Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived: (a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Additional Term B Lender party hereto 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 obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions: (i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date. (ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above. (iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion. (iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date. (vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement. (vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act. (viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties. (c) The Administrative Agent and the Arranger 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger. (d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date. (e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 3 contracts
Samples: First Incremental Term Facility Amendment (New Whale Inc.), First Incremental Term Facility Amendment (Endeavor Group Holdings, Inc.), First Incremental Term Facility Amendment (Endeavor Group Holdings, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Refinancing Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) First Refinancing Amendment Arranger (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Additional each Term B Lender party hereto 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 obligation conditions to the making of the First Additional Term B Lender party hereto 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 make $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 Additional 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 Incremental Refinancing Amendment Effective Date) and (iii) to the extent invoiced, any amounts payable to the Persons that are Exiting Term Facility Lenders immediately prior to the First Refinancing Amendment Effective Date is subject pursuant to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 2.16 of the Credit Agreement shall Agreement, such payments to be satisfied on and as made with the cash proceeds of the Term B Loans to be made on the First Incremental Term Facility Refinancing Amendment Effective DateDate and other funds available to the Borrower.
(iid) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Refinancing Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 one Business Days Day prior to the First Incremental Term Facility Refinancing Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the First Refinancing Amendment Arranger.
(de) 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 Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.Amendment
Appears in 3 contracts
Samples: First Refinancing Amendment (New Whale Inc.), Credit Agreement Refinancing Amendment (Endeavor Group Holdings, Inc.), Credit Agreement (Endeavor Group Holdings, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Additional each New Term B Lender party hereto and (iviii) 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 obligation conditions to the making of the First Additional New Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs Section 1.03 hereof (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with other than clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that thereof) shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Partiessatisfied.
(c) The Administrative Agent shall have received the results of a recent Lien search in each of the jurisdictions in which Uniform Commercial Code financing statements, or other filings or recordations should be made to evidence or perfect security interests in the Collateral, and such search shall reveal no Liens on any of the Collateral, except for Liens permitted by Section 7.2 of the Credit Agreement.
(d) The Borrower shall have obtained New Term B Commitments in an aggregate amount equal to $274,312,500. The Borrower shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 1.05 shall pay in full (i) all of the Original Term B Loans (giving effect to any conversion thereof), (ii) all accrued and unpaid fees and interest with respect to the Original Term B Loans (including any such Original Term B Loans that will be converted to New Term B Loans on the First Amendment Effective Date) and (iii) to the extent invoiced, any amounts payable to the Persons that are Lenders with Original Term B Loan (other than the New Term B Lenders) pursuant to Section 3.6 of the Credit Agreement, such payments to be made with the cash proceeds of the New Term B Loans to be made on the First Amendment Effective Date and other funds available to the Borrower.
(e) The Administrative Agent and the First Amendment Arranger shall have received, in immediately available funds, payment or reimbursement of all reasonable and documented costs, fees, out-of-pocket costs and expenses, compensation and other amounts then due and payable in connection with this Amendment, including, in the case of the Administrative Agent, to the extent invoiced at least two one Business Days Day prior to the First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.First
Appears in 2 contracts
Samples: Credit Agreement (General Communication Inc), Credit Agreement (Gci Inc)
Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as of the first date (the “First Third Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First each Third Additional Term B Lender party hereto 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 obligation of the First Third Additional Term B Lender Lenders party hereto to make First Third Additional Term Loans on the First Third Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Third Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Third Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Third Additional Term B Lender Lenders party hereto shall have received a certificate of a Responsible Officer of each of the Borrower Borrowers dated the First Third Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Third Additional Term B Lender Lenders party hereto and dated the First Third Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Third Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Third Additional Term B Lender Lenders make the First Third Additional Term Loans to the Borrower Borrowers on the First Third Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Third Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Third Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Third Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 First Third Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the BorrowerBorrowers, the First Third Additional Term B Lender Lenders and the other Lenders of the First Third Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Third Additional Term B Lender Lenders hereunder to make First Third Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25March 1, 2017.
Appears in 2 contracts
Samples: Third Incremental Term Facility Amendment (Endeavor Group Holdings, Inc.), Credit Agreement (Endeavor Group Holdings, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Refinancing Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First Additional Term B each New Revolving Lender party hereto 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 obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term LoansNew Revolving Commitments, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Refinancing Amendment Effective Date.
(ii) The Administrative Agent , and the First Additional Term B Lender party hereto New Revolving Lenders shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Refinancing Amendment Effective Date, certifying compliance with clause (i) aboveDate to such effect.
(iiic) The Administrative Agent and the Arranger shall have received a written favorable legal opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) from each of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for to the Loan Parties Parties, in form and substance substantially similar to the opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP delivered on August 26, 2011 and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLPXxxxxx and Calder, special Nevada Cayman counsel for to the Loan Parties. The Borrower hereby requests each such counsel , in a form reasonably satisfactory to deliver such opinionthe Administrative Agent.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(vd) The Administrative Agent shall have received from each of the Borrowers and Holdings the deliverables described in Section 4.01(d) of the Credit Agreement, with each reference therein to “Loan Party” to be deemed a Borrowing Request in a form reasonably acceptable reference to the Administrative Agent requesting that Borrowers and Holdings, each reference therein to “Loan Documents” to be deemed a reference to the Amendment and each reference therein to the “Effective Date” to be deemed a reference to the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Refinancing Amendment Effective Date.
(vie) Each Loan Party The Borrowers shall have entered into (i) 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 all accrued and unpaid fees and interest with respect to the Original Revolving Loans being repaid on the First Incremental Term Facility Refinancing Amendment Reaffirmation AgreementEffective Date and (ii) terminated the Original Revolving Commitments.
(viif) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 three Business Days prior to the First Incremental Term Facility Refinancing Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerAgent.
(dg) The Borrower letters of credit identified on Annex I hereto shall have paid be backstopped or replaced on or prior to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Refinancing Amendment Effective Date.
(e) Date in a manner satisfactory to JPMorgan Chase Bank, N.A. The Administrative Agent shall notify the BorrowerBorrowers, the First Additional Term B Lender New Revolving Lenders and the other Lenders of the First Incremental Term Facility Refinancing Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender New Revolving Lenders hereunder to make First Additional Term New Revolving Loans will automatically terminate terminate, if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.Section
Appears in 2 contracts
Samples: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Fifth Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and Xxxxxxx Sachs Bank USA (acting through itself or any of its designated affiliates, “GS Bank”) and KKR Capital Markets LLC (together with certain of its affiliates, “KCM” ; together with GS Bank, in such capacity, the “ArrangerLead Arrangers”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Third Additional Term B Lender party hereto hereto, 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 obligation of the First Third Additional Term B Lender party hereto to make First Third Additional Term Loans on the First Incremental Term Facility Fifth Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Third Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Fifth Amendment Effective Date.
(ii) The Administrative Agent and the First Third Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Fifth Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger Lead Arrangers shall have received a written opinion (addressed to the Administrative Agent and the First Third Additional Term B Lender party hereto and the other Lenders party to the Credit Agreement and dated the First Incremental Term Facility Fifth Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger Lead Arrangers shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Datedate last delivered to the Administrative Agent), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are have not changed since the same as those whose signature and incumbency certificates were date last delivered to the Administrative Agent on the Effective DateAgent), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Fifth Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Third Additional Term B Lender party hereto make the First Third Additional Term Loans to the Borrower on the First Incremental Term Facility Fifth Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Fifth Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger Lead Arrangers shall have received all documentation including a certificate regarding beneficial ownership required by 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”) at least three Business Days prior to the First Incremental Term Facility Fifth Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Fifth Amendment Effective Date and that the Administrative Agents Agent or the Arranger Lead Arrangers have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot ActAct and the Beneficial Ownership Regulation.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Fifth Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger Lead Arrangers 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 First Incremental Term Facility Fifth Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerLead Arrangers.
(d) The Borrower shall have paid to the Arranger Lead Arrangers the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Fifth Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Third Additional Term B Lender and the other Lenders of the First Incremental Term Facility Fifth Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Third Additional Term B Lender hereunder to make First Third Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in this Section 1.04 hereof 2.01 has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25September 18, 20172019.
Appears in 2 contracts
Samples: Credit Agreement (Endeavor Group Holdings, Inc.), Credit Agreement (Endeavor Group Holdings, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as The effectiveness of the first date amendments to the Credit Agreement contemplated hereby shall be subject to the satisfaction (or waiver by the Required Lenders), prior to June 16, 2014, of the following conditions (the first Business Day on which all conditions are so satisfied or waived, the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:):
(a) The the Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) counterparts of this Amendment that, when taken together, bear the Borrower, signatures of (iiA) Holdings, the Borrower and each Subsidiary Loan Party, (iii) the First Additional Term B Lender party hereto and (ivB) the Administrative Agent, either (xC) counterparts of this Amendment signed on behalf of such parties or the Required Lenders and (yD) 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.each Additional Commitment Lender;
(b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request certificate, dated the Amendment Effective Date and signed by the chief executive officer or the chief financial officer of each of Holdings and the Borrower, confirming that the representations and warranties set forth in a form reasonably acceptable Section 6 above are true and correct in all material respects, in each case on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, and no Default or Event of Default exists immediately before or immediately after giving effect to the transactions contemplated hereby;
(c) the Administrative Agent shall have received from the Borrower payment in immediately available funds of (i) all fees and other amounts required to be paid on the Amendment Effective Date pursuant to the Engagement Letter dated as of May 15, 2014 (the “Engagement Letter”), among the Borrower, JPMorgan Chase Bank, N.A. and X.X. Xxxxxx Securities LLC, and the Fee Letter dated as of May 15, 2014, among the Borrower, JPMorgan Chase Bank, N.A. and X.X. Xxxxxx Securities LLC, all reasonable out-of-pocket expenses required to be paid on the Amendment Effective Date pursuant to the Engagement Letter or Section 14 hereof, to the extent invoiced prior to the Amendment Effective Date, (ii) an amendment fee, for the account of each Existing Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans (or its counsel) its executed signature page to the Borrower this Amendment on or prior to 12:00 noon, New York City time, on the First Incremental Term Facility Amendment Effective Date., equal to 0.125% of the aggregate outstanding principal amount of such Lender’s Term Loans and Revolving Commitment (whether used or unused), in each case immediately prior to the Amendment Effective Date, and (iii) an upfront fee, for the account of each Additional Commitment Lender, in an amount equal to 0.25% of the Additional Revolving Commitment of such Additional Commitment Lender; and
(vid) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have as has been reasonably requested in writing by the Administrative Agent or the Arrangers at least 10 five Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have they reasonably determined determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot PATRIOT Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) . The Administrative Agent shall notify the BorrowerHoldings, the First Additional Term B Lender Borrower and the other Lenders of the First Incremental Term Facility Amendment Effective Date Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 2 contracts
Samples: Credit Agreement (SVMK Inc.), Credit Agreement (SVMK Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Refinancing Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent Agents and KKR Capital Markets LLC (the “Arranger”) First Refinancing Amendment Arrangers (or their counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First Additional Term B Lender party hereto and Company, (iv) the New Term B Lender and (v) the Administrative AgentAgents, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent Agents (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.
(b) The obligation conditions to the making of the First Additional New Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs Section 1.02(d) hereof (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with other than clause (iix) above.
(iiithereof) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Partiessatisfied.
(c) The Borrowers shall have obtained New Term B Commitments in an aggregate amount equal to $5,487,500,000. The Borrowers shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 1.04 shall (A) pay in full (i) all of the Original Term B Loans, (ii) all accrued and unpaid fees and interest with respect to the Original Term B Loans and (iii) to the extent invoiced, any amounts payable to the Persons that are Existing Term B Lenders immediately prior to the First Refinancing Amendment Effective Date pursuant to Section 2.16 of the Credit Agreement and (B) repay $500,000,000 aggregate principal amount of Indebtedness under the Margin Bridge Facility together with all accrued and unpaid interest, fees and other amounts due thereon, in each case, with such payments to be made with the cash proceeds of the New Term B Loans to be made on the First Refinancing Amendment Effective Date and other funds available to the Borrower.
(d) The Administrative Agent Agents and the Arranger First Refinancing Amendment Arrangers 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 one Business Days Day prior to the First Incremental Term Facility Refinancing Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent Agents and the ArrangerFirst Refinancing Amendment Arrangers.
(de) The Borrower Borrowers shall have paid to the Arranger First Refinancing Amendment Arrangers the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Refinancing Amendment Effective Date.
(ef) The Borrowers shall have paid to the Term Loan B Administrative Agent for the account of each new Term B Lender a fee in an amount equal to 0.125% of the aggregate principal amount of New Term B Loans provided to the Borrowers on the First Refinancing Amendment Effective Date, which fees may take the form of original issue discount. The Term Loan B Administrative Agent shall notify the BorrowerBorrowers, the First Additional New Term B Lender Lenders and the other Lenders of the First Incremental Term Facility Refinancing Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional New Term B Lender Lenders hereunder to make First Additional New Term B Loans will automatically terminate terminate, if each of the conditions set forth or referred to in Section Sections 1.02(d) and 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25March 8, 2017.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Dell Technologies Inc)
Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and KKR Capital Markets LLC and Nomura Securities International, Inc. (together, the “ArrangerArrangers”) (or their counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First each Additional Term B Lender party hereto 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 obligation of the First Additional Term B Lender Lenders party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender Lenders party hereto shall have received a certificate of a Responsible Officer of each of the Borrower Borrowers dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger Arrangers shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender Lenders party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger Arrangers shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender Lenders make the First Additional Term Loans to the Borrower Borrowers on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger Arrangers shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger Arrangers have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger Arrangers 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) Arrangers. The Administrative Agent shall notify the BorrowerBorrowers, the First Additional Term B Lender Lenders and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender Lenders hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25June 10, 20172016.
Appears in 2 contracts
Samples: First Incremental Term Facility Amendment (Endeavor Group Holdings, Inc.), First Incremental Term Facility Amendment (Endeavor Group Holdings, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 through 1.05 of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Sixth Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and KKR Capital Markets LLC (together with certain of its affiliates), Xxxxxxx Xxxxx Bank USA (acting through itself or any of its designated affiliates), Barclays Bank PLC, Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., UBS Securities LLC, HSBC Securities (USA) Inc. and Xxxxxx Xxxxxxx Senior Funding, Inc., as lead arrangers (the “ArrangerArrangers”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Fourth Additional Term B Lender party hereto hereto, (iv) each Second Revolving Increase Lender party hereto, (v) the Required Revolving Lenders and (ivvi) 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 obligation of each of the First Fourth Additional Term B Lender party hereto to make First Fourth Additional Term Loans on the First Incremental Term Facility Sixth Amendment Effective Date and each Second Revolving Increase Lender party hereto to make Second Revolving Increase Loans on the Sixth Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Fourth Additional Term LoansLoans and the establishment of the Second Revolving Increase Commitments, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Sixth Amendment Effective Date.
(ii) The Administrative Agent and Agent, the First Fourth Additional Term B Lender party hereto and each Second Revolving Increase Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Sixth Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger Arrangers shall have received a written opinion (addressed to the Administrative Agent and Agent, the First Fourth Additional Term B Lender party hereto hereto, each Second Revolving Increase Lender and the other Lenders party to the Credit Agreement and dated the First Incremental Term Facility Sixth Amendment Effective Date) of (iA) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (iiB) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger Arrangers shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Datedate last delivered to the Administrative Agent), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are have not changed since the same as those whose signature and incumbency certificates were date last delivered to the Administrative Agent on the Effective DateAgent), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Sixth Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Sixth Amendment Reaffirmation Agreement.
(viivi) The Administrative Agent and the Arranger Arrangers shall have received all documentation including a certificate regarding beneficial ownership required by 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”) at least three Business Days prior to the First Incremental Term Facility Sixth Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Sixth Amendment Effective Date and that the Administrative Agents Agent or the Arranger Arrangers have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot ActAct and the Beneficial Ownership Regulation.
(viiivii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Sixth Amendment Effective Date with respect to the Loan PartiesBorrower and Holdings.
(c) In addition to the conditions set forth in clause (b) above, the obligation of the Fourth Additional Term B Lender party hereto to make Fourth Additional Term Loans on the Sixth Amendment Effective Date is subject to the Administrative Agent’s receipt of a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the Fourth Additional Term B Lender party hereto make the Fourth Additional Term Loans to the Borrower on the Sixth Amendment Effective Date.
(d) The Administrative Agent and the Arranger Arrangers 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 First Incremental Term Facility Sixth Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerArrangers.
(de) The Borrower shall have paid to the Arranger Lead Arrangers the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Sixth Amendment Effective Date.
(ef) The Administrative Agent shall notify the Borrower, the First Fourth Additional Term B Lender, each Second Revolving Increase Lender and the other Lenders of the First Incremental Term Facility Sixth Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations hereunder of each of the First Fourth Additional Term B Lender hereunder to make First Fourth Additional Term Loans and each Second Revolving Increase Lender to make Second Revolving Increase Loans, as applicable, will automatically terminate if each of the conditions set forth or referred to in this Section 1.04 hereof 2.01 has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25June 15, 20172020.
(g) The Administrative Agent shall have received, for the account of the Fourth Additional Term B Lender, an upfront fee equal to 3.50% of the aggregate principal amount of the Fourth Additional Term Loans to be made by the Fourth Additional Term B Lender on the Sixth Amendment Effective Date (which, at the election of the Fourth Additional Term B Lender, may take the form of original issue discount).
Appears in 2 contracts
Samples: Credit Agreement (New Whale Inc.), Credit Agreement (Endeavor Group Holdings, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as of the first date (the “First Second Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First each Second Additional Term B Lender party hereto 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 obligation of the First Second Additional Term B Lender Lenders party hereto to make First Second Additional Term Loans on the First Second Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Second Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Second Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Second Additional Term B Lender Lenders party hereto shall have received a certificate of a Responsible Officer of each of the Borrower Borrowers dated the First Second Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Second Additional Term B Lender Lenders party hereto and dated the First Second Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Second Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Second Additional Term B Lender Lenders make the First Second Additional Term Loans to the Borrower Borrowers on the First Second Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Second Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Second Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Second Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 First Second Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the BorrowerBorrowers, the First Second Additional Term B Lender Lenders and the other Lenders of the First Second Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Second Additional Term B Lender Lenders hereunder to make First Second Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25November 10, 20172016.
Appears in 2 contracts
Samples: Second Incremental Term Facility Amendment (Endeavor Group Holdings, Inc.), Second Incremental Term Facility Amendment (Endeavor Group Holdings, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 The effectiveness of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Additional Term B Lender party hereto 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 obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditionsconditions precedent:
(a) the Administrative Agent shall have received:
(i) Immediately before and after giving effect to the borrowing an original counterpart of the First Additional Term Loansthis Amendment, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Dateduly executed by each Borrower, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and Majority Revolving Lenders;
(ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLPan Increased Facility Activation Notice, special Nevada counsel for duly executed by the Loan Parties. The Borrower hereby requests Borrowers’ Agent and the Lenders party thereto;
(iii) any New Lender Supplement required to be delivered pursuant to Section 2.21(b) of the Credit Agreement in connection with the Increased Facility Activation Notice delivered pursuant to Section 4(a)(ii) above, each duly executed by each such counsel to deliver such opinion.New Lender, the Borrowers’ Agent and the Administrative Agent;
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) a certificate of each Organizational Document Loan Party, dated as of the First Amendment Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party certified, to the extent applicable, as of that is a recent date corporation certified by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates relevant authority of the Responsible Officers jurisdiction of each organization of such Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept existsjurisdiction provides such certifications), and (ii) from the applicable Governmental Authority of a long form good standing certificate for each Loan Party’s Party from its jurisdiction of incorporation, organization or formation.(to the extent such jurisdiction issues such certificates);
(v) The an amendment to each of the existing Mortgages (each a “Mortgage Amendment” and collectively the “Mortgage Amendments”), in form and substance satisfactory to Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.Agent;
(vi) Each Loan Party shall have entered into fully paid date down endorsements, bringing forward the First Incremental Term Facility Amendment Reaffirmation Agreement.
effective date of each existing Policy (vii) The Administrative Agent and the Arranger shall have received including all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction endorsements thereto as reasonably requested by the Administrative Agent on or prior Agent) to the First Incremental Term Facility date of recording of each applicable Mortgage Amendment Effective Date and increasing the total amount of title insurance under such Policies, in the aggregate, to $150,000,000.00, in form and substance satisfactory to Administrative Agent, with all conditions to issuance thereof (including the receipt by the Title Insurance Company of all requirements in connection therewith, including, without limitation, affidavits, indemnities and corporate authority documents) having been satisfied;
(vii) an opinion of New York counsel to the MLP and its Subsidiaries; and
(viii) an opinion of Ohio counsel with respect to the Loan PartiesMortgage Amendments in form and substance satisfactory to Administrative Agent.
(cb) The Administrative Agent and the Arranger Borrowers shall have received, in immediately available funds, payment or reimbursement of paid 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for to the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing extent invoiced at least one (1) day prior to be received on the First Incremental Term Facility 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 date upon which the Amendment shall be effective (e) The Administrative Agent provided that such estimate shall notify not thereafter preclude a final settling of accounts between the Borrower, the First Additional Term B Lender Borrower and the other Lenders of Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017Date”.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (SunCoke Energy Partners, L.P.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as The effectiveness of the first date amendments to the Credit Agreement contemplated hereby shall be subject to the satisfaction (or waiver by the Required Lenders) of the following conditions (the first Business Day on which all conditions are so satisfied or waived, the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:):
(a) The the Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Additional Term B Lender party hereto and (iv) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf that, when taken together, bear the signatures of such parties or (yA) written evidence satisfactory to Holdings, the Borrower and each Subsidiary Loan Party, (B) the Administrative Agent and (which may include facsimile or other electronic transmissions of signed signature pagesC) that such parties have signed counterparts of this Amendment.the Required Lenders;
(b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to certificate, dated the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about signed by the Loan Parties chief executive officer or the chief financial officer of each of Holdings and the Borrower, confirming that shall have been reasonably requested the representations and warranties set forth in writing at least 10 Business Days prior to Section 3 above are true and correct in all material respects, in each case on and as of the First Incremental Term Facility Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, and that no Default or Event of Default exists on the Administrative Agents Amendment Effective Date immediately before or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.immediately after giving effect to this Amendment; and
(viiic) The the Administrative Agent shall have received copies from the Borrower payment in immediately available funds of a recent Lien (i) all fees and judgment search in each jurisdiction reasonably requested by other amounts required to be paid on the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect pursuant to the Loan Parties.
