CONDITIONS; ETC. Section 5.01 The Credit Agreement shall be amended as provided herein upon the date all of the following conditions precedent have been met (the "Effective Date"): (a) The Administrative Agent's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders party hereto: (i) counterparts of this Amendment executed by the Borrower, the Administrative Agent, and Lenders comprising at least the Required Lenders, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a certificate signed by an Authorized Officer of the Borrower as of the Effective Date certifying that: (A) to the knowledge of such responsible officer, as of the Effective Date, all the conditions precedent set forth in Section 5.01 of this Amendment have been satisfied or waived; and (B) there has been no event or circumstance since December 31, 2018, that has had or that could be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Change; and (b) All of the information (other than projections) made available by the Borrower to the Administrative Agent prior to the Effective Date shall be complete and correct in all material respects, and no changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower after December 31, 2018 that (A) either individually or in the aggregate could reasonably be expected to have a Material Adverse Change or (B) purports to adversely affect the Loan Documents or the rights of the Lenders thereunder; (c) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that the Borrower has consummated the Scout (OK) Acquisition in accordance with the terms of the Scout (OK) Acquisition Documents in all material respects and has acquired substantially all of the Oil and Gas Properties and other properties contemplated by the Scout (OK) Acquisition Documents, subject only to the filing or recording of applicable conveyance documents; and (ii) as to such other related documents and information as the Administrative Agent shall have reasonably requested; (d) The Administrative Agent shall have received evidence satisfactory to it that all Liens on the Oil and Gas Properties acquired pursuant to the Scout (OK) Acquisition Documents (other than Liens permitted by Section 7.2 of the Credit Agreement) have been released or terminated, subject only to the filing or recording of applicable terminations and releases; (e) Immediately before this Amendment is effective the Borrower shall have applied all of the net cash proceeds received by the Borrower at closing for