Engagement Letter dated as of July 22, 2015 (c) The Administrative Agent the “Engagement Letter”), among the Borrower, JPMorgan Chase Bank, N.A. and the Arranger shall have receivedX.X. Xxxxxx Securities LLC, in immediately available funds, payment or reimbursement of and all reasonable and documented costs, fees, out-of-pocket expensesexpenses required to be paid pursuant to the Engagement Letter, compensation and other amounts then due and payable the Credit Agreement or Section 8 hereof, in connection with this Amendment, including, each case to the extent invoiced at least two Business Days prior to the First Incremental Amendment Effective Date (except as otherwise agreed by JPMorgan Chase Bank, N.A. and X.X. Xxxxxx Securities LLC with respect to fees payable to them), and (ii) an amendment fee, for the account of each Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent (or its counsel) its executed signature page to this Amendment on or prior to 4:00 p.m., New York City time, on July 30, 2015, equal to 0.50% of the aggregate amount of the undrawn Revolving Commitments, Aggregate Revolving Exposure and outstanding Term Facility Loans of each such Lender (determined immediately prior to the Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) ). The Administrative Agent shall notify the BorrowerHoldings, the First Additional Term B Lender Borrower and the other Lenders of the First Incremental Term Facility Amendment Effective Date Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 2 contracts
Samples: Credit Agreement (SVMK Inc.), Credit Agreement (SVMK Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Refinancing Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) First Refinancing Amendment Arranger (or their counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First Additional each Term B Lender party hereto 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 obligation conditions to the making of the First Additional Term B Lender party hereto Loans set forth in Section 1.02(g) hereof (other than clause (vii) thereof) shall have been satisfied.
(c) The Borrowers shall have obtained Term B Commitments in an aggregate amount equal to make First Additional $2,249,865,638.89. The Borrowers 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 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 Incremental Refinancing Amendment Effective Date) and (iii) to the extent invoiced, any amounts payable to the Persons that are Exiting Term Facility Lenders immediately prior to the First Refinancing Amendment Effective Date is subject pursuant to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 2.16 of the Credit Agreement shall Agreement, such payments to be satisfied on and as made with the cash proceeds of the Term B Loans to be made on the First Incremental Term Facility Refinancing Amendment Effective DateDate and other funds available to the Borrowers.
(iid) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Refinancing Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 one Business Days Day prior to the First Incremental Term Facility Refinancing Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the First Refinancing Amendment Arranger.
(de) The Borrower Borrowers shall have paid to the First Refinancing Amendment Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Refinancing Effective Date.
(e) . The Administrative Agent shall notify the BorrowerBorrowers, the First Additional Term B Lender Lenders and the other Lenders of the First Incremental Term Facility Refinancing Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender Lenders hereunder to make First Additional Term B Loans will automatically terminate terminate, if each of the conditions set forth or referred to in Section Sections 1.02(e) and 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25February 9, 2017.
Appears in 2 contracts
Samples: First Refinancing Amendment (Endeavor Group Holdings, Inc.), First Refinancing Amendment (Endeavor Group Holdings, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 through 1.05 of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Fourth Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and KKR Capital Markets LLC Xxxxxxx Xxxxx Bank USA, as lead arranger (the “Arranger”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Second Additional Term B Lender party hereto, (iv) the First Revolving Increase Lender party hereto and (ivv) 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 obligation of the First Second Additional Term B Lender party hereto and the First Revolving Increase Lender party hereto to make First Second Additional Term Loans and First Revolving Increase Loans, as applicable, on the First Incremental Term Facility Fourth Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Second Additional Term Loans and the First Revolving Increase Loans, if any, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Fourth Amendment Effective Date.
(ii) The Administrative Agent Agent, the Second Additional Term B Lender party hereto and the First Additional Term B Revolving Increase Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Fourth Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and Agent, the First Second Additional Term B Lender party hereto, the First Revolving Increase Lender and the other Lenders party hereto and dated the First Incremental Term Facility Fourth Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Fourth Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Second Additional Term B Lender party hereto make the First Second Additional Term Loans to the Borrower on the First Incremental Term Facility Fourth Amendment Effective Date.
(vi) [Reserved].
(vii) Each Loan Party shall have entered into the First Incremental Term Facility Fourth Amendment Reaffirmation Agreement.
(viiviii) The Administrative Agent and the Arranger shall have received all documentation including a certificate regarding beneficial ownership required by 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”) at least three Business Days prior to the First Incremental Term Facility Fourth Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Fourth Amendment Effective Date and that the Administrative Agents Agent or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot ActAct and the Beneficial Ownership Regulation.
(viiiix) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Fourth Amendment Effective Date with respect to the Loan Parties.
(x) The Administrative Agent or the Arranger shall have received from the Borrower, for the account of (I) each Second Additional Term B Lender that holds (or is an Affiliate of a Lender that holds) Existing Term Loans, an upfront fee in an amount equal to 0.125% of the aggregate principal amount of such Lender’s (or such Lender’s Affiliate’s) Second Additional Term Loans provided on the Fourth Amendment Effective Date that are in an amount up to or equal to such Lender’s (or such Lender’s Affiliate’s) Existing Term Loans and (II) (x) each Second Additional Term B Lender that holds (or is an Affiliate of a Lender that holds) Existing Term Loans, an upfront fee in an amount equal to 0.25% of the aggregate principal amount of such Lender’s (or such Lender’s Affiliate’s) Second Additional Term Loans provided on the Fourth Amendment Effective Date that are in an amount in excess of such Lender’s (or such Lender’s Affiliate’s) Existing Term Loans and (y) each Second Additional Term B Lender that does not (and whose Affiliates do not) hold Existing Term Loans, an upfront fee in an amount equal to 0.25% of the aggregate principal amount of such Lender’s Second Additional Term Loans provided on the Fourth Amendment Effective Date.
(c) The Administrative Agent and the Arranger 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 First Incremental Term Facility Fourth Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Fourth Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Second Additional Term B Lender, the First Revolving Increase Lender and the other Lenders of the First Incremental Term Facility Fourth Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Second Additional Term B Lender and the First Revolving Increase Lender hereunder to make First Second Additional Term Loans and First Revolving Increase Loans, as applicable, will automatically terminate if each of the conditions set forth or referred to in this Section 1.04 hereof 3.01 has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 2529, 20172019.
Appears in 2 contracts
Samples: Credit Agreement (Endeavor Group Holdings, Inc.), Credit Agreement (Endeavor Group Holdings, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Eighth Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and Xxxxxxx Xxxxx Bank USA (acting through itself or any of its designated affiliates), KKR Capital Markets LLC (together with certain of its affiliates), Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities, Inc., HSBC Securities (USA) Inc. and Xxxxxx Xxxxxxx Senior Funding, Inc. (the “ArrangerLead Arrangers”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Fifth Additional Term B Lender party hereto hereto, 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 obligation of the First Fifth Additional Term B Lender party hereto to make First Fifth Additional Term Loans on the First Incremental Term Facility Eighth Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Fifth Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Eighth Amendment Effective Date.
(ii) The Administrative Agent and the First Fifth Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Eighth Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger Lead Arrangers shall have received a written opinion (addressed to the Administrative Agent and the First Fifth Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Datehereto) of (iA) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (iiB) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP& Xxxxxx L.L.P., special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger Lead Arrangers shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Datedate last delivered to the Administrative Agent), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are have not changed since the same as those whose signature and incumbency certificates were date last delivered to the Administrative Agent on the Effective DateAgent), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Eighth Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Fifth Additional Term B Lender party hereto make the First Fifth Additional Term Loans to the Borrower on the First Incremental Term Facility Eighth Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Eighth Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger Lead Arrangers shall have received all documentation including a certificate regarding beneficial ownership required by 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”) at least three Business Days prior to the First Incremental Term Facility Eighth Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Eighth Amendment Effective Date and that the Administrative Agents Agent or the Arranger Lead Arrangers have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien Act and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan PartiesBeneficial Ownership Regulation.
(c) The Administrative Agent and the Arranger Lead Arrangers 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 First Incremental Term Facility Eighth Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerLead Arrangers.
(d) The Borrower shall have paid paid, or substantially concurrently with the funding of the Fifth Additional Term Loans shall pay, to the Arranger Lead Arrangers the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Eighth Amendment Effective Date.
(e) . The Administrative Agent shall notify the Borrower, the First Fifth Additional Term B Lender and the other Lenders of the First Incremental Term Facility Eighth Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Samples: Credit Agreement (New Whale Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as The effectiveness of the first date amendments to the Credit Agreement contemplated hereby and the obligations of each Additional Term Lender to make any Additional Term Loans hereunder shall be subject to the satisfaction (or waiver by the Required Lenders and each Additional Term Lender), on or prior to December 2, 2013, of the following conditions (the first Business Day on which all conditions are so satisfied or waived and the Additional Term Loans are made, the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:):
(a) The the Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from counterparts of this Amendment that, when taken together, bear the signatures of (iA) the Borrower, (ii) HoldingsHoldings and the Subsidiary Guarantors, (iii) the First Additional Term B Lender party hereto and (ivB) the Administrative Agent, either (xC) counterparts Royal Bank of this Amendment signed on behalf of such parties or Canada, (yD) written evidence satisfactory to the Administrative Agent Required Lenders and (which may include facsimile or other electronic transmissions of signed signature pagesE) that such parties have signed counterparts of this Amendment.each Additional Term Lender;
(b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent shall have received, on behalf of itself and the First Additional Term B Lender party hereto shall have received Lenders, a certificate written opinion of a Responsible Officer of the Borrower Xxxxxx, Xxxx & Xxxxxxxx LLP (A) dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (iB) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto Lenders, and dated (C) in form and substance consistent with the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx opinions delivered by Xxxxxx, Xxxx & Xxxxxxxx LLP, New York and Delaware counsel for LLP on the Loan Parties and Closing Date (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered other than changes reasonably satisfactory to the Administrative Agent to such opinions resulting from a change in law, change in fact or change to counsel’s form of opinion);
(c) the Administrative Agent shall have received board resolutions and other closing certificates consistent with those delivered on the Effective Closing Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.;
(vd) The the Administrative Agent shall have received a Borrowing Request for the Additional Term Loans in a form reasonably acceptable and substance satisfactory to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three not later than 11:00 a.m., New York City time, two Business Days prior to the Amendment Effective Date;
(e) the First Incremental Lien Amendment shall be effective and the Borrower shall have incurred, or substantially contemporaneously with the initial funding of the Additional Term Facility Loans on the Amendment Effective Date shall incur, $95,000,000 in aggregate principal amount of Incremental First Lien Term Loans pursuant to the First Lien Amendment;
(f) the Administrative Agent shall have received a solvency opinion from a nationally-recognized investment bank or valuation firm satisfactory to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Additional Term Loans and the application of the proceeds thereof, are Solvent;
(g) the Administrative Agent shall have received payment of (i) all fees and other amounts due and payable on or prior to the Amendment Effective Date pursuant to this Amendment or separately agreed to in writing by the Borrower and the arrangers of the Amendment or required by Section 9.3 of the Credit Agreement or by any other Loan Document, including reimbursement or payment of all reasonable out-of-pocket expenses (including the fees, disbursements and other charges of legal counsel) required to be reimbursed or paid by any Loan Party to the Administrative Agent for which invoices have been presented no later than two Business Days before the Amendment Effective Date and (ii) for the account of each Lender that executes and delivers a counterpart signature page to this Amendment at or prior to 5:00 p.m., New York City time, on November 25, 2013, an amendment fee (the “Amendment Fee”) in an aggregate amount equal to 0.25% of the aggregate principal amount of the Loans (other than, for the avoidance of doubt, the Additional Term Loans) held by such Lender immediately prior to the Amendment Effective Date. The Amendment Fee shall be payable in immediately available funds and, once paid, such fee or any part thereof shall not be refundable;
(h) the Lenders shall have received, no later than five Business Days prior to the Amendment Effective Date, all documentation and other information about the Loan Parties that shall have Borrower and the Guarantors as has been reasonably requested in writing at least 10 Business Days prior with respect to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.PATRIOT Act of 2001; and
(viiii) The the Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by certificate, dated the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect and signed by a Responsible Officer or a senior vice president of the Borrower, certifying that the representations and warranties set forth in Section 4 above are true and correct, and no Default or Event of Default shall exist before or after giving effect to the Loan Parties.
(c) The Administrative Agent and transactions contemplated hereby, including the Arranger shall have received, in immediately available funds, payment or reimbursement application 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) proceeds thereof. The Administrative Agent shall notify the Borrower, Borrower and the First Lenders (including the Additional Term B Lender and the other Lenders Lenders) of the First Incremental Term Facility Amendment Effective Date Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Samples: Incremental Assumption Agreement and Amendment No. 1 (Continental Building Products, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment No. 1 Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from Lenders constituting the Required Lenders and each Borrower either (i) a counterpart of (or, in the Borrowercase of the Lenders, (iia consent to) Holdings, (iii) the First Additional Term B Lender party hereto and (iv) the Administrative Agent, either (x) counterparts of this Amendment Agreement signed on behalf of such parties party or (yii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other by electronic transmissions means transmission of a signed signature pagespage of this Agreement) that such parties have party has signed counterparts a counterpart of (or, in the case of the Lenders, a consent to) this AmendmentAgreement.
(b) The obligation 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 Amendment to ensure the continued validity, enforceability and priority of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and Loan Documents after giving effect to the borrowing Amendment as may have been reasonably requested by the Administrative Agent together with such opinions of counsel, certificates, and other documents as the First Additional Term Loans, the conditions set forth Administrative Agent may have reasonably requested in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Dateconnection therewith.
(iic) In the event any Term A Loan, Term A-1 Loan or Deferred Term A Loan of any Class is converted to a Term A-2 Loan and/or Deferred Term A-1 Loan on the Amendment No. 1 Effective Date, all accrued interest on such Class of Term Loans through the Amendment No. 1 Effective Date shall have been paid.
(d) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of from the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause Company (i) abovea consent fee payable for the account of each Amendment No. 1 Consenting Lender in an amount equal to 0.25% of the aggregate principal amount of such Lender’s Term Loans and Revolving Facility Commitments outstanding immediately prior to the Amendment No. 1 Effective Date and (ii) an extension fee for the account of each Amendment No. 1 Consenting Lender equal to 0.25% of the aggregate principal amount of the Term Loans of such Lender that are converted to Term A-2 Loans and/or Deferred Term A-1 Loans pursuant to clauses (f) through (g) of Section 2.01 of the Amended Credit Agreement.
(iiie) The Administrative Agent and the Arranger shall have received (or be reasonably satisfied that it will receive promptly after the funding of Loans on the Amendment No. 1 Effective Date), on behalf of itself, the Lenders and each Issuing Bank, a favorable written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx Kxxxxxxx & Xxxxxxxx Exxxx LLP, New York and Delaware special counsel for the Loan Parties, (ii) Walkers (Bermuda) Limited, Bermuda counsel for the Loan Parties and (iiiii) Xxxxx Xxxx Xxxxxxxxxx Mxxxx Bxxxx, Xxxxxxxx LLP, special Nevada Islands counsel for the Loan Parties, in each case (A) dated the Amendment No. The Borrower hereby requests 1 Effective Date, (B) addressed to each 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 counsel other matters relating to deliver such opinionthe Loan Documents as the Administrative Agent shall reasonably request.
(ivf) The Administrative Agent and the Arranger shall have received a copy certificate of (i) each Organizational Document the Secretary or Assistant Secretary or similar officer of each Loan Party certifieddated the Amendment No. 1 Effective Date and certifying:
(i) that attached thereto is a copy of the certificate or articles of incorporation, to the extent applicablecertificate 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 applicable Governmental Authority Secretary of State (or a representation that other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Organizational Documents have not been amended since Loan Party or other person duly authorized by the Effective Date), constituent documents of such Loan Party,
(ii) signature and incumbency certificates that attached thereto is a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of the Responsible Officers such jurisdiction) of each such Loan Party executing the Loan Documents to which it is as of a party recent date from such Secretary of State (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Dateother similar official), ,
(iii) resolutions that attached thereto is a true and complete copy of the Board by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of Directors and/or similar governing bodies of each such Loan Party approving as in effect on the Amendment No. 1 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 this Amendment, certified the Loan Documents dated as of the First Incremental Term Facility Amendment No. 1 Effective Date by its secretaryto which such person is a party and, an assistant secretary in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or a Responsible Officer as being amended and are in full force and effect without modification on the Amendment No. 1 Effective Date,
(v) as to the incumbency and specimen signature of each officer executing any Loan Document or amendmentany 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; provided that, in lieu of delivering the foregoing attachments, each Loan Party may certify that any such attachment that was provided to the Administrative Agent or certified to on the Restatement Effective Date has not been in any way modified, rescinded, revoked or amended in whole or in part, in any respect, and (iv) a good standing certificate (to is in full force and effect on the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationdate hereof.
(vg) The Lenders shall have received a solvency certificate substantially in form of Exhibit C to the Credit Agreement and signed by a Financial Officer of the Company.
(h) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable all fees due and payable to it on or prior to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans Amendment No. 1 Effective Date and, to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation extent invoiced at least three (3) Business Days prior to the First Incremental Term Facility Amendment No. 1 Effective Date Date, all other amounts due and other information about payable pursuant to the Loan Parties that shall have been reasonably requested in writing Documents on or prior to the Amendment No. 1 Effective Date, including, to the extent invoiced at least 10 three (3) Business Days prior to the First Incremental Term Facility Amendment No. 1 Effective Date Date, reimbursement or payment of all reasonable and that documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx LLP, Axxxxxx (Bermuda) Limited, Hxxxx & Jxxxxxx and Wxxxxx, Xxxxxx & Wxxxxxxx LLP) required to be reimbursed or paid by the Administrative Agents Loan Parties hereunder or under any Loan Document.
(i) The Lenders shall have received, at least three (3) Business Days prior to the Arranger have reasonably determined is Amendment No. 1 Effective Date, all documentation and other information required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot ActPATRIOT Act that has been requested by the Administrative Agent in writing at least five (5) Business Days prior to the Amendment No. 1 Effective Date and (ii) to the extent a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Amendment No. 1 Effective Date, any Lender that has requested, in a written notice to the Company at least five Business Days prior to the Amendment No. 1 Effective Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).
(viiii) The On and as of the Amendment No. 1 Effective Date, the representations and warranties of the Borrower and each other Loan Party set forth in Sections 4.01(b) and 4.01(c) of the Credit Agreement shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) and (ii) the Administrative Agent shall have received copies a certificate from a Responsible Officer of the Borrower certifying as to the matters set forth in Sections 4.01(b) and 4.01(c) of the Credit Agreement.
(i) On the Amendment No. 1 Effective Date, the Collateral Agent shall have received (a) counterparts of each Amendment to Vessel Mortgage in respect of any Mxxxxxxx Islands flagged Mortgaged Vessel duly executed and delivered by the registered owner of such Mortgaged Vessel and the Mortgage Trustee suitable for recordation with the central office of the Maritime Administrator for the Republic of the Mxxxxxxx Islands in New York City (the “Maritime Administrator’s Office”), (b) evidence that each Amendment to Vessel Mortgage in respect of any Mxxxxxxx Islands flagged Mortgaged Vessel has been (or will, promptly following the Amendment No. 1 Effective Date, be) duly registered with the Maritime Administrator’s Office in accordance with the laws of the Republic of the Mxxxxxxx Islands and such other evidence that the Mortgage Trustee may deem necessary and that all registration fees in connection therewith have been duly paid; (ii) On or promptly following the Amendment No. 1 Effective Date, a recent Lien Certificate of Ownership and judgment search Encumbrances issued by the Maritime Administrator’s Office stating that such Mxxxxxxx Islands flagged Mortgage Vessel is owned by the Subsidiary Guarantor and showing that there are of record no other liens or encumbrances on such Mxxxxxxx Islands flagged Mortgaged Vessel except the Vessel Mortgage as amended by the Amendment in each jurisdiction favor of the Mortgage Trustee; (iii) Such other documents, including any consents, agreements or confirmation of third parties as may be required under any Amendment to the Mortgages in respect of the Mxxxxxxx Islands flagged Mortgage Ships or otherwise as the Collateral Agent or the Mortgage Trustee may reasonably requested by request; and (iv) the Administrative Agent shall have received (or be reasonably satisfied that it will received promptly after the funding of the Loans on or prior to the First Incremental Term Facility Amendment No. 1 Effective Date with respect Date) a favorable opinion of Mxxxx Bxxxx, Xxxxxxxx Islands counsel to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment Effectiveness. Sections 1.02 and 1.03 The effectiveness of this Amendment shall become effective as be subject to the satisfaction of the first date following conditions precedent set forth in this Section 3 (the date on which such conditions are satisfied (or waived by the Administrative Agent) is referred to herein as the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:):
(a) The the Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the each Borrower, (ii) Holdingsthe Revolving Credit Loan Lenders that have Revolving Credit Commitments as of the date of this Amendment, (iii) if any is then appointed pursuant to the First Additional Term B Credit Agreement, the Swingline Lender party hereto and (iv) the Administrative Agenteach Letter of Credit Issuer, either (x) counterparts a duly executed and delivered counterpart of this Amendment signed on behalf by each such party (it being understood that the Required Lenders have provided the necessary consent to this Amendment pursuant to Section 1(f) of such parties or the Fifth Amendment, dated as of June 3, 2016 (ythe “Fifth Amendment”), among the Borrowers, the Administrative Agent and the other Lenders party hereto);
(b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions its counsel) shall have received the executed legal opinion letter of signed signature pages) that such parties have signed counterparts of this Amendment.
(b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect DLA Piper LLP (US), as counsel to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) Parent Borrower and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The XXXXX-XXXXX & XXXXX Abogados, S. L. P. as counsel to the Foreign Subsidiary Borrower;
(c) the Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent all amounts due and the Arranger shall have received a written opinion (addressed payable to the Administrative Agent and the First Additional Term B Lender party hereto and dated Lead Arrangers on or prior to the First Incremental Term Facility Sixth Amendment Effective DateDate pursuant to the Credit Documents, including, to the extent invoiced prior to the date hereof, reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrowers hereunder or under any other Credit Document with respect to this Amendment;
(d) the Administrative Agent (or its counsel) shall have received duly executed and delivered customary secretary’s certificates, in form and substance reasonably satisfactory to the Administrative Agent, with appropriate attachments regarding corporate records and evidence of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPauthority, New York and Delaware counsel for the Loan Parties Parent Borrower and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.Foreign Subsidiary Borrower;
(ive) The the Administrative Agent and the Arranger (or its counsel) shall have received a copy of (i) each Organizational Document of each Loan Party certifiedduly executed and delivered solvency certificate, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature in form and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered substance reasonably satisfactory to the Administrative Agent Agent, for the Parent Borrower and its Restricted Subsidiaries on a consolidated basis, from the chief financial officer of the Parent Borrower;
(f) the Lead Arrangers will have received at least 2 days prior to the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving Date all documentation and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate other information (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about has been requested, and the Loan Parties that shall Borrowers have been reasonably requested in writing at least 10 Business Days afforded, a reasonable amount of time prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is such date) required by United States bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including including, without limitation Title III limitation, the Patriot Act; and
(g) no Default or Event of Default under any of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies Credit Documents exist, as of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 and 1.03 The effectiveness of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which be subject to the following conditions have been satisfied or waivedprecedent:
(a) The CGMI and the Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (ii)(A) the BorrowerBorrower and each other Credit Party, (iiB) Holdingsthe Required Lenders, (iiiC) the First Additional Required Tranche B-1 Term B Lender party hereto Loan Lenders and (ivD) the Administrative AgentRequired Tranche B-2 Term Loan Lenders, either (x) counterparts a duly executed and delivered counterpart of this Amendment signed on behalf of each such parties or party and (yii)(A) written evidence satisfactory to the Borrower and (B) the Administrative Agent (which may include facsimile or other electronic transmissions on behalf of the Lenders and Agents party hereto) and the Collateral Agent, a duly executed and delivered counterpart of the Amended and Restated Credit Agreement signed signature pages) that on behalf of each such parties have signed counterparts of this Amendment.party;
(b) The obligation of the First Additional Term Extending Lenders shall have committed to convert Existing Tranche B Lender party hereto to make First Additional Term Loans on in an aggregate principal amount of not less than $500,000,000 (or such lesser amount as may be agreed by the First Incremental Borrower and the Arrangers) to Tranche C Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:Loans;
(ic) Immediately before CGMI and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) executed legal opinions of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York and Delaware counsel for to the Loan Parties Borrower and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLPlocal counsel to the Borrower and the Administrative Agent in the jurisdictions listed on Schedule 1 hereto, special Nevada counsel for in each case in form and substance reasonably satisfactory to the Loan PartiesArrangers and the Administrative Agent. The Borrower and the other Credit Parties hereby requests each instruct such counsel to deliver such opinion.legal opinions;
(ivd) The the Administrative Agent and the Arranger shall have received a copy of closing certificate from each Credit Party certifying as to (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date resolutions duly adopted by the applicable Governmental Authority board of directors (or a representation that equivalent governing body) of such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Credit Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendmentthe Amendment (and the Credit Documents as amended), certified as (ii) copies of the First Incremental Term Facility Amendment Effective Date by its secretaryorganizational documents, an assistant secretary or a Responsible Officer as being in full force (iii) incumbency and effect without modification or amendment, specimen signature of each officer executing any Credit Document on behalf of such Credit Party and (iv) a the good standing certificate (to the extent of such concept exists) from the applicable Governmental Authority of each Loan Credit Party’s jurisdiction of incorporation, organization or formation.;
(ve) The the representations and warranties of the Borrower and the other Credit Parties set forth in Section 3 hereof shall be true and correct on and as of the Restatement Effective Date and no Default or Event of Default shall have occurred and be continuing, and CGMI and the Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to certificate, dated the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Restatement Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required signed by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III a Authorized Officer of the USA Patriot Act.Borrower, certifying the accuracy of such representations and warranties and the absence of a Default or Event of Default;
(viiif) The the Administrative Agent shall have received copies for its account or the account of a recent Lien each Lender entitled thereto all fees in connection with this Amendment agreed to prior to the Restatement Effective Date (including all fees agreed to pursuant to Section 5 below) and judgment search in each jurisdiction reasonably requested by all amounts due and payable to the Administrative Agent and the Collateral Agent on or prior to the First Incremental Term Facility Amendment Restatement Effective Date with respect pursuant to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 AmendmentCredit Documents, including, to the extent invoiced at least two 2 Business Days prior to the First Incremental Term Facility Amendment Restatement Effective Date, the reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel for counsel) required to be reimbursed or paid by the Borrower or any other Credit Party hereunder or under any other Credit Document; and
(g) on the Restatement Effective Date, CGMI and the Administrative Agent and the Arranger.
(d) The Borrower shall have paid received a certificate from an Authorized Officer of the Borrower to the Arranger effect that after giving effect to the fees consummation of the Transactions, the Borrower on a consolidated basis with its Subsidiaries is Solvent (as defined in the amounts previously agreed in writing Amended and Restated Credit Agreement). The date on which such conditions have been satisfied (or waived) is referred to be received on herein as the First Incremental Term Facility Amendment “Restatement Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.”
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Eighth Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent Agents and KKR Capital Markets LLC (the “Arranger”) Eighth Refinancing Amendment Arrangers (or their counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First Additional Term B Lender party hereto and Company, (iv) the Refinancing Term B-2 Lender and (v) the Administrative Agent, Agents either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent Agents (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.
(b) The obligation conditions to the making of the First Additional Refinancing Term B Lender party hereto to make First Additional Term B-2 Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs Section 1.02(d) hereof (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with other than clause (ix) above.
(iiithereof) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Partiessatisfied.
(c) The Borrowers shall have obtained Refinancing Term B Commitments in an aggregate amount equal to $3,143,125,000.00. The Borrowers shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 1.05 shall pay in full (i) all of the Original Term B Loans, (ii) all accrued and unpaid fees and interest with respect to the Original Term B Loans and (iii) to the extent invoiced, any amounts payable to the Persons that are Existing Term B Lenders immediately prior to the Eighth Amendment Effective Date pursuant to Section 2.16 of the Credit Agreement, in each case, with such payments to be made with the cash proceeds of the Refinancing Term B-2 Loans to be made on the Eighth Amendment Effective Date and other funds available to the Borrowers.
(d) The Administrative Agent Agents and the Arranger Eighth Refinancing Amendment Arrangers 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 one Business Days Day prior to the First Incremental Term Facility Eighth Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent Agents and the ArrangerEighth Refinancing Amendment Arrangers.
(de) The Borrower Borrowers shall have paid to the Arranger Eighth Refinancing Amendment Arrangers the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Eighth Amendment Effective Date.
(e) . The Term Loan B Administrative Agent shall notify the BorrowerBorrowers, the First Additional Refinancing Term B B-2 Lender and the other Lenders of the First Incremental Term Facility Eighth Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment amendments effected hereby shall not become effective and the consents provided by the Lenders party hereto and the obligations of the First Additional Refinancing Term B B-2 Lender hereunder to make First Additional Refinancing Term B-2 Loans will automatically terminate terminate, if each of the conditions set forth or referred to in Section 1.04 Sections 1.02(d) and 1.06 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25February 18, 20172021.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of on the first date when the following conditions are met or waived (the “First Incremental Term Facility Amendment No. 3 Effective Date”) on which the following conditions have been satisfied or waived:):
(a) The Administrative the Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) a counterpart signature page of this Amendment duly executed by each of the BorrowerLoan Parties, the Agent, the Issuing Bank, all Revolving Lenders and the New Term Lender and (ii) Holdings, (iii) the First Additional Term B a Lender party hereto Addendum executed 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.delivered by each Continuing Lender;
(b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs Sections 2.20 and 4.02 (aother than Section 4.02(c)) and (b) of Section 4.02 of the Credit Agreement shall be satisfied and the representations and warranties set forth in Section 4 hereof shall be true and correct on and as of the First Incremental Term Facility Amendment No. 3 Effective Date.
(ii) The Administrative Agent , and the First Additional Term B Lender party hereto Agent shall have received a certificate (in form and substance reasonably acceptable to the Agent), dated as of the Amendment No. 3 Effective Date and signed by the Chief Executive Officer, a Responsible Vice President, a Financial Officer of the Borrower dated or any other executive officer of the First Incremental Term Facility Amendment Effective DateBorrower who has specific knowledge of the Borrower’s financial matters and is satisfactory to the Administrative Agent, certifying compliance with clause (i) above.to such effect;
(iiic) The Administrative the Agent and the Arranger shall have received a the favorable written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto Lenders as of the Amendment No. 3 Effective Date and dated the First Incremental Term Facility Amendment No. 3 Effective Date) of (i) Xxxxxxx Xxxxxxx Wachtell, Rosen, Lipton & Xxxxxxxx LLPXxxx, New York and Delaware counsel for the Borrower and certain of the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Potter Xxxxxxxx & Xxxxxxx LLP, special Nevada Delaware counsel for the Borrower and certain of the Loan Parties. The Borrower hereby requests , in each such counsel case in form and substance reasonably satisfactory to deliver such opinion.the Agent and its counsel;
(ivd) The Administrative the Agent and the Arranger shall have received a copy of (i) each Organizational Document such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party certifiedParty, to the extent applicable, as authorization of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified the performance of the Credit Agreement and each other applicable Loan Document and any other legal matters relating to the Loan Documents, all in form and substance reasonably satisfactory to the Agent and its counsel;
(e) all accrued and unpaid interest on the Term B-1 Loans to but excluding the Amendment No. 3 Effective Date shall have been paid in full by Borrower;
(f) the Agent shall have received from the Borrower (i) all fees required to be paid to the Amendment No. 3 Lead Arrangers and the Amendment No. 3 Co-Managers as separately agreed pursuant to the Engagement Letter dated as of November 30, 2016, among the First Incremental Term Facility Borrower, the Amendment No. 3 Lead Arrangers and the Amendment Xx. 0 Xx-Xxxxxxxx (xxx “Xxxxxxxxxx Xxxxxx”), (xx) all expenses required to be paid or reimbursed under Section 9.04(a) of the Credit Agreement for which invoices have been presented a reasonable period of time prior to the Amendment No. 3 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iviii) an amendment fee for the account of each Lender that delivers a good standing certificate (signature page to this Amendment in an amount as separately agreed pursuant to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.Engagement Letter;
(vg) The Administrative the Agent shall have received a Borrowing Request certificate of each Loan Party substantially in a the form reasonably acceptable of Exhibit E to the Administrative Agent requesting that Credit Agreement, dated the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment No. 3 Effective Date.;
(vih) Each each Loan Party shall have entered into provided the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about requested by the Loan Parties New Term Lender that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money money-laundering rules and regulations, including without limitation Title III of limitation, the USA Patriot Act., in each case as requested at least three Business Days prior to the Amendment No. 3 Effective Date; and
(viiii) The Administrative the Agent shall have received copies the results of a recent Lien lien search with respect to each Loan Party, and judgment such search in each jurisdiction reasonably requested shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 of the Administrative Agent Credit Agreement or discharged on or prior to the First Incremental Term Facility Amendment No. 3 Effective Date with respect pursuant to documentation satisfactory to the Loan PartiesAgent.
(c) The Administrative Agent and the Arranger 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Samples: Credit Agreement (Match Group, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 The effectiveness of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Additional Term B Lender party hereto 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 obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditionsconditions precedent:
(a) the Administrative Agent shall have received:
(i) Immediately before and after giving effect to an original counterpart of this Amendment, duly executed by the borrowing of the First Additional Term LoansBorrower, the conditions set forth in paragraphs (a) Administrative Agent, each Restricted Person and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.Majority Lenders;
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of signed by a Responsible Officer of the Borrower dated certifying that the First Incremental Term Facility representations and warranties of the Borrower set forth in Section 7 of this Amendment Effective Date, certifying compliance with clause (i) above.shall be true and correct; and
(iii) The Administrative Agent and payment, for the Arranger shall have received a written opinion (addressed account of each Lender that has returned an executed signature page to this Amendment to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City timetime on August 16, 2013 (the “Consent Deadline”) consenting to the amendments set forth in Section 2 of this Amendment and the consent and waiver set forth in Section 3 and Section 4 of this Amendment, respectively, an amendment fee (the “Amendment Fee”) in an amount equal to 0.05% of the aggregate principal amount of the Term Loans of such Lender outstanding as of the Consent Deadline (it being understood that the Borrower shall have no liability to pay the Amendment Fee if the Amendment Effective Date does not occur);
(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);
(c) the Borrower shall be contemporaneously consummating the transactions contemplated by the Exchange Agreement; and
(d) the Borrower shall, contemporaneously with the consummation of the transactions contemplated by the Exchange Agreement, have pledged the Class H Units as Collateral in accordance with the Loan Documents. The date on April 25, 2017which such conditions have been satisfied (or waived) is referred to herein as the “Amendment Effective Date”.
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Amendment Effectiveness. Sections 1.02 The commitments referred to in Section 1.2(a) above shall become effective upon the execution and 1.03 delivery of this Amendment on the date hereof. The remainder of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) Holdingseach Subsidiary Loan Party, (iii) the First Additional Term B each Revolving Commitment Increase Lender party hereto and (iv) the Administrative Agent, either (x) counterparts . The aggregate amount 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 AmendmentRevolving Commitment Increase shall not exceed $175,000,000.
(b) The obligation conditions to the effectiveness of the First Additional Term B Lender party hereto Revolving Commitment Increase set forth in Section 1.2(e) hereof (other than clause (viii) thereof) shall have been satisfied.
(c) All Revolving Loans outstanding immediately prior to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to shall have been prepaid, and the satisfaction Administrative Agent shall have received, for the accounts of the following conditions:
(i) Immediately before and after giving effect Revolving Lenders party to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied immediately prior to the Amendment Effective Date, all accrued and unpaid interest on and as of the First Incremental Term Facility Revolving Loans up to but excluding the Amendment Effective Date.
(iid) The Administrative Agent and the First Additional Term B Lender party hereto Borrower shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause obtained (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Tranche 4 Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for Permitted Second Priority Debt in the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinionform of second priority senior secured notes due 2019 in an aggregate principal amount of not less than $250,000,000.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(ve) The Administrative Agent shall have received a Borrowing Request payment, for the accounts of the Revolving Commitment Increase Lenders, of an amendment fee in a form reasonably acceptable an amount equal to 1.5% of the Revolving Commitment Increase of each Revolving Commitment Increase Lender.
(f) All Third Party Interests or Indebtedness incurred pursuant to Section 6.01(a)(xvi)(A) of the Credit Agreement shall have been paid in full and/or all Securitization Assets that have been sold, conveyed or otherwise transferred pursuant to any Securitization shall have been repurchased (or arrangements for such payments and repurchases satisfactory to the Administrative Agent requesting shall be in effect), and, upon such repayments and/or repurchases, (x) no Third Party Interests or Indebtedness incurred pursuant to Section 6.01(a)(xvi)(A) of the Credit Agreement shall remain outstanding, (y) all commitments of the Borrower and the Subsidiaries to sell, convey or otherwise transfer Securitization Assets pursuant to any Securitization shall be terminated and (z) all Securitization Assets that the First Additional Term B Lender make the First Additional Term Loans remain outstanding and were previously sold, conveyed or otherwise transferred pursuant to any Securitization shall have been repurchased by or otherwise transferred to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent or a Subsidiary Guarantor, and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies reasonably satisfactory evidence of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or foregoing.
(g) To the extent invoiced prior to the First Incremental Term Facility Amendment Effective Date with respect to Date, the Loan Parties.
(c) The Administrative Agent and the Arranger Borrowing Base Agents shall have received, in immediately available funds, received payment or reimbursement of all their reasonable and documented costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable expenses in connection with this Amendment, including, to the extent invoiced at least two Business Days prior to the First Incremental Term Facility Amendment Effective Date, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerBorrowing Base Agents.
(dh) The Borrower shall have paid To the extent invoiced prior to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) , the Administrative Agent shall have received, for the accounts of the Revolving Commitment Increase Lenders, payment of all fees and other amounts owed to such Revolving Commitment Increase Lenders by the Borrower on the Amendment Effective Date in connection with this Amendment and the transactions contemplated hereby. The Administrative Agent shall notify the Borrower, the First Additional Term B Lender Revolving Commitment Increase Lenders and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective effective, and the obligations of the First Additional Term B Lender Revolving Commitment Increase Lenders hereunder to make First Additional Term Loans provide the Revolving Commitment Increase will automatically terminate terminate, if each of the conditions set forth or referred to in Section 1.04 1.3 hereof has not been satisfied or waived at or prior to 5:00 11:59 p.m., New York City time, on April 25October 30, 20172009.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 This Agreement, and 1.03 the obligation of this Amendment the New Lenders to fund Amended Loans or convert Existing Term A Loans or Existing Revolving Loans into Amended Term A Loans or Amended Revolving Loans, as applicable, shall become effective as of the first date on July 8, 2014 (the “First Incremental Term Facility Amendment Effective Date”) on which ), upon the satisfaction of the following conditions have been satisfied or waivedconditions:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Additional each Subsidiary Guarantor, (iv) each New Term A Lender, (v) each New Term B Lender, (v) each New Revolving Lender party hereto and (ivvi) the Administrative Agent, either (x) counterparts of this Amendment 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 Amendment.Agreement;
(b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
Administrative Agent shall have received: (i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document the Organization Documents, including all amendments thereto, of each Loan Party certifiedParty, to the extent applicable, 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 representation certificate of the Secretary or Assistant Secretary of each Loan Party dated the Effective Date and certifying (A) that the Organization Documents of such Organizational Documents Loan Party have not been amended since the Effective Date), date of the last amendment thereto shown on the certificate of good standing from its jurisdiction of organization furnished pursuant to clause (ii) signature above; (B) that attached thereto is a true and incumbency certificates complete copy of the Responsible Officers agreement of each limited partnership, operating agreement or by-laws of such Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same Party, as those whose signature and incumbency certificates were delivered to the Administrative Agent applicable, as in effect on the Effective Date)Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (iiiC) that attached thereto is a true and complete copy of resolutions of duly adopted by the Board of Directors and/or similar governing bodies of each such Loan Party approving and authorizing the execution, delivery and performance of this Amendmentthe Loan Documents to which it is to be a party and, certified as in the case of the First Incremental Term Facility Amendment Effective Date by its secretaryBorrower, an assistant secretary the borrowings hereunder, and that such resolutions have not been modified, rescinded or a Responsible Officer as being amended and are in full force and effect without modification or amendment, effect; and (ivD) a good standing certificate (as to the extent such concept exists) from the applicable Governmental Authority incumbency and specimen signature of each officer executing any Loan Party’s jurisdiction of incorporation, organization or formation.Document;
(vc) The Administrative Agent shall have received a Borrowing Request certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 4.02(b) and Section 4.02(c) of the Amended and Restated Credit Agreement;
(d) On the Effective Date, the Administrative Agent shall have received (x) an opinion of Xxxxxxxx & Xxxxxxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Effective Date in the form attached hereto as Exhibit L-1 to the Amended and Restated Credit Agreement and (y) an opinion of the General Counsel of the Borrower, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Effective Date in the form attached hereto as Exhibit L-2 to the Amended and Restated Credit Agreement;
(e) On or prior to the Effective Date, the Administrative Agent shall have received:
(i) the Perfection Certificate duly executed on behalf of each Loan Party;
(ii) copies of lien search reports from Corporation Services Company or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices on any Collateral that name the Borrower, any other Loan Party, as such (under its present name and any previous name and, if requested by the Administrative Agent, under any trade names), as debtor or seller, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Liens permitted to remain outstanding on the Effective Date pursuant to Section 7.02 of the Amended and Restated Credit Agreement or for which the Administrative Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing) and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.02 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent);
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interests in intellectual property Collateral;
(iv) all of the Pledged Collateral (to the extent not previously delivered to the Administrative Agent), which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably acceptable satisfactory to the Administrative Agent requesting that and the First Additional Term B Lender make Collateral Agent, except as otherwise set forth in Section 6; and
(v) evidence of the First Additional Term Loans completion of all other customary filings and recordings of or with respect to the Borrower Collateral Documents and of all other customary actions as may be necessary to perfect the security interests intended to be created by the Collateral Documents;
(f) Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan Parties and their Subsidiaries evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, naming the Collateral Agent as additional insured and loss payee on behalf of the Lenders, except as otherwise set forth in Section 6;
(g) All fees to be paid on the First Incremental Term Facility Amendment Effective Date.Date pursuant to the Engagement Letter and reasonable out-of-pocket expenses required to be paid on the Effective Date as contemplated in the Engagement Letter, to the extent invoiced at least three (3) Business Days prior to the Effective Date shall have been paid in full in cash or will be paid on the Effective Date out of the initial Credit Extensions;
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(viih) The Administrative Agent shall have received from the Borrower a closing fee payable in Dollars (provided that the closing fee for the New Term B Lenders may be payable in the form of original issue discount), (i) for the account of each New Revolving Lender, equal to 0.35% of the aggregate principal amount of the Amended Revolving Commitments of such New Revolving Lenders as of the Effective Date, (ii) for the account of each New Term A Lender, equal to 0.35% of the aggregate principal amount of the Amended Term A Loans of such New Term A Lenders as of the Effective Date and (iii) for the Arranger account of each New Term B Lender, equal to 0.50% of the aggregate principal amount of the Amended Term B Loans of such New Term B Lenders as of the Effective Date;
(i) The Administrative Agent shall have received (i) the Audited Financial Statements, (ii) the Unaudited Financial Statements and (iii) the projections referred to in Section 5.05(d) of the Amended and Restated Credit Agreement;
(j) The Administrative Agent shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the Joint Lead Arrangers in writing at least 10 Business Days 5 days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or Agent and the Arranger have Joint Lead Arrangers reasonably determined determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA U.S. Patriot Act.;
(viiik) The Administrative Agent shall have received copies a Notice of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or Borrowing no later than 1:00 p.m. two Business Days immediately prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.Date;
(cl) The Administrative Agent and Substantially concurrently with the Arranger shall have received, in immediately available funds, payment or reimbursement incurrence 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 First Incremental Term Facility Amendment Effective DateAmended Loans, the reasonable fees, charges Borrower will repay any Existing Revolving Loans and disbursements of counsel for Existing Term A Loans not being converted into Amended Term A Loans under the Administrative Agent Amended and the Arranger.Restated Credit Agreement; and
(dm) The Borrower shall have paid all fees due and payable under the Credit Agreement (if any) to the Arranger Revolving Lenders, the fees L/C Issuer and the Swing Line Lender pursuant to the Credit Agreement; The documents referred to in this Section 5 shall be delivered to the amounts previously agreed Administrative Agent no later than the Effective Date. The certificates and opinions referred to in writing this Section 5 shall be dated the Effective Date. For purposes of determining compliance with the conditions specified in this Section 5, each New Lender shall be deemed to have approved this Agreement and consented to, approved, accepted or be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the New Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received on notice from such New Lender prior to the First Incremental Term Facility Amendment Effective Date.
(e) initial Borrowing hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable share of such Borrowing. The Administrative Agent shall notify the Borrower, the First Additional Term B Lender New Lenders and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 The Amendment and 1.03 the amendment and restatement of this Amendment the Credit Agreement provided for herein shall become effective as of the first date (the “First Incremental Term Facility Second Refinancing Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First Additional Term B Lender party hereto and each New Revolving Credit Lender, (iv) the Administrative Agent, (v) the Swing Line Lender and (vi) each L/C Issuer, 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 aggregate amount of New Revolving Credit Commitments shall constitute (x) Credit Agreement Refinancing Indebtedness permitted by the Credit Agreement and (y) to the extent the New Revolving Credit Commitments exceed the Credit Agreement Refinancing Indebtedness permitted by the Credit Agreement in respect of the 2011 Revolving Credit Commitment and 2011 Revolving Credit Loans, a Revolving Commitment Increase permitted by the Credit Agreement.
(b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the establishment of the New Revolving Credit Commitments, the borrowing of any Revolving Credit Loans on the First Additional Term LoansSecond Refinancing Amendment Effective Date pursuant thereto or the application of the proceeds therefrom, the repayment in full of the Existing Revolving Credit Loans and the termination of the 2011 Revolving Credit Commitments, (x) no Default or Event of Default shall exist and the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Second Refinancing Amendment Effective Date.
Date and (iiy) The Administrative Agent the Company shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis, on and as of the Second Refinancing Amendment Effective Date and the First Additional Term B Lender party hereto last day of the most recent Test Period, in each case, as if such New Revolving Credit Commitments had been established and such borrowings made pursuant thereto had been outstanding on the last day of such fiscal quarter of the Company for testing compliance therewith, and the New Revolving Credit Lenders shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Second Refinancing Amendment Effective Date, certifying compliance with clause (i) aboveDate to such effect.
(iiic) The Administrative Agent and the Arranger shall have received a written favorable legal opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for to the Loan Parties, covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. The Borrower Borrowers hereby requests each request such counsel to deliver such opinion.
(ivd) The Administrative Agent and the Arranger shall have received a copy of (i) a certificate of good standing with respect to each Organizational Document of the Borrowers and Holdings and (ii) a closing certificate executed by a Responsible Officer of each Loan Party certifiedof the Borrowers and Holdings dated the Second Refinancing Amendment Effective Date, substantially in the form of the closing certificate delivered in connection with the Amendment and Restatement Agreement, certifying as to the extent incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of each of the Borrowers and Holdings and attaching (A) a true and complete copy of the certificate of incorporation or formation, as applicable, of each of the Borrowers and Holdings, including all amendments thereto, as in effect on the Second Refinancing Amendment Effective Date, certified as of a recent date by the applicable Governmental Authority (or a representation Secretary of State of the state of its organization, that such Organizational Documents have has not been amended since the Effective Date)date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, (iiB) signature a true and incumbency certificates complete copy of the Responsible Officers by-laws or limited liability company agreement, as applicable, of each Loan Party executing of the Loan Documents to which it is Borrowers and Holdings as in effect on the Second Refinancing Amendment Effective Date and at all times since a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered date prior to the Administrative Agent on date of the Effective Date)resolutions described in clause (C) below, and (iiiC) a true and complete copy of resolutions of duly adopted by the Board of Directors and/or similar governing bodies or the Board of Managers, as applicable, of each Loan Party approving of the Borrowers and Holdings authorizing the execution, delivery and performance of this AmendmentAmendment and certifying that such resolutions have not been modified, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary rescinded or a Responsible Officer as being amended and are in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationeffect.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vie) Each Loan Party shall have entered into a reaffirmation agreement, in form and substance reasonably satisfactory to the First Incremental Term Facility Amendment Reaffirmation Administrative Agent.
(f) The Company 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 outstanding Existing Revolving Credit Loans, (ii) all accrued and unpaid fees and interest with respect to the Existing Revolving Credit Loans and (iii) to the extent invoiced, any amounts payable pursuant to Section 3.05 of the Credit Agreement.
(viig) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 First Incremental Term Facility Amendment Effective Dateinvoiced, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerAgent.
(dh) The Borrower Administrative Agent shall have paid received, in immediately available funds, for the account of the New Revolving Credit Lenders, payment of all fees owed to such New Revolving Credit Lenders by the Arranger the fees in the amounts previously agreed in writing to be received Borrowers on the First Incremental Term Facility Second Refinancing Amendment Effective Date.
(e) Date in connection with this Amendment and the transactions contemplated hereby. The Administrative Agent shall notify the BorrowerBorrowers, the First Additional Term B Lender New Revolving Credit Lenders and the other Lenders of the First Incremental Term Facility Second Refinancing Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Samples: Second Refinancing and Incremental Amendment (Sungard Capital Corp Ii)
Amendment Effectiveness. Sections 1.02 and 1.03 The effectiveness of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Additional Term B Lender party hereto 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 obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditionsconditions precedent:
(a) the Administrative Agent shall have received:
i. an original counterpart of this Amendment, duly executed by each Borrower, the Administrative Agent and each Revolving Lender;
ii. an Increased Facility Activation Notice, duly executed by the Borrowers’ Agent and the Lenders party thereto;
iii. a New Lender Supplement substantially in the form of Exhibit H to the Credit Agreement (with appropriate revisions in form and substance satisfactory to Administrative Agent) for each Lender joining the Credit Agreement on the Second Amendment Effective Date, each duly executed by each such Lender, the Borrowers’ Agent and the Administrative Agent;
(i) Immediately before and after giving effect to the borrowing a certificate of the First Additional Term Loanseach Loan Party, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and dated as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Second Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and substantially in the Arranger shall have received a written opinion (addressed form of Exhibit C to the Administrative Agent Credit Agreement, with appropriate insertions and attachments, including the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) certificate of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document incorporation of each Loan Party certified, to the extent applicable, as of that is a recent date corporation certified by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates relevant authority of the Responsible Officers jurisdiction of each organization of such Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept existsjurisdiction provides such certifications), and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization (to the applicable Governmental Authority extent such jurisdiction issues such certificates);
v. an amendment to each of the existing Mortgages (each a “Mortgage Amendment” and collectively the “Mortgage Amendments”), in form and substance satisfactory to Administrative Agent, to reflect the increase in the Revolving Commitments and the extension of the Revolving Termination Date;
vi. fully paid date down endorsements, bringing forward the effective date of each Loan Party’s jurisdiction of incorporation, organization or formation.
existing Policy (v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received including all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction endorsements thereto as reasonably requested by the Administrative Agent on or prior Agent) to the First Incremental Term Facility date of recording of each applicable Mortgage Amendment Effective Date and increasing the total amount of title insurance under such Policies, in the aggregate, to $250,000,000, in form and substance satisfactory to Administrative Agent, with all conditions to issuance thereof (including the receipt by the Title Insurance Company of all requirements in connection therewith, including, without limitation, affidavits, indemnities and corporate authority documents) having been satisfied;
vii. an opinion of New York counsel to the MLP and its Subsidiaries with respect to this Amendment in form and substance satisfactory to Administrative Agent;
viii. an opinion of Ohio counsel with respect to the Loan PartiesMortgage Amendments in form and substance satisfactory to Administrative Agent; and
ix. evidence that the Borrowers have obtained the consent of the holders of a majority in aggregate principal amount of the then outstanding Senior Notes to effect an amendment to the Senior Note Indenture to permit the incurrence of the increased Revolving Commitments pursuant to this Amendment, and that such amendment has been effected.
(cb) The Administrative Agent and the Arranger Borrowers shall have received, in immediately available funds, payment or reimbursement of paid 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for to the Administrative Agent and the Arranger.
(d) The Borrower shall have paid Arranger to the Arranger extent invoiced at least one (1) day prior to the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Second 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 date upon which the Amendment shall be effective (eprovided 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) The Administrative Agent is referred to herein as the “Second Amendment Effective Date”; provided that the Amendment shall notify not be effective if the conditions referred to herein are not satisfied (or waived) within 60 days of the date that the Amendment is duly executed by each Borrower, the First Additional Term B Lender Administrative Agent and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017Revolving Lender.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as (a) The effectiveness of the first date amendments to the Credit Agreement contemplated hereby (other than the amendment contemplated by Section 2(l) hereof) and the obligations of each Additional Term Lender to make any Additional Term Loans hereunder shall be subject to the satisfaction (or waiver by the Required Lenders and each Additional Term Lender), on or prior to December 2, 2013, of the following conditions (the first Business Day on which all conditions are so satisfied or waived and the Additional Term Loans are made, the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:):
(ai) The the Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from counterparts of this Amendment that, when taken together, bear the signatures of (iA) the US Borrower, (ii) Holdings, the Canadian Borrower and the Subsidiary Guarantors, (iii) the First Additional Term B Lender party hereto and (ivB) the Administrative Agent, either (xC) counterparts Royal Bank of this Amendment signed on behalf of such parties or Canada, (yD) written evidence satisfactory to the Administrative Agent Required Lenders and (which may include facsimile or other electronic transmissions of signed signature pagesE) that such parties have signed counterparts of this Amendment.
(b) The obligation of the First each Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.Lender;
(ii) The the Administrative Agent shall have received, on behalf of itself and the First Additional Term B Lender party hereto shall have received Lenders, a certificate written opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP and a Responsible Officer written opinion of the Borrower Osler, Xxxxxx & Harcourt LLP, each (A) dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (iB) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto Lenders, and dated (C) in form and substance consistent with the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx opinions delivered by Xxxxxx, Xxxx & Xxxxxxxx LLP and Osler, Xxxxxx & Harcourt LLP, New York respectively, on the Closing Date (other than changes reasonably satisfactory to the Administrative Agent to such opinions resulting from a change in law, change in fact or change to counsels’ respective forms of opinion);
(iii) the Administrative Agent shall have received board resolutions and Delaware counsel for other closing certificates consistent with those delivered on the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.Closing Date;
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request for the Additional Term Loans in a form reasonably acceptable and substance satisfactory to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three not later than 11:00 a.m., New York City time, two Business Days prior to the First Incremental Amendment Effective Date;
(v) the Second Lien Amendment shall be effective and the US Borrower shall have incurred, or substantially contemporaneously with the initial funding of the Additional Term Facility Loans on the Amendment Effective Date shall incur, $35,000,000 in aggregate principal amount of Incremental Second Lien Term Loans pursuant to the Second Lien Amendment;
(vi) the Administrative Agent shall have received a solvency opinion from a nationally-recognized investment bank or valuation firm satisfactory to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Additional Term Loans and the application of the proceeds thereof, are Solvent;
(vii) the Administrative Agent shall have received payment of (i) all fees and other amounts due and payable on or prior to the Amendment Effective Date pursuant to this Amendment or separately agreed to in writing by the US Borrower and the arrangers of the Amendment or required by Section 9.3 of the Credit Agreement or by any other Loan Document, including reimbursement or payment of all reasonable out-of-pocket expenses (including the fees, disbursements and other charges of legal counsel) required to be reimbursed or paid by any Loan Agreement Party to the Administrative Agent for which invoices have been presented no later than two Business Days before the Amendment Effective Date and (ii) for the account of each Lender that executes and delivers a counterpart signature page to this Amendment at or prior to 5:00 p.m., New York City time, on November 25, 2013, an amendment fee (the “Amendment Fee”) in an aggregate amount equal to 0.25% of the aggregate principal amount of the First Lien Term Loans (other than, for the avoidance of doubt, the Additional Term Loans) and/or the aggregate amount of the Revolving Credit Commitments (whether drawn or undrawn), in each case held by such Lender immediately prior to the Amendment Effective Date. The Amendment Fee shall be payable in immediately available funds and, once paid, such fee or any part thereof shall not be refundable;
(viii) the Lenders shall have received, no later than five Business Days prior to the Amendment Effective Date, all documentation and other information about the Loan Parties that shall have US Borrower, the Canadian Borrower and the Guarantors as has been reasonably requested in writing at least 10 Business Days prior with respect to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.PATRIOT Act of 2001; and
(viiiix) The the Administrative Agent shall have received copies a certificate, dated the Amendment Effective Date and signed by a Responsible Officer or a senior vice president of a recent Lien the US Borrower, certifying that the representations and judgment search warranties set forth in each jurisdiction reasonably requested Section 4 above are true and correct, and no Default or Event of Default shall exist before or after giving effect to the transactions contemplated hereby, including the application of the proceeds thereof.
(b) The effectiveness of the amendment to the Credit Agreement contemplated by Section 2(l) hereof shall be subject to (i) the Term Amendment Effective Date and (ii) the receipt by the Administrative Agent (or its counsel) of counterparts of this Amendment that bear the signatures of the Required Revolving Lenders. The first Business Day on or prior to which all such conditions are so satisfied, the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 First Incremental Term Facility “Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) ”. The Administrative Agent shall notify the Borrower, US Borrower and the First Lenders (including the Additional Term B Lender and the other Lenders Lenders) of the First Incremental Term Facility Amendment Effective Date Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Samples: Incremental Assumption Agreement and Amendment No. 1 (Continental Building Products, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this The Amendment shall become effective as of the first date (the “First Incremental Term Facility Refinancing Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First Additional each Incremental Term B Lender party hereto 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 aggregate amount of Incremental Term B Commitments shall constitute Credit Agreement Refinancing Indebtedness permitted by the Credit Agreement.
(b) The obligation conditions to the making of the First Additional Incremental Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs Section 1.02(e) hereof (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with other than clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(viithereof) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Partiessatisfied.
(c) The Company shall have obtained Incremental Term B Commitments in an aggregate amount equal to $479,220,000. The Company 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 Incremental Term Loans (giving effect to any Conversion thereof), (ii) all accrued and unpaid fees and interest with respect to the Original Incremental Term Loans (including any such Original Incremental Term Loans that will be converted to Incremental Term B Loans on the First Refinancing Amendment Effective Date), and (iii) to the extent invoiced, any amounts payable to the Persons that are Incremental Term Lenders immediately prior to the First Refinancing Amendment Effective Date pursuant to Section 3.05 of the Credit Agreement, such payments to be made with the cash proceeds of the Incremental Term B Loans to be made on the First Refinancing Amendment Effective Date and other funds available to the Company.
(d) The Administrative Agent and the Arranger 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 First Incremental Term Facility Amendment Effective Dateinvoiced, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective DateAgent.
(e) The Administrative Agent shall have received, in immediately available funds, for the account of the Incremental Term B Lenders, payment of all fees owed to such Incremental Term B Lenders by the Borrowers on the First Refinancing Amendment Effective Date in connection with this Amendment and the transactions contemplated hereby. The Administrative Agent shall notify the BorrowerBorrowers, the First Additional Incremental Term B Lender Lenders and the other Lenders of the First Incremental Term Facility Refinancing Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective effective, and the obligations of the First Additional Incremental Term B Lender Lenders hereunder to make First Additional Incremental Term B Loans will automatically terminate terminate, if each of the conditions set forth or referred to in Section Sections 1.02(e) and 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25February 1, 20172011.
Appears in 1 contract
Samples: First Refinancing Amendment (Sungard Capital Corp Ii)
Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment No. 6 shall become effective as of the first date (the “First Incremental Term Facility Amendment No. 6 Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent JPMorgan Chase Bank, N.A. and KKR Capital Markets LLC (collectively, the “ArrangerArrangers”) (or their counsel) and the Administrate Agent shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First Intermediate Holdings, (iv) each 2020 Additional Term B Lender party hereto and (ivv) the Administrative Agent, Agent either (x) counterparts of this Amendment No. 6 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 obligation of the First 2020 Additional Term B Lender Lenders party hereto to make First 2020 Additional Term B Loans on the First Incremental Term Facility Amendment No. 6 Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First 2020 Additional Term B Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment No. 6 Effective Date.
(ii) The Administrative Agent and the First 2020 Additional Term B Lender Lenders party hereto shall have received a certificate of a Responsible Officer of each of the Borrower Borrowers dated the First Incremental Term Facility Amendment No. 6 Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger Arrangers shall have received a written opinion (addressed to the Administrative Agent and the First 2020 Additional Term B Lender Lenders party hereto and dated the First Incremental Term Facility Amendment No. 6 Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger Arrangers shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or or, in lieu of a copy of any such Organizational Document, a representation that such Organizational Documents have not been amended since the Effective DateDate or, if later, since the date on which such Loan Party became a Loan Party), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or or, in lieu of a copy of any such signature and incumbency certificate, a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective DateDate or, if later, on the date on which such Loan Party became a Loan Party), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment No. 6 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First 2020 Additional Term B Lender Lenders make the First 2020 Additional Term B Loans to the Borrower Borrowers on the First Incremental Term Facility Amendment No. 6 Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment No. 6 Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger Arrangers shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment No. 6 Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment No. 6 Effective Date and that the Administrative Agents or the Arranger Arrangers have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent . Any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have received copies of deliver a recent Lien and judgment search Beneficial Ownership Certification in each jurisdiction reasonably requested by the Administrative Agent on or prior relation to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Partiessuch Borrower.
(c) The Administrative Agent and the Arranger Arrangers 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 First Incremental Term Facility Amendment No. 6 Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerArrangers.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the BorrowerBorrowers, the First 2020 Additional Term B Lender Lenders and the other Lenders of the First Incremental Term Facility Amendment No. 6 Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First 2020 Additional Term B Lender Lenders hereunder to make First 2020 Additional Term B Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25February 18, 20172020.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 and 1.03 The effectiveness of this Amendment shall become effective as be subject to the satisfaction of the first date following conditions precedent set forth in this Section 4 (the date on which such conditions are satisfied (or waived by the Administrative Agent) is referred to herein as the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:):
(a) The the Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the each Borrower, (ii) Holdings, the Required Lenders and (iii) the First Additional Required Term B Lender party hereto Loan Lenders a duly executed and delivered counterpart of this Amendment signed by each such party;
(ivb) the Administrative Agent (or its counsel) shall have received the executed legal opinion letter of DLA Piper LLP (US), as counsel to the Parent Borrower, with respect to the Parent Borrower, dated as of the Effective Date;
(c) the Administrative Agent (or its counsel) shall have received a duly executed and delivered customary secretary’s certificate, in form and substance reasonably satisfactory to the Administrative Agent, either with appropriate attachments regarding corporate records and evidence of authority for the Parent Borrower;
(xd) counterparts of this Amendment signed on behalf of such parties the Administrative Agent (or (yits counsel) written evidence shall have received a duly executed and delivered solvency certificate, in form and substance reasonably satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions Agent, for the Parent Borrower and its Restricted Subsidiaries on a consolidated basis, from the chief financial officer of signed signature pages) that such parties have signed counterparts of this Amendment.the Parent Borrower;
(be) The obligation of the First Additional Term B Lender party hereto Lead Arrangers will have received at least 5 days prior to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before all documentation and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate other information (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about has been requested, and the Loan Parties that shall Borrowers have been reasonably requested in writing at least 10 Business Days afforded, a reasonable amount of time prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is such date) required by United States bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including including, without limitation Title III limitation, the Patriot Act;
(f) no Default or Event of Default under any of the USA Patriot Act.Credit Documents exist, as of the Effective Date; and
(viiig) The the Administrative Agent shall have received copies of a recent Lien all amounts due and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date payable, solely with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for counsel, to the Administrative Agent and the Arranger.
(d) The Borrower shall have paid Lead Arrangers on or prior to the Arranger Effective Date pursuant to the fees in the amounts previously agreed in writing Credit Documents, required to be received on reimbursed or paid by the First Incremental Term Facility Borrowers hereunder or under any other Credit Document with respect to this Amendment for which invoices have been provided prior to the Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 and 1.03 The effectiveness of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which be subject to the following conditions have been satisfied or waivedprecedent:
(a) The the Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from a duly executed and completed counterpart hereof (in the form provided and specified by the Administrative Agent) that bears the signature of (i) each of the BorrowerBorrowers, the affected Grantors party to the U.S. Obligations Security Agreement and the affected Pledgors party to the U.S. Pledge Agreement, (ii) Holdings, (iii) the First Additional Term B Lender party hereto and (iv) the Administrative Agent, either (xiii) counterparts if any is then appointed pursuant to the Credit Agreement, the Swingline Lender, (iv) if any is then appointed pursuant to the Credit Agreement, the Letter of this Credit Issuer, (v) each Revolving Credit Lender party to the Credit Agreement from and after the Fourth Amendment signed on behalf of such parties or Effective Date and (yvi) written evidence satisfactory to the Required Lenders;
(b) the Administrative Agent (which may include facsimile or other electronic transmissions its counsel) shall have received the executed legal opinion letter of signed signature pages) that such parties have signed counterparts of this Amendment.
(b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect DLA Piper LLP (US), as counsel to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) Parent Borrower and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The XXXXX-XXXXX & XXXXX Abogados, S. L. P. as counsel to the Foreign Subsidiary Borrower;
(c) the Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent all amounts due and the Arranger shall have received a written opinion (addressed payable to the Administrative Agent and the First Additional Term B Lender party hereto and dated Lead Arranger on or prior to the First Incremental Term Facility Fourth Amendment Effective DateDate pursuant to the Credit Documents, including, to the extent invoiced prior to the date hereof, reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrowers hereunder or under any other Credit Document with respect to this Amendment;
(d) the Administrative Agent (or its counsel) shall have received duly executed and delivered customary secretary’s certificates, in form and substance reasonably satisfactory to the Administrative Agent, with appropriate attachments regarding corporate records and evidence of authority, for the Parent Borrower and the Foreign Subsidiary Borrower;
(e) the Administrative Agent (or its counsel) shall have received a duly executed and delivered solvency certificate, in form and substance reasonably satisfactory to the Administrative Agent, for the Parent Borrower and its Restricted Subsidiaries on a consolidated basis, from the chief financial officer of the Parent Borrower;
(f) if applicable, the assignment of any Loans and Commitments of any Non-Consenting Lender, if any, to one or more assignees reasonably acceptable to the Administrative Agent; provided that (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPall Obligations (other than principal and interest) of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each replacement Lender shall purchase the foregoing by paying to such counsel Non-Consenting Lender a price equal to deliver such opinion.the principal amount thereof plus accrued and unpaid interest thereon;
(ivg) The Administrative Agent and the Lead Arranger shall will have received a copy of (i) each Organizational Document of each Loan Party certified, at least 2 days prior to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Fourth Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force all documentation and effect without modification or amendment, and (iv) a good standing certificate other information (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable documentation and other information has been requested at least 10 days prior to the Administrative Agent requesting that the First Additional Term B Fourth Amendment Effective Date by a party hereto who was not a Lender make the First Additional Term Loans immediately prior to the Borrower on the First Incremental Term Facility Fourth Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including including, without limitation Title III of limitation, the USA Patriot Act.; and
(viiih) The the Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent Consent Fee (as defined below), payable on or prior to the First Incremental Term Facility Fourth Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger shall have received, in immediately available funds, payment . The date on which such conditions have been satisfied (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, waived by the Administrative Agent) is referred to herein as the extent invoiced at least two Business Days prior to the First Incremental Term Facility “Fourth Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger”.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 This Amendment, the Amended Credit Agreement, and 1.03 the other Amended Documents, and the obligation of this Amendment the Term A Lenders to fund Term A Loans, the obligation of the Term B Lenders to fund Term B Loans or convert Original Term Loans into Term B Loans, and the obligation of the Revolving Lenders to provide the Revolving Credit Commitments shall become effective as of the date first date written above (the “First Incremental Term Facility Amendment Restatement Effective Date”) on which ), upon the satisfaction of the conditions described in Section 4.01 of the Amended Credit Agreement and the additional following conditions have been satisfied or waivedconditions:
(a) The Administrative Successor Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) the BorrowerResigning Agent, (ii) Holdingsthe Borrowers, Holdings and each other Loan Party, (iii) the First Additional each Term B Lender, each Term A Lender party hereto and each Revolving Lender, (iv) the Administrative AgentSuccessor Agent and (v) Lenders (as defined in the Original First Lien Credit Agreement) constituting the Required Lenders (as defined in the Original First Lien Credit Agreement), either (xA) counterparts of this Amendment signed on behalf of such parties or (yB) written evidence satisfactory to the Administrative Successor Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.
(b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Resigning Agent shall have received a Borrowing Request all fees and other amounts owing to it in a form reasonably acceptable to the its capacity as Administrative Agent requesting that under the First Additional Term B Lender make Original Credit Agreement as of the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Restatement Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Borrowers, Holdings, the Guarantors, the Successor Agent and the Arranger Resigning Agent shall have received, in immediately available funds, payment or reimbursement of all reasonable executed and documented costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including, to delivered the extent invoiced at least two Business Days prior to the First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerSuccessor Agency Agreement.
(d) The Borrower Each Converting Lender shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received payment on the First Incremental Restatement Effective Date of the accrued and unpaid interest owing to such Converting Lender in respect of its Converted Term Facility Amendment Effective DateB Loans.
(e) The Administrative Agent Any Original Revolving Loans incurred under the Original Revolving Credit Commitments shall notify be repaid in full (together with any unpaid fees and accrued and unpaid interest) with the Borrowerproceeds of the Term B Loans, the First Additional Term A Loans and other funds available to the Borrowers.
(f) Each Original Lender that holds Original Term Loans shall have received payment on the Restatement Effective Date of all of its outstanding Original Term Loans (other than Converted Term B Loans) together with accrued and unpaid interest owing to such Original Lender and the in respect of its Original Term Loans (other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional than Converted Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017Loans).
Appears in 1 contract
Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment No. 8 shall become effective as of the first date (the “First Incremental Term Facility Amendment No. 8 Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and KKR Capital Markets LLC JPMorgan Chase Bank, N.A. (the “Arranger”) (or their counsel) and the Administrate Agent shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First Additional Intermediate Holdings, (iv) each Term B B-2 Lender party hereto and (ivv) the Administrative Agent, Agent either (x) counterparts of this Amendment No. 8 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 AmendmentAmendment No. 8.
(b) The obligation of the First Additional Term B Lender B-2 Lenders party hereto to make First Additional Term B-2 Loans on the First Incremental Term Facility Amendment No. 8 Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term B-2 Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment No. 8 Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender B-2 Lenders party hereto shall have received a certificate of a Responsible Officer of each of the Borrower Borrowers dated the First Incremental Term Facility Amendment No. 8 Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender B-2 Lenders party hereto and dated the First Incremental Term Facility Amendment No. 8 Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or or, in lieu of a copy of any such Organizational Document, a representation that such Organizational Documents have not been amended since the Effective DateDate or, if later, since the date on which such Loan Party became a Loan Party), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or or, in lieu of a copy of any such signature and incumbency certificate, a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective DateDate or, if later, on the date on which such Loan Party became a Loan Party), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this AmendmentAmendment No. 8, and authorizing the execution, delivery and performance of this Amendment No. 8, certified as of the First Incremental Term Facility Amendment No. 8 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender B-2 Lenders make the First Additional Term B-2 Loans to the Borrower Borrowers on the First Incremental Term Facility Amendment No. 8 Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment No. 8 Reaffirmation Agreement.
(vii) The Administrative Agent shall have received a customary certificate from a Financial Officer of Holdings certifying that Holdings and its Subsidiaries are, on a consolidated basis after giving effect to the transactions contemplated under this Amendment No. 8 to occur on the Amendment No. 8 Effective Date, Solvent.
(viii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment No. 8 Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment No. 8 Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act. Any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower.
(viiiix) The Administrative Agent shall have received copies received, for the account of a recent Lien and judgment search in each jurisdiction reasonably requested Term B-2 Lender, an upfront fee equal to 5.50% of the aggregate principal amount of the Term B-2 Loans to be made by the Administrative Agent Term B-2 Lenders on or prior to the First Incremental Term Facility Amendment No. 8 Effective Date with respect to (which, at the Loan Partieselection of the Administrative Agent, may take the form of original issue discount).
(c) The Administrative Agent and the Arranger 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 AmendmentAmendment No. 8, including, to the extent invoiced at least two Business Days prior to the First Incremental Term Facility Amendment No. 8 Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) . The Administrative Agent shall notify the BorrowerBorrowers, the First Additional Term B Lender B-2 Lenders and the other Lenders of the First Incremental Term Facility Amendment No. 8 Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender B-2 Lenders hereunder to make First Additional Term B-2 Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25May 13, 20172020.
Appears in 1 contract
Samples: First Lien Credit Agreement (Endeavor Group Holdings, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment No. 2 Effective Date”) on which the following conditions have been satisfied or waivedwaived in accordance with the terms thereof:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received each of the following:
(i) (A) from (i1) the Borrower, (ii2) Holdings, (iii) the First Additional Term B Lender party hereto and (iv3) the Administrative Agent, either (x4) the Additional Replacement Term Loan Lender and (5) with respect to Section 2.05 only, the Subsidiary Guarantors, counterparts of this Amendment signed on behalf of such parties or parties, (yB) 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 obligation a Consent from each of the First Additional Converting Closing Date Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) Loan Lenders and (bC) of Section 4.02 of the Credit Agreement shall be satisfied on English law governed security reaffirmation deed, dated January 30, 2020 entered into between Holdings, DTZ Worldwide Limited, DTZ UK Bidco 2 Limited and as of the First Incremental Term Facility Amendment Effective Date.Collateral Agent;
(ii) The a fully executed Committed Loan Notice with respect to the Replacement Term Loans no later than 1:00 p.m., New York time, one (1) Business Day prior to the Amendment No. 2 Effective Date (or such shorter period as may be agreed by the Administrative Agent and the First Additional Term B Lender party hereto shall have received Agent);
(iii) a certificate of good standing from the secretary of state of the state of organization of the Borrower (to the extent such concept exists in such jurisdiction), a customary certificate of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower certifying true and complete copies of the Organizational Documents referenced therein (or certifying that there has been no changes to such Organizational Documents or the relevant information in the incumbency certificates since the Amendment No. 1 Effective Date) and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment;
(iv) an opinion from each of (A) Cleary, Gottlieb, Xxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, (B) Young Xxxxxxx Stargatt & Xxxxxx, LLP, Delaware counsel to the applicable Loan Parties, (C) Xxxxxxxxx Xxxxxxx, LLP, California and Massachusetts counsel to the applicable Loan Parties, (D) Xxxxxxxxx Xxxxxxxx LLP, Missouri counsel to the applicable Loan Parties and (E) Xxxxx & Xxxxx LLP, England and Wales counsel to Administrative Agent;
(v) a certificate signed by a Responsible Officer of the Borrower dated certifying as to the First Incremental Term Facility Amendment Effective Date, certifying compliance with satisfaction of the condition set forth in clause (id) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.below; and
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
a solvency certificate from a Financial Officer of Holdings (vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required after giving effect transactions contemplated by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 the Incurrence of the Replacement Term Loans and the refinancing of the Closing Date Term Loans) substantially in the form attached to the Credit Agreement as Exhibit I.
(b) (A) prior to or substantially concurrently with the occurrence of the Amendment No. 2 Effective Date, Borrower shall (1) repay in full the aggregate principal amount of the Non-Converted Closing Date Term Loans and (2) pay all accrued and unpaid interest (to, but not including, the Amendment No. 2 Effective Date) on all Closing Date Term Loans (whether or not such Closing Date Term Loans are being converted to Converted Closing Date Term Loans on the Amendment No. 2 Effective Date) and (B) all fees and expenses (in the case of expenses, to the extent invoiced at least two three (3) Business Days prior to the First Incremental Term Facility Amendment No. 2 Effective DateDate (except as otherwise reasonably agreed by the Borrower)) required to be paid on the Amendment No. 2 Effective Date in connection with this Amendment, pursuant any letter agreements between or among Borrower and/or one or more of the reasonable fees, charges and disbursements of counsel for the Administrative Agent Amendment No. 2 Lead Arrangers and the ArrangerAmendment No. 2 Co-Managers, shall have been paid, or shall be paid substantially concurrently with the incurrence of the Replacement Term Loans.
(c) [Reserved].
(d) The Borrower representations and warranties in Section 2.01 below shall have paid to the Arranger the fees be true and correct in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders all material respects as of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and bindingNo. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.2
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Fifth Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and Xxxxxxx Xxxxx Bank USA (acting through itself or any of its designated affiliates, “GS Bank”) and KKR Capital Markets LLC (together with certain of its affiliates, “KCM” ; together with GS Bank, in such capacity, the “ArrangerLead Arrangers”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Third Additional Term B Lender party hereto hereto, 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 obligation of the First Third Additional Term B Lender party hereto to make First Third Additional Term Loans on the First Incremental Term Facility Fifth Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Third Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Fifth Amendment Effective Date.
(ii) The Administrative Agent and the First Third Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Fifth Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger Lead Arrangers shall have received a written opinion (addressed to the Administrative Agent and the First Third Additional Term B Lender party hereto and the other Lenders party to the Credit Agreement and dated the First Incremental Term Facility Fifth Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger Lead Arrangers shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Datedate last delivered to the Administrative Agent), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are have not changed since the same as those whose signature and incumbency certificates were date last delivered to the Administrative Agent on the Effective DateAgent), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Fifth Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Third Additional Term B Lender party hereto make the First Third Additional Term Loans to the Borrower on the First Incremental Term Facility Fifth Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Fifth Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger Lead Arrangers shall have received all documentation including a certificate regarding beneficial ownership required by 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”) at least three Business Days prior to the First Incremental Term Facility Fifth Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Fifth Amendment Effective Date and that the Administrative Agents Agent or the Arranger Lead Arrangers have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot ActAct and the Beneficial Ownership Regulation.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Fifth Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger Lead Arrangers 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 First Incremental Term Facility Fifth Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerLead Arrangers.
(d) The Borrower shall have paid to the Arranger Lead Arrangers the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Fifth Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Third Additional Term B Lender and the other Lenders of the First Incremental Term Facility Fifth Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Third Additional Term B Lender hereunder to make First Third Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in this Section 1.04 hereof 2.01 has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25September 18, 20172019.
Appears in 1 contract
Samples: Credit Agreement (New Whale Inc.)
Amendment Effectiveness. Sections 1.02 This Amendment, and 1.03 the obligation of this Amendment the New Term Lenders to fund New Term Loans or convert Existing Term Loans into New Term Loans, shall become effective as of the first date on April 9, 2014 (the “First Incremental Term Facility Third Amendment and Restatement Effective Date”) on which ), upon the satisfaction of the following conditions have been satisfied or waivedconditions:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the Borrower, (ii) Holdingseach Subsidiary Guarantor, (iii) the First Additional each New Term B Lender party hereto 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 obligation Subject to Section 6(b) herein, the Administrative Agent shall have received evidence, including UCC, tax and judgment lien searches from the jurisdiction of formation and jurisdiction of the First Additional Term B Lender party hereto to make First Additional Term Loans on chief executive office of each Credit Party, that none of the First Incremental Term Facility Amendment Effective Date Collateral is subject to any Liens (in each case other than Permitted Liens); provided that title searches and other requirements with respect to each real property encumbered by a Mortgage shall be delivered following the satisfaction Third Amendment and Restatement Effective Date pursuant to Section 6(b) herein.
(c) The Administrative Agent shall have received a duly executed certificate of an appropriate officer of each Credit Party, certifying (i) that the copies of such Credit Party’s Organizational Documents (x) as previously certified and delivered to the Administrative Agent, remain in full force and effect as of the following conditions:Third Amendment and Restatement Effective Date without modification or amendment since such original delivery or (y) as certified as of a recent date by the appropriate Governmental Authority of the jurisdiction of such Credit Party’s organization or formation and attached to such officer’s certificate, are true, correct and complete and in full force and effect as of the Third Amendment and Restatement Effective Date, (ii) that the copies of such Credit Party’s resolutions approving and adopting the Financing Documents to which it is party, the transactions contemplated herein, and authorizing the execution and delivery thereof, as attached to such officer’s certificate, are true, correct and complete copies and in full force and effect as of the Third Amendment and Restatement Effective Date and (iii) as to incumbency certificates identifying the officers of such Credit Party that are authorized to execute the Amendment and to execute and act on such Credit Party’s behalf in connection with the Amendment.
(id) Subject to Section 6(c) herein, the Administrative Agent shall have received certificates of good standing or the equivalent (if any) for each Credit Party from such Credit Party’s jurisdiction of organization or formation, in each case certified as of a recent date by the appropriate Governmental Authority.
(e) Immediately before and after giving effect to the borrowing of the First Additional New Term Loans, the conditions Existing Term Loan Refinancing, the effectiveness of this Amendment, the ABL Repayment, the effectiveness of the ABL Facility, and the payment of fees and expenses related to the foregoing (the “Third Amendment and Restatement Transactions”) (i) no Event of Default shall have occurred and be continuing and (ii) the representations and warranties (x) of each Credit Party set forth in paragraphs (a) the Financing Documents and (by) in Section 7 of Section 4.02 of the Credit Agreement this Amendment shall be satisfied on true and correct in all material respects as of the First Incremental Term Facility Third Amendment and Restatement Effective DateDate (it being understood that, to the extent that any such representation and warranty specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)).
(iif) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) customary duly executed opinions of (i) Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLPCo-General Counsel and Corporate Secretary of the Borrower and (iii) Xxxxxxxx, special Nevada counsel for Xxxxxx & Finger P.A., in each case dated as of the Loan Parties. The Borrower hereby requests each such counsel Third Amendment and Restatement Effective Date and reasonably satisfactory to deliver such opinionthe Administrative Agent.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(vg) The Administrative Agent shall have received a Borrowing Request “Life-of-Loan” flood determination notice for each real property encumbered by a Mortgage and if such real property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and (ii) certificates of insurance evidencing the insurance required by Section 5.03(b) of the Third Amended and Restated Credit Agreement in form reasonably acceptable and substance satisfactory to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective DateAgent.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(viih) The Administrative Agent shall be reasonably satisfied that on the Third Amendment and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Restatement Effective Date and other information about (x) the Existing Term Loan Parties that Refinancing shall be consummated substantially simultaneously with the funding of the New Term Loans, (y) the ABL Repayment shall have been reasonably requested in writing at least 10 Business Days prior to consummated substantially simultaneously with the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III funding of the USA Patriot ActNew Term Loans and (z) the ABL Facility has been deemed effective.
(viiii) The Administrative Agent shall have received copies a certificate of a recent Lien and judgment search an appropriate officer of the Borrower certifying that the conditions set forth in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan PartiesSection 5(e) have been satisfied.
(cj) The Administrative Agent and the Arranger Third Amendment and Restatement Joint Lead Arrangers and Bookrunners shall have receivedreceived on or prior to the date hereof, in immediately available funds, payment or reimbursement (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agent for such 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 AmendmentAmendment (including pursuant to a separately agreed engagement letter among the Borrower and the Third Amendment and Restatement Joint Lead Arrangers and Bookrunners), includingincluding all reasonable invoiced fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Administrative Agent and the Third Amendment and Restatement Joint Lead Arrangers and Bookrunners, to the extent invoiced at least two one (1) Business Days Day prior to the First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) date hereof. The Administrative Agent shall notify the Borrower, the First Additional New Term B Lender Lenders and the other Lenders of the First Incremental Term Facility Third Amendment and Restatement Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment No. 4 Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from Lenders constituting the Required Lenders and each Borrower either (i) a counterpart of (or, in the Borrowercase of the Lenders, (iia consent to) Holdings, (iii) the First Additional Term B Lender party hereto and (iv) the Administrative Agent, either (x) counterparts of this Amendment Agreement signed on behalf of such parties party or (yii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other by electronic transmissions means transmission of a signed signature pagespage of this Agreement) that such parties have party has signed counterparts a counterpart of (or, in the case of the Lenders, a consent to) this AmendmentAgreement.
(b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable such copies of amendments to the Loan Documents as may be requested by the Administrative Agent requesting that in connection with the First Additional Term B Lender make transactions contemplated by the First Additional Term Loans Amendment to ensure the continued validity, enforceability and priority of the Loan Documents after giving effect to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall as may have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that by the Administrative Agents or Agent together with such opinions of counsel, certificates, and other documents as the Arranger Administrative Agent may have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Actrequested in connection therewith.
(viiic) All accrued interest on the Loans through the Amendment No. 4 Effective Date shall have been paid.
(d) The Administrative Agent shall have received copies from the Company a consent fee payable for the account of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent (i) Amendment No. 4 Consenting Lender consenting on or before December 5, 2022 in an amount equal to 0.25% of the aggregate principal amount of such Lender’s Term Loans and Revolving Facility Commitments outstanding immediately prior to the First Incremental Term Facility Amendment No. 4 Effective Date with respect which are converted to Term A-3 Loans, Deferred Term A-2 Loans and/or Revolving Facility C Commitments, as applicable, on the Amendment No. 4 Effective Date and (ii) without duplication of the fee set forth in clause (i) above, Term A-3 Lender in an amount equal to the Loan Parties.
(c) The Administrative Agent and percentage set forth in the Arranger 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, funds flow agreed to the extent invoiced at least two Business Days prior to the First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for between the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to Company of the Arranger the fees in the amounts previously agreed in writing to be received aggregate principal amount of such Lender’s Term A-3 Loans on the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and bindingNo. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.4
Appears in 1 contract
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this The Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) Holdingseach Subsidiary Loan Party, (iii) the First Additional Term B each New Revolving Lender party hereto and (iv) the Administrative Agent, either (x) counterparts . The aggregate amount of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to Revolving Commitments shall constitute Refinancing Indebtedness permitted by the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this AmendmentCredit Agreement.
(b) The obligation conditions to the effectiveness of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions New Revolving Commitments set forth in paragraphs Section 1.2(d) hereof (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with other than clause (iviii) above.
(iiithereof) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Partiessatisfied.
(c) The Borrower shall have obtained Revolving Commitments in an aggregate amount of up to $1,175,000,000.
(d) The principal of and accrued and unpaid interest on all outstanding Revolving Loans, Swingline Loans and LC Disbursements, and all accrued and unpaid fees payable pursuant to Section 2.12(a) or (b) of the Credit Agreement, in each case as of the Amendment Effective Date, and all amounts owed in respect of such prepayments pursuant to Section 2.16 of the Credit Agreement, shall have been (or substantially simultaneously with the effectiveness of the New Revolving Commitments shall be) paid in full, and the Administrative Agent shall have received evidence reasonably satisfactory to it of such payment.
(e) To the extent invoiced prior to the Amendment Effective Date, the Administrative Agent and the Arranger Borrowing Base Agents shall have received, in immediately available funds, received payment or reimbursement of all their reasonable and documented costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable expenses in connection with this Amendment, including, to the extent invoiced at least two Business Days prior to the First Incremental Term Facility Amendment Effective Date, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerBorrowing Base Agents.
(df) The Borrower shall have paid To the extent invoiced prior to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) , the Administrative Agent shall have received, for the account of the New Revolving Lenders, payment of all fees owed to such New Revolving Lenders by the Borrower on the Amendment Effective Date in connection with this Amendment and the transactions contemplated hereby. The Administrative Agent shall notify the Borrower, the First Additional Term B Lender New Revolving Lenders and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective effective, and the obligations of the First Additional Term B Lender New Revolving Lenders hereunder to make First Additional Term Loans provide the New Revolving Commitments will automatically terminate terminate, if each of the conditions set forth or referred to in Section 1.04 Sections 1.2(d) and 1.3 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25August 19, 20172010.
Appears in 1 contract
Samples: Credit Agreement (Rite Aid Corp)
Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as The effectiveness of the first date amendments to the Credit Agreement contemplated hereby and the obligations of each 2017 Term Lender to make any 2017 Term Loans hereunder shall be subject to the satisfaction (or waiver by each 2017 Term Lender party hereto), on or prior to the May 30, 2017, of the following conditions (the first Business Day on which all conditions are so satisfied or waived and the 2017 Term Loans are made, the “First Incremental Term Facility Amendment No. 3 Effective Date”) on which the following conditions have been satisfied or waived:):
(a) The the Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from counterparts of this Amendment that, when taken together, bear the signatures of (i) the BorrowerBorrowers, Holdings and the Subsidiary Guarantors, (ii) Holdings, the Administrative Agent and (iii) the First Additional each 2017 Term B Lender party hereto 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.Lender;
(b) The obligation the Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Holdings, the First Additional Term B Lender party hereto Borrowers and each Subsidiary Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to make First Additional Term Loans on act as a Responsible Officer in connection with this Amendment;
(c) the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
Administrative Agent shall have received (i) Immediately before such documents and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs certifications (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certifiedincluding Organization Documents and, to the extent applicableavailable under applicable local law, good standing certificates) as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on may reasonably require to evidence that Holdings, the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of Borrowers and each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary Subsidiary Guarantor is duly organized or a Responsible Officer as being in full force and effect without modification or amendmentformed, and (iv) a good standing certificate (that each of them is validly existing, and, to the extent available under local law, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such concept exists) from qualification, except to the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;
(vd) The the Administrative Agent shall have received a Borrowing Request in Committed Loan Notice relating to the incurrence of the 2017 Term Loans;
(e) the Administrative Agent shall have received a form reasonably acceptable solvency certificate executed by the chief financial officer or similar officer, director, manager or authorized signatory of the Parent Borrower (after giving effect to the repayment of the Existing Term Loans and the funding of the 2017 Term Loans to the Borrowers);
(f) the Administrative Agent shall have received an opinion of (i) Xxxxxx & Xxxxxxx LLP, special New York, Delaware, Texas and California counsel to the Loan Parties, and (ii) Xxxxxxx Xxxxx Xxxxxxxxx XXX, Xxxxxx Xxxxxxx counsel to the Administrative Agent requesting that the First Additional and each 2017 Term B Lender make the First Additional Term Loans Lender, in each case in form and substance reasonably satisfactory to the Borrower on the First Incremental Term Facility Amendment Effective Date.Administrative Agent;
(vig) Each Loan Party Holdings, the Borrowers and the Guarantors shall have entered into provided the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment No. 3 Effective Date and that by the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under 2017 Term Lender in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including without limitation Title III the PATRIOT Act to the extent requested in writing no less than three (3) days in advance of the USA Patriot Act.Amendment No. 3 Effective Date;
(viiih) The Administrative Agent shall have received copies subject to Section 6 of a recent Lien and judgment search in each jurisdiction this Amendment, all actions or documents reasonably requested by the Administrative Agent that are necessary to establish or re-affirm that the Collateral Agent will have a perfected first priority security interest (subject to Liens permitted under Section 7.02 of the Credit Agreement) in the Collateral to secure the 2017 Term Loans shall have been taken or executed and delivered (including, if so requested, deeds of confirmation, amendments and/or supplements to Collateral Documents);
(i) the Administrative Agent and its affiliates shall have received from the Borrowers (or shall be satisfied that it will receive substantially concurrently with the effectiveness of this Amendment) immediately available funds in an amount sufficient to consummate the Loan Repayment and pay all other fees and reimburse all expenses separately agreed in writing by the Borrowers and any 2017 Term Lender or required by Section 10.04 of the Credit Agreement or by any other Loan Document to be paid by the Borrowers in connection with this Amendment and the transactions contemplated hereby (to the extent, in the case of reimbursement of expenses, invoiced in reasonable detail on or prior to the First Incremental Term Facility Amendment Effective Date with respect date hereof);
(j) the representations and warranties set forth in Section 4 above shall be true and correct, and no Default or Event of Default shall exist before or after giving effect to the Loan Parties.transactions contemplated hereby (and the Administrative Agent shall have received a certification by a Responsible Officer of each Borrower that the condition specified in this clause (j) have been satisfied); and
(ck) The Administrative Agent and substantially concurrently with the Arranger shall have received, in immediately available funds, payment or reimbursement effectiveness 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 First Incremental 2017 Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower Loans shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Datebeen made.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Samples: Credit Agreement (PPD, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date on April 9, 2014 (the “First Incremental Term Facility Second Amendment Effective and Restatement Date”) on which ), upon the satisfaction of the following conditions have been satisfied or waivedconditions:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the Borrower, (ii) Holdingseach Subsidiary Guarantor, (iii) the First Additional Term B Lender party hereto and Consenting Lenders, (iv) the Administrative Agent, (v) the Issuing Lender and (vi) the Swingline Lender, 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 obligation Subject to Section 6(b) herein, the Administrative Agent shall have received evidence, including UCC, tax and judgment lien searches from the jurisdiction of formation and jurisdiction of the First Additional Term B Lender party hereto to make First Additional Term Loans on chief executive office of each Credit Party, that none of the First Incremental Term Facility Amendment Effective Date Collateral is subject to any Liens (in each case other than Permitted Liens); provided that title searches and other requirements with respect to each real property encumbered by a Mortgage shall be delivered following the satisfaction Second Amendment and Restatement Date pursuant to Section 6(b) herein.
(c) The Administrative Agent shall have received a duly executed certificate of an appropriate officer of each Credit Party, certifying (i) that the copies of such Credit Party’s Organizational Documents (x) as previously certified and delivered to the Administrative Agent, remain in full force and effect as of the following conditions:Second Amendment and Restatement Date without modification or amendment since such original delivery or (y) as certified as of a recent date by the appropriate Governmental Authority of the jurisdiction of such Credit Party’s organization or formation and attached to such officer’s certificate, are true, correct and complete and in full force and effect as of the Second Amendment and Restatement Date, (ii) that the copies of such Credit Party’s resolutions approving and adopting the Financing Documents to which it is party, the transactions contemplated herein, and authorizing the execution and delivery thereof, as attached to such officer’s certificate, are true, correct and complete copies and in full force and effect as of the Second Amendment and Restatement Date and (iii) as to incumbency certificates identifying the officers of such Credit Party that are authorized to execute the Amendment and to execute and act on such Credit Party’s behalf in connection with the Amendment.
(id) Subject to Section 6(c) herein, the Administrative Agent shall have received certificates of good standing or the equivalent (if any) for each Credit Party from such Credit Party’s jurisdiction of organization or formation, in each case certified as of a recent date by the appropriate Governmental Authority.
(e) Immediately before and after giving effect to this Amendment and payment of fees and expenses in connection with the borrowing foregoing (the “Second Amendment and Restatement Transactions”) (i) no Event of Default shall have occurred and be continuing and (ii) the First Additional Term Loans, the conditions representations and warranties (x) of each Credit Party set forth in paragraphs (a) the Financing Documents and (by) in Section 7 of Section 4.02 of the Credit Agreement this Amendment shall be satisfied on true and correct in all material respects as of the First Incremental Term Facility Second Amendment Effective Dateand Restatement Date (it being understood that, to the extent that any such representation and warranty specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)).
(iif) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) customary duly executed opinions of (i) Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLPCo-General Counsel and Corporate Secretary of the Borrower and (iii) Xxxxxxxx, special Nevada counsel for Xxxxxx & Finger P.A., in each case dated as of the Loan Parties. The Borrower hereby requests each such counsel Second Amendment and Restatement Date and reasonably satisfactory to deliver such opinionthe Administrative Agent.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(vg) The Administrative Agent shall have received a Borrowing Request “Life-of-Loan” flood determination notice for each real property encumbered by a Mortgage and if such real property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and (ii) certificates of insurance evidencing the insurance required by Section 5.03(b) of the Second Amended and Restated Credit Agreement in form reasonably acceptable and substance satisfactory to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective DateAgent.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viiih) The Administrative Agent shall have received copies a certificate of a recent Lien and judgment search an appropriate officer of the Borrower certifying that the conditions set forth in each jurisdiction reasonably requested by Section 5(e) of the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Partieshave been satisfied.
(ci) The Administrative Agent and the Second Amendment and Restatement Lead Arranger and Bookrunner shall have receivedreceived on or prior to the date hereof, in immediately available funds, payment or reimbursement (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agent for such 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 AmendmentAmendment (including pursuant to a separately agreed engagement letter among the Borrower and X.X. Xxxxxx Securities LLC), includingincluding all reasonable invoiced fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Administrative Agent and the Second Amendment and Restatement Lead Arranger and Bookrunner, to the extent invoiced at least two one (1) Business Days Day prior to the First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arrangerdate hereof.
(dj) The Borrower Administrative Agent shall have paid received payment of consent fees by the Borrower for the ratable benefit of each Consenting Lender equal to 0.25% of the Arranger the fees in the amounts previously agreed in writing to be received outstanding principal amount of Commitments (as set forth on the First Incremental Term Facility Amendment Effective Date.
(eSchedule 2.01 of Annex B) held by each Consenting Lender. The Administrative Agent shall notify the Borrower, the First Additional Term B Lender Consenting Lenders and the other Lenders of the First Incremental Term Facility Second Amendment Effective and Restatement Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 and 1.03 The effectiveness of this Amendment shall become effective as and the obligations of each Additional Tranche B-1 Term Lender to fund a Tranche B-1 Term Loan are subject to the satisfaction of the following conditions precedent (the first date (of such satisfaction, the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:):
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the BorrowerBorrower and each other Loan Party, (ii) Holdings, each Tranche B-1 Term Lender and (iii) the First Additional Term B Lender party hereto 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 obligation Borrower shall have obtained Tranche B-1 Term Commitments in an aggregate amount equal to $2,743,125,000.00. The Borrower shall have paid in full, or substantially concurrently with the satisfaction of the First Additional other conditions precedent set forth in this Section 1.04 shall pay in full (i) all of the Original Tranche B Term Loans (after giving effect to any Conversion thereof), (ii) all accrued and unpaid fees and interest with respect to the Original Tranche B Lender party hereto Term Loans (including any such Original Tranche B Term Loans that will be converted to make First Additional Tranche B-1 Term Loans on the First Incremental Amendment Effective Date) and (iii) to the extent invoiced, any amounts payable to the Persons that are Exiting Term Facility Lenders immediately prior to the First Amendment Effective Date is subject pursuant to Section 2.20 of the Credit Agreement, such payments to be made with the cash proceeds of the Tranche B-1 Term Loans to be made on the First Amendment Effective Date and other funds available to the satisfaction of the following conditions:Borrower.
(ic) Immediately before and after giving effect to the borrowing of the First Additional Tranche B-1 Term Loans and the repayment in full of the Original Tranche B Term Loans, the conditions set forth in paragraphs (ab) and (bc) of Section 4.02 5.2 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent , and the First Additional Tranche B-1 Term B Lender party hereto Lenders shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date to such effect.
(d) The Administrative Agent shall have received:
(i) a certificate of the secretary or assistant secretary of each Loan Party dated the First Amendment Effective Date, certifying compliance with clause (iA) above.
that either (iiix) The Administrative Agent a true and the Arranger shall have received a written opinion (addressed complete copy of each Constitutive Document of such Loan Party was attached to the Administrative Agent secretary’s certificate dated August 12, 2019 thereto and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Constitutive Documents have not been amended altered since delivery of such Constitutive Documents on such date or (y) attaching a true and complete copy of each Constitutive Document of such Loan Party and certifying such Constitutive Documents are in full force and effect on the First Amendment Effective Date), (iiB) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it that attached thereto is a party (or a representation that such Responsible Officers are the same as those whose signature true and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) complete copy of resolutions of duly adopted by the Board of Directors and/or similar governing bodies of each such Loan Party approving and authorizing the execution, delivery and performance of this Amendmentthe Amendment and, certified as in the case of the First Incremental Term Facility Amendment Effective Date by its secretaryBorrower, an assistant secretary the borrowings hereunder, and that such resolutions have not been further modified, rescinded or a Responsible Officer as being amended and are in full force and effect without modification or amendment, and (ivC) as to the incumbency and specimen signature of each officer executing the Amendment or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (1)), including by reference to the incumbency certificate previously delivered in connection with the secretary’s certificate dated August 12, 2019; and
(ii) a certificate as to the good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction , to the extent requested by the Administrative Agent, as of incorporationa recent date, organization from such Secretary of State (or formationother applicable Governmental Authority).
(ve) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Tranche B-1 Term B Lender Lenders make the First Additional Tranche B-1 Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(viif) The Administrative Agent and the Arranger Lenders shall have received received, sufficiently in advance of the First Amendment Effective Date, all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III limitation, the Patriot Act, and including, without limitation, the information described in Section 11.17 of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or Credit Agreement. At least three days prior to the First Incremental Term Facility Amendment Effective Date with respect Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and the Administrative Agent has provided the Borrower the name of each requesting Lender and its electronic delivery requirements at least 10 Business Days prior to the Loan PartiesFirst Amendment Effective Date, the Administrative Agent and each such Lender requesting a Beneficial Ownership Certification (which request shall be made through the Administrative Agent) shall have received such Beneficial Ownership Certification.
(cg) The Administrative Agent and the Arranger First Amendment Arrangers shall have received, in immediately available funds, on or prior to the First Amendment Effective Date (i) all fees required to be paid to them by the Borrower as mutually agreed prior to the First Amendment Effective Date and (ii) 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 one Business Days Day prior to the First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) Agent. The Administrative Agent shall notify the Borrower, the First Additional Tranche B-1 Term B Lender Lenders and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Samples: Credit Agreement (Davita Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Seventh Amendment Effective Date”) on which the following conditions have been are satisfied (or waived:):
(a) The the Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the Borrower, (ii) HoldingsOpco, (iii) the First Additional Term B Lender party hereto and Administrative Agent, (iv) each Seventh Amendment Incremental Lender and (v) Lenders constituting the Administrative Agent, Required Lenders as of the Seventh Amendment Effective Date after giving effect to the establishment of the Seventh Amendment Incremental Commitments 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 obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and shall have received, on behalf of the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) Lenders, an executed legal opinion of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each instruct such counsel to deliver such legal opinion.;
(ivc) The Administrative Agent and the Arranger Borrower shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered paid to the Administrative Agent on (i) for the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies account of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified Seventh Amendment Incremental Lender as of the First Incremental Term Facility Seventh Amendment Effective Date by its secretaryDate, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (fee equal to 0.25% of the extent such concept exists) from the applicable Governmental Authority aggregate amount of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans Seventh Amendment Incremental Commitments provided to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Seventh Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date (ii) all reasonable costs and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsexpenses (including, including without limitation Title III the reasonable fees, charges and disbursements of the USA Patriot Act.
(viiiMilbank LLP) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger shall for which invoices 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 been presented at least two Business Days prior to the First Incremental Term Facility Seventh Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.;
(d) The Borrower the representations and warranties of each Loan Party set forth in the Loan Documents shall be, after giving effect to this Amendment, true and correct in all material respects on and as of the date of this Amendment with the same effect as though made on and as of such date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have paid been true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to the Arranger the fees “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in the amounts previously agreed in writing to be received all respects on the First Incremental Term Facility Amendment Effective Date.such respective dates;
(e) as of the date of this Amendment and immediately after giving effect hereto, no Default shall have occurred and be continuing; and
(f) the Administrative Agent shall have received a certificate of the Borrower signed by an Authorized Officer thereof (i) certifying and attaching a copy of the resolutions adopted by the governing body of the Borrower authorizing the establishment of the Seventh Amendment Incremental Commitments and the other amendments contained herein and (ii) certifying that the conditions set forth in the immediately preceding subclauses (d) and (e) have been satisfied. The Administrative Agent shall notify the Borrower, the First Additional Term B Lender Borrower and the other Lenders of the First Incremental Term Facility Seventh Amendment Effective Date Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Samples: Credit Agreement (KKR Real Estate Finance Trust Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Second Refinancing Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Additional each Term B Lender party hereto 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 obligation conditions to the making of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs Section 1.02(g) hereof (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with other than clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vithereof) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Partiessatisfied.
(c) The Borrower shall have obtained Term B Commitments in an aggregate amount equal to $1,305,000,000. 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 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 Second 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 Second 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 Second Refinancing Amendment Effective Date and other funds available to the Borrower.
(d) The Administrative Agent and the Arranger 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 one Business Days Day prior to the First Incremental Term Facility Second Refinancing Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) Agent. The Administrative Agent shall notify the Borrower, the First Additional Term B Lender Lenders and the other Lenders of the First Incremental Term Facility Second Refinancing Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender Lenders hereunder to make First Additional Term B Loans will automatically terminate terminate, if each of the conditions set forth or referred to in Section Sections 1.02(e) and 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25February 6, 2017.2013
Appears in 1 contract
Samples: Credit Agreement Refinancing Amendment (Interactive Data Corp/Ma/)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Fifth Amendment Effective Date”) on which each of the following conditions have been satisfied; provided that the amendments set forth in Section 1.01(c), (d) and (e) above (the “Reorganization Amendments”) shall not become operative until each of the conditions set forth in Section 1.04 below have been satisfied or waivedin accordance with their terms:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the Borrower, (ii) Holdings, the Required Lenders and (iii) the First Additional Term B Lender party hereto 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. Each Lender that submits an executed counterpart hereto acknowledges and agrees that in the absence of a change to the terms and conditions of this Amendment (including Annex A hereto), in each case that is (x) materially adverse to the Lenders and (y) made after the submission of executed counterpart, such submission is irrevocable.
(b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower Consent Fee on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III behalf of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan PartiesConsenting Lender.
(c) The Administrative Agent shall have received the following executed legal opinions: (a) the legal opinion of Xxxxxxx & Xxxxxx L.L.C., special counsel to the Loan Parties and (b) the Arranger legal opinion of Stoel Rives LLP, special Alaska counsel to the Loan Parties, in each case covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions.
(d) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all reasonable and documented costs, fees, out-of-pocket costs and expenses, compensation and other amounts then due and payable in connection with this Amendment, including, in the case of the Administrative Agent and the Fifth Amendment Arrangers, to the extent invoiced at least two one Business Days Day prior to the First Incremental Term Facility Fifth Amendment Effective Date, the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and counsel for the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Fifth Amendment Effective Date.
(e) Arrangers. The Administrative Agent shall notify the Borrower, the First Additional Term B Lender Borrower and the other Lenders of the First Incremental Term Facility Fifth Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment No. 2 Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from Lenders constituting the Required Lenders and each Borrower either (i) a counterpart of (or, in the Borrowercase of the Lenders, (iia consent to) Holdings, (iii) the First Additional Term B Lender party hereto and (iv) the Administrative Agent, either (x) counterparts of this Amendment Agreement signed on behalf of such parties party or (yii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other by electronic transmissions means transmission of a signed signature pagespage of this Agreement) that such parties have party has signed counterparts a counterpart of (or, in the case of the Lenders, a consent to) this AmendmentAgreement.
(b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable such copies of amendments to the Loan Documents as may be requested by the Administrative Agent requesting that in connection with the First Additional Term B Lender make transactions contemplated by the First Additional Term Loans Amendment to ensure the continued validity, enforceability and priority of the Loan Documents after giving effect to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall as may have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to together with such opinions of counsel, certificates, and other documents as the First Incremental Term Facility Amendment Effective Date with respect to the Loan PartiesAdministrative Agent may have reasonably requested in connection therewith.
(c) The Administrative Agent and the Arranger shall have received, received from the Company a consent fee payable for the account of each Amendment No. 2 Consenting Lender in an amount equal to 0.05% of the aggregate principal amount of such Lender’s Term Loans and Revolving Facility Commitments outstanding immediately available funds, payment or reimbursement of prior to the Amendment No. 2 Effective Date.
(d) The Administrative Agent shall have received all reasonable and documented costs, fees, out-of-pocket expenses, compensation and other amounts then fees due and payable in connection with this Amendmentto it on or prior to the Amendment No. 2 Effective Date and, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 2 Effective Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Amendment No. 2 Effective Date, including, to the extent invoiced at least two three (3) Business Days prior to the First Incremental Term Facility Amendment No. 2 Effective Date, the reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel Xxxxxx Xxxxxx & Xxxxxxx LLP, Xxxxxxx (Bermuda) Limited, Xxxxx & Xxxxxxx and Xxxxxx, Xxxxxx & Xxxxxxxx LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.
(i) On and as of the Amendment No. 2 Effective Date, the representations and warranties of the Borrower and each other Loan Party set forth in Sections 4.01(b) and 4.01(c) of the Credit Agreement shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) and (ii) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying as to the matters set forth in Sections 4.01(b) and 4.01(c) of the ArrangerCredit Agreement.
(di) The Borrower On the Amendment No. 2 Effective Date, the Collateral Agent shall have paid received (a) counterparts of each Amendment to Vessel Mortgage in respect of any Xxxxxxxx Islands flagged Mortgaged Vessel duly executed and delivered by the registered owner of such Mortgaged Vessel and the Mortgage Trustee suitable for recordation with the central office of the Maritime Administrator for the Republic of the Xxxxxxxx Islands in New York City (the “Maritime Administrator’s Office”), (b) evidence that each Amendment to Vessel Mortgage in respect of any Xxxxxxxx Islands flagged Mortgaged Vessel has been (or will, promptly following the Amendment No. 2 Effective Date, be) duly registered with the Maritime Administrator’s Office in accordance with the laws of the Republic of the Xxxxxxxx Islands and such other evidence that the Mortgage Trustee may deem necessary and that all registration fees in connection therewith have been duly paid; (ii) On or promptly following the Amendment No. 2 Effective Date, a Certificate of Ownership and Encumbrances issued by the Maritime Administrator’s Office stating that such Xxxxxxxx Islands flagged Mortgage Vessel is owned by the Subsidiary Guarantor and showing that there are of record no other liens or encumbrances on such Xxxxxxxx Islands flagged Mortgaged Vessel except the Vessel Mortgage as amended by the Amendment in favor of the Mortgage Trustee; (iii) Such other documents, including any consents, agreements or confirmation of third parties as may be required under any Amendment to the Arranger Mortgages in respect of the fees in Xxxxxxxx Islands flagged Mortgage Ships or otherwise as the amounts previously agreed in writing to be received on Collateral Agent or the First Incremental Term Facility Amendment Effective Date.
Mortgage Trustee may reasonably request; and (eiv) The the Administrative Agent shall notify have received a favorable opinion of Xxxxx Xxxxx, Xxxxxxxx Islands counsel to the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017Loan Parties.
Appears in 1 contract
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, Holdings and (iii) the First Additional each Term B Lender party hereto and (iv) the Administrative AgentB-3 Lender, 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 obligation of the First Additional each Term B B-3 Lender party hereto to make First Additional Term B-3 Loans (including through conversion of Original Term B-1 Loans) on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term LoansB-3 Loans and any repayment of the Original Term B-1 Loans contemplated hereby, (a) the conditions representations and warranties set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement 2.01 hereof shall be satisfied true and correct in all material respects on and as of the First Incremental Term Facility Amendment Effective Date, (b) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date with the same effect as though made on and as of such date; 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 on the First Amendment Effective Date or on such earlier date, as the case may be, (b) no Default or Event of Default shall have occurred and be continuing, and (c) the Administrative Agent shall have received a certificate of a Responsible Officer of each of the Borrower Parties dated the First Amendment Effective Date to such effect.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto B-3 Lenders shall have received a certificate of a Responsible Officer of written opinions (addressed to the Borrower Administrative Agent, the Collateral Agent and the Term B-3 Lenders and dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause ) of (i) aboveXxxxxx & Xxxxxxx LLP, special New York counsel for the Loan Parties, (ii) Xxxxxx and Calder, Cayman Islands counsel for the Loan Parties and (iii) Loyens & Loeff, Luxembourg counsel for the Loan Parties.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Borrower Party and Holdings certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation Authority; provided that such Organizational documents shall not be required to be delivered if the Borrower Parties and Holdings provide certifications that the applicable Organization Documents delivered to the Administrative Agent in connection with the Credit Agreement, remain in full force and effect and have not been amended amended, modified, revoked or rescinded since the Effective Date)date of delivery, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Borrower Party and Holdings executing the Loan Documents to which it is a party (or a representation party; provided that such Responsible Officers are the same as those whose signature and incumbency certificates were shall not be required to be delivered if the Borrower Parties and Holdings provide certifications that the applicable incumbency certificates delivered to the Administrative Agent on in connection with the Effective Date)Credit Agreement, remain true and correct since the date of delivery, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Borrower Party and Holdings approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, amendment and (iv) a good standing certificate (to the extent such concept existsexists and delivery is customary in the applicable jurisdiction) from the applicable Governmental Authority of each Loan Party’s Borrower Party and Holdings’ jurisdiction of incorporation, organization or formation.
(viv) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender B-3 Lenders make the First Additional Term B-3 Loans to the Borrower Borrowers on the First Incremental Term Facility Amendment Effective Date.
(viv) Each Loan Party shall have entered into the First Incremental Term Facility Amendment August 2016 Reaffirmation Agreement.
(viivi) The Administrative Agent and the Arranger shall have received all documentation at least three two Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents Agent or the Arranger have any Term B-3 Lender has reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viiivii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date completed “Life-of- Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property, and, if any part of such Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Loan PartiesBorrower, and (ii) certificates of insurance evidencing the insurance required by Section 5.07(b) of the Credit Agreement.
(viii) Immediately after the consummation of the transactions contemplated under this Amendment to occur on the First Amendment Effective Date, the Borrowers and their Subsidiaries are, on a consolidated basis after giving effect to the transactions contemplated under this Amendment to occur on the First Amendment Effective Date, Solvent.
(c) Substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 1.04, (i) the Original Term B-1 Loans (after giving effect to any Term B Conversion thereof) shall have been repaid in an aggregate principal amount equal to the Excess Amount and (ii) the Borrowers shall have paid (x) all accrued and unpaid fees and interest with respect to such Original Term B-1 Loans so repaid or converted to Term B-3 Loans on the First Amendment Effective Date and (y) to the extent invoiced, any amounts payable to the Persons that are Lenders (other than Lenders party hereto) immediately prior to the First Amendment Effective Date pursuant to Section 2.16 of the Credit Agreement, such payments to be made with the cash proceeds of the Term Loans to be made on the First Amendment Effective Date and/or other funds available to the Borrower.
(d) The Second Incremental Amendment Effective Date shall have occurred.
(e) The Administrative Agent and the Arranger shall have received, in immediately available funds, payment or reimbursement of all reasonable and documented costs, fees, or invoiced out-of-pocket expensesexpenses (including reasonable fees, compensation charges and other amounts then due and payable in connection with this Amendment, including, disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document to the extent invoiced at least two Business Days prior to the First Incremental Term Facility Amendment Effective Date. Bank of America, N.A., in its capacity as a lead arranger under that certain Engagement Letter, dated as of July 19, 2016, shall have received, in immediately available funds, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on paid thereunder (including Annex A thereto), in accordance with the First Incremental Term Facility Amendment Effective Date.
(e) terms thereof. The Administrative Agent shall notify the BorrowerBorrowers, the First Additional Term B Lender B-3 Lenders and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective effective, and the obligations of the First Additional Term B Lender B-3 Lenders hereunder to make First Additional Term B-3 Loans will automatically terminate terminate, if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25August 2, 20172016.
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Amendment Effectiveness. Sections 1.02 and 1.03 of this The Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) Holdingseach Subsidiary Loan Party, (iii) the First Additional Term B each New Revolving Lender party hereto and (iv) the Administrative Agent, either (x) counterparts . The aggregate amount of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to Revolving Commitments shall constitute Refinancing Indebtedness permitted by the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this AmendmentRestated Credit Agreement.
(b) The obligation conditions to the effectiveness of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions New Revolving Commitments set forth in paragraphs Section 1.2(d) hereof (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with other than clause (iviii) above.
(iiithereof) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Partiessatisfied.
(c) The Borrower shall have obtained Revolving Commitments, Other Term Loans and gross proceeds of Permitted First Priority Debt (or any combination of the foregoing) in an aggregate amount of not less than $1,895,000,000.
(d) The principal of and accrued and unpaid interest on all outstanding Revolving Loans, Swingline Loans and LC Disbursements, and all accrued and unpaid fees payable pursuant to Section 2.12(a) or (b) of the Credit Agreement, in each as of the Amendment Effective Date, and all amounts owed in respect of such prepayments pursuant to Section 2.16 of the Credit Agreement, shall have been (or substantially simultaneously with the effectiveness of the New Revolving Commitments shall be) paid in full, and the Administrative Agent shall have received evidence reasonably satisfactory to it of such payment.
(e) To the extent invoiced prior to the Amendment Effective Date, the Administrative Agent and the Arranger Borrowing Base Agents shall have received, in immediately available funds, received payment or reimbursement of all their reasonable and documented costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable expenses in connection with this Amendment, including, to the extent invoiced at least two Business Days prior to the First Incremental Term Facility Amendment Effective Date, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerBorrowing Base Agents.
(df) The Borrower shall have paid To the extent invoiced prior to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) , Citigroup Global Markets Inc. shall have received, for the account of the New Revolving Lenders, payment of all fees owed to such New Revolving Lenders by the Borrower on the Amendment Effective Date in connection with this Amendment and the transactions contemplated hereby. The Administrative Agent shall notify the Borrower, the First Additional Term B Lender New Revolving Lenders and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective effective, and the obligations of the First Additional Term B Lender New Revolving Lenders hereunder to make First Additional Term Loans provide the New Revolving Commitments will automatically terminate terminate, if each of the conditions set forth or referred to in Section 1.04 Sections 1.2(d) and 1.3 hereof has not been satisfied or waived at or prior to 5:00 11:59 p.m., New York City time, on April 25June 26, 20172009.
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Amendment Effectiveness. Sections 1.02 and 1.03 of this The Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) Holdingseach Subsidiary Loan Party, (iii) the First Additional each Tranche 5 Term B Lender party hereto and (iv) the Administrative Agent, either (x) counterparts . The aggregate amount 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 AmendmentTranche 5 Term Commitments shall not exceed $343,000,000.
(b) The obligation conditions to the making of the First Additional Term B Lender party hereto to make First Additional Tranche 5 Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (aSection 1.2(b) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that hereof shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Partiessatisfied.
(c) The principal of and accrued and unpaid interest on all outstanding Tranche 3 Term Loans, in each case as of the Amendment Effective Date, and all amounts owed in respect of the prepayment thereof pursuant to Section 2.16 of the Credit Agreement shall have been (or substantially simultaneously with the effectiveness of this Amendment shall be) paid in full, and the Administrative Agent and the Arranger shall have receivedreceived evidence reasonably satisfactory to it of such payment.
(d) To the extent invoiced at least two days prior to the Amendment Effective Date, in immediately available funds, the Administrative Agent shall have received payment or reimbursement of all its reasonable and documented costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable expenses in connection with this Amendment, including, to the extent invoiced at least two Business Days prior to the First Incremental Term Facility Amendment Effective Date, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective DateAgent.
(e) To the extent invoiced at least two days prior to the Amendment Effective Date, CGMI shall have received, for the account of the Tranche 5 Term Lenders, payment of all fees owed to such Tranche 5 Term Lenders by the Borrower on the Amendment Effective Date in connection with this Amendment and the transactions contemplated hereby. The Administrative Agent shall notify the Borrower, the First Additional Tranche 5 Term B Lender Lenders and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective effective, and the obligations of the First Additional Tranche 5 Term B Lender Lenders hereunder to make First Additional Tranche 5 Term Loans will automatically terminate terminate, if each of the conditions set forth or referred to in Section 1.04 Sections 1.2(b) and 1.3 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25March 4, 20172011.
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Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date on August 21, 2013 (the “First Incremental Term Facility Amendment Effective Restatement Date”) on which ), upon the satisfaction of the following conditions have been satisfied or waivedconditions:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the Borrower, (ii) Holdingseach Subsidiary Guarantor, (iii) the First Additional Term B Lender party hereto Required Consenting 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.
(b) The obligation Administrative Agent shall have received a duly executed certificate of an appropriate officer of each Credit Party, certifying (i) that the copies of such Credit Party’s Organizational Documents (x) as previously certified and delivered to the Administrative Agent, remain in full force and effect as of the First Additional Term B Lender party hereto to make First Additional Term Loans on Restatement Date without modification or amendment since such original delivery or (y) as certified as of a recent date by the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction appropriate Governmental Authority of the following conditions:jurisdiction of such Credit Party’s organization or formation and attached to such officer’s certificate, are true, correct and complete and in full force and effect as of the Restatement Date, (ii) that the copies of such Credit Party’s resolutions approving and adopting the Financing Documents to which it is party, the transactions contemplated herein, and authorizing the execution and delivery thereof, as attached to such officer’s certificate, are true, correct and complete copies and in full force and effect as of the Restatement Date and (iii) as to incumbency certificates identifying the officers of such Credit Party that are authorized to execute the Amendment and to execute and act on such Credit Party’s behalf in connection with the Amendment.
(ic) The Administrative Agent shall have received certificates of good standing or the equivalent (if any) for each Credit Party from such Credit Party’s jurisdiction of organization or formation, in each case certified as of a recent date by the appropriate Governmental Authority.
(d) Immediately before and after giving effect to this Amendment (i) no Event of Default shall have occurred and be continuing and (ii) the borrowing representations and warranties (x) of the First Additional Term Loans, the conditions each Credit Party set forth in paragraphs (a) the Financing Documents and (by) in Section 8 of Section 4.02 of the Credit Agreement this Amendment shall be satisfied on true and correct in all material respects as of the First Incremental Term Facility Amendment Effective DateRestatement Date (it being understood that, to the extent that any such representation and warranty specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)).
(iie) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) customary duly executed opinions of (i) Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLPCo-General Counsel and Corporate Secretary of the Borrower and (iii) Xxxxxxxx, special Nevada counsel for Xxxxxx & Finger P.A., in each case dated as of the Loan Parties. The Borrower hereby requests each such counsel Restatement Date and reasonably satisfactory to deliver such opinionthe Administrative Agent.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(vf) The Administrative Agent shall have received a Borrowing Request “Life-of-Loan” flood determination notice for each real property encumbered by a Mortgage and if such real property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and (ii) certificates of insurance evidencing the insurance required by Section 5.03(b) of the Amended and Restated Credit Agreement in form reasonably acceptable and substance satisfactory to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective DateAgent.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viiig) The Administrative Agent shall have received copies a certificate of a recent Lien and judgment search an appropriate officer of the Borrower certifying that the conditions set forth in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan PartiesSection 6(d) have been satisfied.
(ch) The Administrative Agent and the Amendment and Restatement Lead Arranger and Bookrunner shall have receivedreceived on or prior to the date hereof, in immediately available funds, payment or reimbursement (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agent for such 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 AmendmentAmendment (including pursuant to a separately agreed engagement letter among the Borrower and the Amendment and Restatement Lead Arranger and Bookrunner), includingincluding all reasonable invoiced fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Administrative Agent and the Amendment and Restatement Lead Arranger and Bookrunner, to the extent invoiced at least two one (1) Business Days Day prior to the First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arrangerdate hereof.
(di) The Borrower Administrative Agent shall have paid received payment of consent fees by the Borrower for the ratable benefit of each Consenting Lender equal to 0.25% of the Arranger the fees in the amounts previously agreed in writing to be received outstanding principal amount of Commitments (as set forth on the First Incremental Term Facility Amendment Effective DateSchedule 2.01 hereto) held by each Consenting Lender.
(ej) The Administrative Agent shall have received evidence, including UCC, tax and judgment lien searches from the jurisdiction of formation and jurisdiction of the chief executive office of each Credit Party, that none of the Collateral is subject to any Liens (in each case other than Permitted Liens. The Administrative Agent shall notify the Borrower, the First Additional Term B Lender Consenting Lenders and the other Lenders of the First Incremental Term Facility Amendment Effective Restatement Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
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Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of on the first date when the following conditions are met or waived (the “First Incremental Term Facility Amendment No. 4 Effective Date”) on which the following conditions have been satisfied or waived:):
(a) The Administrative the Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) a counterpart signature page of this Amendment (which may be in the Borrowerform of a Lender Addendum) duly executed by each of the Loan Parties, the Agent, the New Term Lender and Lenders constituting the Required Lenders and (ii) Holdings, (iii) the First Additional Term B a Lender party hereto Addendum executed 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.delivered by each Continuing Lender;
(b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs Sections 2.02 and 4.02 (aother than Section 4.02(c)) and (b) of Section 4.02 of the Credit Agreement shall be satisfied and the representations and warranties set forth in Section 4 hereof shall be true and correct on and as of the First Incremental Term Facility Amendment No. 4 Effective Date.
(ii) The Administrative Agent , and the First Additional Term B Lender party hereto Agent shall have received a certificate (in form and substance reasonably acceptable to the Agent), dated as of the Amendment No. 4 Effective Date and signed by the Chief Executive Officer, a Responsible Vice President, a Financial Officer of the Borrower dated or any other executive officer of the First Incremental Term Facility Amendment Effective DateBorrower who has specific knowledge of the Borrower’s financial matters and is satisfactory to the Administrative Agent, certifying compliance with clause (i) above.to such effect;
(iiic) The Administrative the Agent and the Arranger shall have received a the favorable written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto Lenders as of the Amendment No. 4 Effective Date and dated the First Incremental Term Facility Amendment No. 4 Effective Date) of (i) Xxxxxxx Xxxxxxx Wachtell, Rosen, Lipton & Xxxxxxxx LLPXxxx, New York and Delaware counsel for the Borrower and certain of the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Potter Xxxxxxxx & Xxxxxxx LLP, special Nevada Delaware counsel for the Borrower and certain of the Loan Parties. The Borrower hereby requests , in each such counsel case in form and substance reasonably satisfactory to deliver such opinion.the Agent and its counsel;
(ivd) The Administrative the Agent and the Arranger shall have received a copy of (i) each Organizational Document such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party certifiedParty, to the extent applicable, as authorization of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified the performance of the Credit Agreement and each other applicable Loan Document and any other legal matters relating to the Loan Documents, all in form and substance reasonably satisfactory to the Agent and its counsel;
(e) all accrued and unpaid interest on the Existing Term Loans to but excluding the Amendment No. 4 Effective Date shall have been paid in full by Borrower;
(f) the Agent shall have received from the Borrower (i) all fees required to be paid to the Amendment No. 4 Lead Arrangers and the Amendment No. 4 Co-Managers as separately agreed pursuant to the Engagement Letter dated as of August 7, 2017, among the Borrower, the Amendment No. 4 Lead Arrangers and the Amendment Xx. 0 Xx-Xxxxxxxx (xxx “Xxxxxxxxxx Xxxxxx”), (xx) all expenses required to be paid or reimbursed under Section 9.04(a) of the Credit Agreement for which invoices have been presented a reasonable period of time prior to the Amendment No. 4 Effective Date, (iii) for the account of each Continuing Term Lender, a consent fee in an amount equal to 0.125% of the aggregate amount of such Lender’s Continuing Term Loans as of the First Incremental Term Facility Amendment No. 4 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (for the account of the New Term Lender, an upfront fee in an amount equal to 0.125% of the extent aggregate amount of such concept exists) from Lender’s Additional Term B-1 Loans as of the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.Amendment No. 4 Effective Date;
(vg) The Administrative the Agent shall have received a Borrowing Request certificate of each Loan Party substantially in a the form reasonably acceptable of Exhibit E to the Administrative Agent requesting that Credit Agreement, dated the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment No. 4 Effective Date.;
(vih) Each each Loan Party shall have entered into provided the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about requested by the Loan Parties New Term Lender that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money money-laundering rules and regulations, including without limitation Title III of limitation, the USA Patriot Act., in each case as requested at least three Business Days prior to the Amendment No. 4 Effective Date; and
(viiii) The Administrative the Agent shall have received copies the results of a recent Lien lien search with respect to each Loan Party, and judgment such search in each jurisdiction reasonably requested shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 of the Administrative Agent Credit Agreement or discharged on or prior to the First Incremental Term Facility Amendment No. 4 Effective Date with respect pursuant to documentation satisfactory to the Loan PartiesAgent.
(c) The Administrative Agent and the Arranger 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Samples: Incremental Assumption Agreement (Match Group, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Third Refinancing Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(asatisfied:(a) The Administrative Agent Agents and KKR Capital Markets LLC (the “Arranger”) Third Refinancing Amendment Arrangers (or their counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First Additional Term B Lender party hereto and Company, (iv) the Refinancing Term B Lender and (v) the Administrative AgentAgents, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent Agents (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.
(b) The obligation conditions to the making of the First Additional Refinancing Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs Section 1.02(d) hereof (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with other than clause (iix) above.
(iiithereof) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Partiessatisfied.
(c) The Borrowers shall have obtained Refinancing Term B Commitments in an aggregate amount equal to $5,000,000,000.00. The Borrowers 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 B Loans, (ii) all accrued and unpaid fees and interest with respect to the Original Term B Loans and (iii) to the extent invoiced, any amounts payable to the Persons that are Existing Term B Lenders immediately prior to the Third Refinancing Amendment Effective Date pursuant to Section 2.16 of the Credit Agreement, in each case, with such payments to be made with the cash proceeds of the Refinancing Term B Loans to be made on the Third Refinancing Amendment Effective Date and other funds available to the Borrowers.
(d) The Administrative Agent Agents and the Arranger Third Refinancing Amendment Arrangers 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 one Business Days Day prior to the First Incremental Term Facility Third Refinancing Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent Agents and the ArrangerThird Refinancing Amendment Arrangers.
(de) The Borrower Borrowers shall have paid to the Arranger Third Refinancing Amendment Arrangers the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Third Refinancing Amendment Effective Date.
(e) . The Term Loan B Administrative Agent shall notify the BorrowerBorrowers, the First Additional Refinancing Term B Lender Lenders and the other Lenders of the First Incremental Term Facility Third Refinancing Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Refinancing Term B Lender Lenders hereunder to make First Additional Refinancing Term B Loans will automatically terminate terminate, if each of the conditions set forth or referred to in Section Sections 1.02(d) and 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25October 20, 2017.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) Holdingseach Subsidiary Loan Party, (iii) the First Additional Term B each Xxxxxxx 0X Xxxx Lender party hereto and (iv) the Administrative Agent, either (x) counterparts . The aggregate amount 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 AmendmentXxxxxxx 0X Xxxx Commitments shall not exceed $125,000,000.
(b) The obligation conditions to the making of the First Additional Term B Lender party hereto to make First Additional Term Xxxxxxx 0X Xxxx Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs Section 1.2(b) hereof (aother than clause (viii) and thereof) shall have been satisfied.
(bc) of The Borrower shall have given notice pursuant to Section 4.02 2.03 of the Credit Agreement shall be satisfied to continue all existing Tranche 4 Borrowings into new Interest Periods commencing on the Amendment Effective Date that are the same as the Initial Interest Periods and as that apply to Eurodollar Borrowings with the same Proportionate Share of the First Incremental Term Facility Amendment Effective DateTranche 4 Borrowings as the Proportionate Share of the Xxxxxxx 0X Xxxx Borrowings with such Interest Periods.
(iid) The Administrative Agent and the First Additional Term B Lender party hereto Borrower shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause obtained (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Revolving Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for Permitted Second Priority Debt in the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinionform of second priority senior secured notes due 2019 in an aggregate principal amount of not less than $250,000,000.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(ve) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable payment, for the accounts of the existing Tranche 4 Term Lenders immediately prior to the Administrative Agent requesting that Amendment Effective Date, of all accrued and unpaid interest on the First Additional Term B Lender make the First Additional Tranche 4 Term Loans up to but excluding the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vif) Each Loan All Third Party shall have entered into Interests or Indebtedness incurred pursuant to Section 6.01(a)(xvi)(A) of the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that Credit Agreement shall have been reasonably requested paid in writing at least 10 Business Days prior full and/or all Securitization Assets that have been sold, conveyed or otherwise transferred pursuant to any Securitization shall have been repurchased (or arrangements for such payments and repurchases satisfactory to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents Agent shall be in effect), and, upon such repayments and/or repurchases, (x) no Third Party Interests or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III Indebtedness incurred pursuant to Section 6.01(a)(xvi)(A) of the USA Patriot Act.
Credit Agreement shall remain outstanding, (viiiy) The all commitments of the Borrower and the Subsidiaries to sell, convey or otherwise transfer Securitization Assets pursuant to any Securitization shall be terminated and (z) all Securitization Assets that remain outstanding and were previously sold, conveyed or otherwise transferred pursuant to any Securitization shall have been repurchased by or otherwise transferred to the Borrower or a Subsidiary Guarantor, and the Administrative Agent shall have received copies reasonably satisfactory evidence of a recent Lien and judgment search in each jurisdiction reasonably requested by the foregoing.
(g) To the extent invoiced at least two days prior to the Amendment Effective Date, the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger shall have received, in immediately available funds, received payment or reimbursement of all its reasonable and documented costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable expenses in connection with this Amendment, including, to the extent invoiced at least two Business Days prior to the First Incremental Term Facility Amendment Effective Date, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerAgent.
(dh) The Borrower shall have paid To the extent invoiced at least two days prior to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) , the Administrative Agent shall have received, for the accounts of the Xxxxxxx 0X Xxxx Lenders, payment of all fees owed to such Xxxxxxx 0X Xxxx Lenders by the Borrower on the Amendment Effective Date in connection with this Amendment and the transactions contemplated hereby. The Administrative Agent shall notify the Borrower, the First Additional Term B Lender Xxxxxxx 0X Xxxx Lenders and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective effective, and the obligations of the First Additional Term B Lender Xxxxxxx 0X Xxxx Lenders hereunder to make First Additional Term Xxxxxxx 0X Xxxx Loans will automatically terminate terminate, if each of the conditions set forth or referred to in Section 1.04 1.3 hereof has not been satisfied or waived at or prior to 5:00 11:59 p.m., New York City time, on April 25October 30, 20172009.
Appears in 1 contract
Samples: Credit Agreement (Rite Aid Corp)
Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Additional Delayed Draw Term B Lender Lenders party hereto 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 obligation of the First Additional Delayed Draw Term B Lender Lenders party hereto to make First provide Additional Delayed Draw Term Loans Commitments to the Borrower on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Delayed Draw Term LoansCommitments, the conditions representation and warranties set forth in paragraphs (a) and (b) under Section 2.01 of Section 4.02 of the Credit Agreement this Amendment shall be satisfied true and correct on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The requirements under Section 2.20 of the Credit Agreement with respect to the effectiveness of the Additional Delayed Draw Term Commitments shall have been complied with as of the First Amendment Effective Date.
(iii) The Administrative Agent and the First Additional Delayed Draw Term B Lender Lenders party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iiiiv) The Administrative Agent and the Arranger shall have received a the written opinion (addressed to the Administrative Agent and the First Additional Term B Lender Lenders party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(ivv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(vvi) [Reserved].
(vii) The Administrative Agent Specified Additional Delayed Draw Term Lender shall have received a Borrowing Request in a form reasonably acceptable written notice of closing two Business Days prior to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(viviii) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(viiix) The Administrative Agent and the Arranger First Amendment Arrangers shall have received all documentation documentation, including a certificate regarding beneficial ownership required by 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”), at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents Agent or the Arranger First Amendment Arrangers have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation limitation, Title III of the USA Patriot ActAct and the Beneficial Ownership Regulation.
(viiix) The Administrative Agent shall have received copies a Solvency Certificate executed by a Financial Officer of a recent Lien and judgment search the Borrower in each jurisdiction reasonably requested by the Administrative Agent on or prior form of Exhibit F to the Credit Agreement, dated as of the First Incremental Term Facility Amendment Effective Date with respect Date, certifying as to the Loan Partiessolvency of Holdings and its subsidiaries on a consolidated basis after giving effect to the transactions to be consummated on the First Amendment Effective Date.
(c) The Administrative Agent and the Arranger First Amendment Arrangers 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerFirst Amendment Arrangers.
(d) The Borrower shall have paid to the Arranger First Amendment Arrangers the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) . The Administrative Agent shall notify the Borrower, the First Additional Delayed Draw Term B Lender Lenders and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment amendments set forth in Sections 1.02 and 1.03 effected hereby shall not become effective and the obligations of the First Additional Delayed Draw Term B Lender Lenders hereunder to make First provide Additional Delayed Draw Term Loans Commitments will automatically terminate if each of the conditions set forth or referred to in this Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25September 23, 20172020.
Appears in 1 contract
Samples: Credit Agreement (EverCommerce Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Eighth Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and Xxxxxxx Sachs Bank USA (acting through itself or any of its designated affiliates), KKR Capital Markets LLC (together with certain of its affiliates), Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities, Inc., HSBC Securities (USA) Inc. and Xxxxxx Xxxxxxx Senior Funding, Inc. (the “ArrangerLead Arrangers”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Fifth Additional Term B Lender party hereto hereto, 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 obligation of the First Fifth Additional Term B Lender party hereto to make First Fifth Additional Term Loans on the First Incremental Term Facility Eighth Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Fifth Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Eighth Amendment Effective Date.
(ii) The Administrative Agent and the First Fifth Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Eighth Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger Lead Arrangers shall have received a written opinion (addressed to the Administrative Agent and the First Fifth Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Datehereto) of (iA) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (iiB) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP& Xxxxxx L.L.P., special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger Lead Arrangers shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Datedate last delivered to the Administrative Agent), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are have not changed since the same as those whose signature and incumbency certificates were date last delivered to the Administrative Agent on the Effective DateAgent), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Eighth Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Fifth Additional Term B Lender party hereto make the First Fifth Additional Term Loans to the Borrower on the First Incremental Term Facility Eighth Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Eighth Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger Lead Arrangers shall have received all documentation including a certificate regarding beneficial ownership required by 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”) at least three Business Days prior to the First Incremental Term Facility Eighth Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Eighth Amendment Effective Date and that the Administrative Agents Agent or the Arranger Lead Arrangers have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien Act and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan PartiesBeneficial Ownership Regulation.
(c) The Administrative Agent and the Arranger Lead Arrangers 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 First Incremental Term Facility Eighth Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerLead Arrangers.
(d) The Borrower shall have paid paid, or substantially concurrently with the funding of the Fifth Additional Term Loans shall pay, to the Arranger Lead Arrangers the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Eighth Amendment Effective Date.
(e) . The Administrative Agent shall notify the Borrower, the First Fifth Additional Term B Lender and the other Lenders of the First Incremental Term Facility Eighth Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Sixth Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent Agents and KKR Capital Markets LLC (the “Arranger”) Sixth Refinancing Amendment Arrangers (or their counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First Additional Term B Lender party hereto and Company, (iv) the Refinancing Term B-1 Lender, (v) the Administrative AgentAgents, (vi) solely with respect to the amendments described in Section 1.04 and immediately after giving effect to the Refinancing Transactions, the Term B Lenders and (vii) solely with respect to the amendments described in Section 1.05 hereof and immediately after giving effect to the Refinancing Transactions, Lenders that together constitute the Required Lenders either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent Agents (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.
(b) The obligation conditions to the making of the First Additional Refinancing Term B Lender party hereto to make First Additional Term B-1 Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs Section 1.02(d) hereof (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with other than clause (ix) above.
(iiithereof) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Partiessatisfied.
(c) The Borrowers shall have obtained Refinancing Term B Commitments in an aggregate amount equal to $4,750,000,000.00. The Borrowers shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 1.06 shall pay in full (i) all of the Original Term B Loans, (ii) all accrued and unpaid fees and interest with respect to the Original Term B Loans and (iii) to the extent invoiced, any amounts payable to the Persons that are Existing Term B Lenders immediately prior to the Sixth Amendment Effective Date pursuant to Section 2.16 of the Credit Agreement, in each case, with such payments to be made with the cash proceeds of the Refinancing Term B-1 Loans to be made on the Sixth Amendment Effective Date and other funds available to the Borrowers.
(d) The Administrative Agent Agents and the Arranger Sixth Refinancing Amendment Arrangers 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 one Business Days Day prior to the First Incremental Term Facility Sixth Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent Agents and the ArrangerSixth Refinancing Amendment Arrangers.
(de) The Borrower Borrowers shall have paid to the Arranger Sixth Refinancing Amendment Arrangers the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Sixth Amendment Effective Date.
(e) . The Term Loan B Administrative Agent shall notify the BorrowerBorrowers, the First Additional Refinancing Term B B-1 Lender and the other Lenders of the First Incremental Term Facility Sixth Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment amendments effected hereby shall not become effective and the consents provided by the Lenders party hereto and the obligations of the First Additional Refinancing Term B B-1 Lender hereunder to make First Additional Refinancing Term B-1 Loans will automatically terminate terminate, if each of the conditions set forth or referred to in Section 1.04 Sections 1.02(d) and 1.06 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25September 19, 20172019.
Appears in 1 contract
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Seventh Amendment Effective Date”) on which each of the following conditions have been satisfied or waived:
(a) satisfied: The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the Borrower, the Parent and the Subsidiary Guarantors, (ii) Holdings, the Required Lenders and (iii) the First Additional Term B Lender party hereto 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 obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) . Immediately before and after giving effect to to, on, as of, and at the borrowing of the First Additional Term Loanstime of, the conditions Seventh Amendment Effective Date (i) the representations and warranties of each Loan Party set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement Loan Documents shall be satisfied on 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 the First Incremental Term Facility Amendment Effective Date.
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) The no Default shall or would exist, and (iii) the Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of the Parent dated the Seventh Amendment Effective Date to such effect, signed by a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan PartiesParent. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to certificate of each of the Administrative Agent requesting that Loan Parties, dated the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Seventh Amendment Effective Date.
(vi) Each Loan Party shall have entered into , substantially in the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III form of Exhibit F of the USA Patriot Act.
(viii) Credit Agreement with appropriate insertions, executed by any Responsible Officer of each such Loan Party. The Administrative Agent shall have received copies the Consent Fee on behalf of a recent Lien and judgment search in each jurisdiction reasonably requested by the Consenting Lender. The Administrative Agent on or prior to shall have received the First Incremental Term Facility Amendment Effective Date with respect following executed legal opinions: (i) the legal opinion of Xxxxxxx & Xxxxxx L.L.C., special counsel to the Loan Parties.
, (cii) the legal opinion of Stoel Rives LLP, special Alaska counsel to the Loan Parties, and (iii) the legal opinion of the Borrower by Xxxx Xxxxxxx, special internal Alaska regulatory counsel to the Loan Parties, and Xxxxxxxxxxx Xxxxxxx, special internal federal regulatory counsel to the Loan Parties, in each case, dated the Seventh Amendment Effective Date, in each case covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. The Administrative Agent and the Arranger shall have received, in immediately available funds, payment or reimbursement of all reasonable and documented costs, fees, out-of-pocket costs and expenses, compensation and other amounts then due and payable in connection with this Amendment, including, in the case of the Administrative Agent and the Seventh Amendment Arrangers, to the extent invoiced at least two one Business Days Day prior to the First Incremental Term Facility Seventh Amendment Effective Date, the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and counsel for the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Seventh Amendment Effective Date.
(e) Arrangers. The Administrative Agent shall notify the Borrower, the First Additional Term B Lender Borrower and the other Lenders of the First Incremental Term Facility Seventh Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment amendments effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in this Section 1.04 hereof has shall not have been satisfied or waived at or prior to the earlier of (i) the date immediately preceding the Fifth Amendment Reorganization Date, or (ii) 5:00 p.m., New York City time, on April 2530, 20172018.
Appears in 1 contract
Samples: Credit Agreement (Gci Liberty, Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this The Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) Holdingseach Subsidiary Loan Party, (iii) the First Additional each Tranche 4 Term B Lender party hereto and (iv) the Administrative Agent, either (x) counterparts . The aggregate amount 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 AmendmentTranche 4 Term Commitments shall not exceed $525,000,000.
(b) The obligation conditions to the making of the First Additional Term B Lender party hereto to make First Additional Tranche 4 Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (aSection 1.2(b) and (b) of Section 4.02 of the Credit Agreement hereof shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Datehave been satisfied.
(iic) The Administrative Agent and To the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of extent invoiced at least two days prior to the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger shall have received, in immediately available funds, payment or reimbursement of all its reasonable and documented costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable expenses in connection with this Amendment, including, to the extent invoiced at least two Business Days prior to the First Incremental Term Facility Amendment Effective Date, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the ArrangerAgent.
(d) The Borrower shall have paid To the extent invoiced at least two days prior to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) , CGMI shall have received, for the account of the Tranche 4 Term Lenders, payment of all fees owed to such Tranche 4 Term Lenders by the Borrower on the Amendment Effective Date in connection with this Amendment and the transactions contemplated hereby. The Administrative Agent shall notify the Borrower, the First Additional Tranche 4 Term B Lender Lenders and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective effective, and the obligations of the First Additional Tranche 4 Term B Lender Lenders hereunder to make First Additional Tranche 4 Term Loans will automatically terminate terminate, if each of the conditions set forth or referred to in Section 1.04 Sections 1.2(b) and 1.3 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25June 10, 20172009.
Appears in 1 contract
Samples: Credit Agreement (Rite Aid Corp)
Amendment Effectiveness. Sections 1.02 and 1.03 through 1.05 of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Fourth Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and KKR Capital Markets LLC Xxxxxxx Xxxxx Bank USA, as lead arranger (the “Arranger”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Second Additional Term B Lender party hereto, (iv) the First Revolving Increase Lender party hereto and (ivv) 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 obligation of the First Second Additional Term B Lender party hereto and the First Revolving Increase Lender party hereto to make First Second Additional Term Loans and First Revolving Increase Loans, as applicable, on the First Incremental Term Facility Fourth Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Second Additional Term Loans and the First Revolving Increase Loans, if any, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Fourth Amendment Effective Date.
(ii) The Administrative Agent Agent, the Second Additional Term B Lender party hereto and the First Additional Term B Revolving Increase Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Fourth Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and Agent, the First Second Additional Term B Lender party hereto, the First Revolving Increase Lender and the other Lenders party hereto and dated the First Incremental Term Facility Fourth Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Fourth Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Second Additional Term B Lender party hereto make the First Second Additional Term Loans to the Borrower on the First Incremental Term Facility Fourth Amendment Effective Date.
(vi) [Reserved].
(vii) Each Loan Party shall have entered into the First Incremental Term Facility Fourth Amendment Reaffirmation Agreement.
(viiviii) The Administrative Agent and the Arranger shall have received all documentation including a certificate regarding beneficial ownership required by 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”) at least three Business Days prior to the First Incremental Term Facility Fourth Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Fourth Amendment Effective Date and that the Administrative Agents Agent or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot ActAct and the Beneficial Ownership Regulation.
(viiiix) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Fourth Amendment Effective Date with respect to the Loan Parties.
(x) The Administrative Agent or the Arranger shall have received from the Borrower, for the account of (I) each Second Additional Term B Lender that holds (or is an Affiliate of a Lender that holds) Existing Term Loans, an upfront fee in an amount equal to 0.125% of the aggregate principal amount of such Lender’s (or such Lender’s Affiliate’s) Second Additional Term Loans provided on the Fourth Amendment Effective Date that are in an amount up to or equal to such Lender’s (or such Lender’s Affiliate’s) Existing Term Loans and (II) (x) each Second Additional Term B Lender that holds (or is an Affiliate of a Lender that holds) Existing Term Loans, an upfront fee in an amount equal to 0.25% of the aggregate principal amount of such Lender’s (or such Lender’s Affiliate’s) Second Additional Term Loans provided on the Fourth Amendment Effective Date that are in an amount in excess of such Lender’s (or such Xxxxxx’s Affiliate’s) Existing Term Loans and (y) each Second Additional Term B Lender that does not (and whose Affiliates do not) hold Existing Term Loans, an upfront fee in an amount equal to 0.25% of the aggregate principal amount of such Xxxxxx’s Second Additional Term Loans provided on the Fourth Amendment Effective Date.
(c) The Administrative Agent and the Arranger 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 First Incremental Term Facility Fourth Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Fourth Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Second Additional Term B Lender, the First Revolving Increase Lender and the other Lenders of the First Incremental Term Facility Fourth Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Second Additional Term B Lender and the First Revolving Increase Lender hereunder to make First Second Additional Term Loans and First Revolving Increase Loans, as applicable, will automatically terminate if each of the conditions set forth or referred to in this Section 1.04 hereof 3.01 has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 2529, 20172019.
Appears in 1 contract
Samples: Credit Agreement (New Whale Inc.)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) Additional Term A Lender (or their its counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, Holdings and (iii) the First Additional Term B A Lender party hereto and (iv) the Administrative Agenthereto, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent Additional Term A Lender (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.
(b) The obligation of the First Additional Term B A Lender party hereto to make First Additional Term A Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) (x) Immediately before and after giving effect to this Amendment and the borrowing of the First Additional Term A Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective DateDate and (y) at the time of the request by the Borrowers pursuant to Section 2.20 of the Credit Agreement for additional Term A Loans pursuant to this Amendment, no Event of Default had occurred and was continuing under clause (a), (b), (h) or (i) of Section 7.01 of the Credit Agreement.
(ii) The Administrative Agent and the First Additional Term B A Lender party hereto shall have received a certificate of a Responsible Officer of each of the Borrower Parties dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger Additional Term A Lender shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B A Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel for the Loan Parties, (ii) Xxxxxx and Delaware Calder, Cayman Islands counsel for the Loan Parties and (iiiii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLPLoyens & Loeff, special Nevada Luxembourg counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger Additional Term A Lender shall have received a copy of (i) each Organizational Document of each Loan Borrower Party and Holdings certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation Authority; provided that such Organizational documents shall not be required to be delivered if the Borrower Parties and Holdings provide certifications that the applicable Organization Documents delivered to the Administrative Agent in connection with the Credit Agreement remain in full force and effect and have not been amended amended, modified, revoked or rescinded since the Effective Date)date of delivery, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Borrower Party and Holdings executing the Loan Documents to which it is a party (or a representation party; provided that such Responsible Officers are the same as those whose signature and incumbency certificates were shall not be required to be delivered if the Borrower Parties and Holdings provide certifications that the applicable incumbency certificates delivered to the Administrative Agent on in connection with the Effective Date)Credit Agreement remain true and correct since the date of delivery, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Borrower Party and Holdings approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept existsexists and delivery is customary in the applicable jurisdiction) from the applicable Governmental Authority of each Loan Party’s Borrower Party and Holdings’ jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to in accordance with the Administrative Agent requirements set forth in Section 2.03 of the Credit Agreement requesting that the First Additional Term B A Lender make the First Additional Term A Loans to the Borrower Parties on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger 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 First Incremental Term Facility Amendment Effective Date, the expenses (including reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(dcounsel) required to be reimbursed or paid by any Loan Party under any Loan Document. The Borrower Additional Term A Lender shall have paid to the Arranger received the fees in payable under the amounts previously agreed in writing to be received on fee letter, dated as of the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify date hereof, among the Borrower, the First Additional Term B A Lender and Holdings in accordance with the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and bindingterms thereof. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B A Lender hereunder to make First Additional Term A Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 2529, 20172016.
Appears in 1 contract
Samples: Credit Agreement (Broadcom LTD)
Amendment Effectiveness. Sections 1.02 and 1.03 of this This Amendment shall become effective as of the first date (the “First Incremental Term Facility Sixth Amendment Effective Date”) on which the following conditions have been satisfied or waivedsatisfied:
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their its counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Additional each New Term B Lender party hereto and (iviii) 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 obligation conditions to the making of the First Additional New Term B Lender party hereto Loans set forth in Section 1.03 hereof (other than clause (vii) thereof) shall have been satisfied.
(c) The Borrower shall have obtained New Term B Commitments in an aggregate amount equal to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to $243,812,500.00. The Borrower shall have paid in full, or substantially concurrently with the satisfaction of the following conditions:
other conditions precedent set forth in this Section 1.05 shall pay in full, (i) Immediately before and after all of the Existing Term B Loans (giving effect to any conversion thereof), (ii) all accrued and unpaid fees and interest with respect to the borrowing of Existing Term B Loans (including any such Existing Term B Loans that will be converted to New Term B Loans on the First Additional Term Loans, the conditions set forth in paragraphs (aSixth Amendment Effective Date) and (biii) of to the extent invoiced, any amounts payable to the Persons that are Lenders with Existing Term B Loans (other than the New Term B Lenders) pursuant to Section 4.02 3.6 of the Credit Agreement shall Agreement, such payments to be satisfied on and as made with the cash proceeds of the First Incremental New Term Facility B Loans to be made on the Sixth Amendment Effective DateDate and other funds available to the Borrower.
(iid) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Sixth Amendment Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent Joint Arrangers and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties.
(c) The Administrative Agent and the Arranger Joint Bookrunners shall have received, in immediately available funds, payment or reimbursement of all reasonable and documented costs, fees, out-of-pocket costs and expenses, compensation and other amounts then due and payable in connection with this Amendment, including, in the case of the Administrative Agent and the Sixth Amendment Lead Arranger and Lead Bookrunner, to the extent invoiced at least two one Business Days Day prior to the First Incremental Term Facility Sixth Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.Sixth
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Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived:waived (it being understood that each party hereto acknowledges that the amendments described in Section 1.03 shall be deemed to occur immediately prior to the amendments described in Section 1.02 and the incurrence of the Additional Term B Loans):
(a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) the First Additional Term B Lender Lenders party hereto and hereto, (iv) the Administrative AgentAgent and (v) the Required Lenders, 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 obligation of the First Additional Term B Lender Lenders party hereto to make First Additional Term B Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the First Additional Term B Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date.
(ii) The Administrative Agent and the First Additional Term B Lender Lenders party hereto shall have received a certificate of a Responsible Officer of either of the Borrower Borrowers dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above, clause (vii) below and Section 2.20 of the Credit Agreement (as modified hereby) with respect to the incurrence of the Additional Term B Loans.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto Lenders and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Sxxxxxx Xxxxxxx & Xxxxxxxx Bxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower Borrowers hereby requests each request such counsel to deliver such opinion.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party Holdings and the Borrowers certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party Holdings and the Borrowers executing the Loan Documents to which it such entity is a party (or a representation that such Responsible Officers are the same as those whose signature signatures and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party Holdings and the Borrowers approving and authorizing the execution, delivery and performance of Holdings and the Borrowers of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction Holdings’ and the Borrowers’ jurisdictions of incorporation, organization or formation.
(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent (and attaching a funds flow) requesting that the First Additional Term B Lender Lenders make the First Additional Term B Loans to the Borrower Borrowers on the First Incremental Term Facility Amendment Effective Date.
(vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement.
(vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents Agent or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.
(viiivii) The acquisition (the “Penguin Acquisition”) by a wholly-owned direct or indirect Subsidiary of the Parent Borrower of the capital stock of Penguin, shall have been consummated, or substantially simultaneously with the initial borrowing under the Additional Term B Loans on the Incremental Facility Amendment Effective Date, shall be consummated, in accordance with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Penguin, Glacier Acquisition Sub, Inc., SMART Global Holdings, Inc. and Fortis Advisors LLC (the “Penguin Acquisition Agreement”) and the Administrative Agent shall have received copies a copy of a recent Lien and judgment search in the Penguin Acquisition Agreement executed by each jurisdiction reasonably requested by of the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Partiesparties thereto.
(cviii) The Administrative Agent and the Arranger 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 First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger.
(dix) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date.
(ex) The Credit Agreement, dated as of January 8, 2018 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Penguin Credit Agreement”), between Wxxxx Fargo Capital Finance, LLC and Penguin, shall have been amended, waived or otherwise modified in a manner reasonably necessary to permit the consummation of the Penguin Acquisition and the transactions related thereto.
(c) The Administrative Agent shall notify the BorrowerBorrowers, the First Additional Term B Lender Lenders and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.
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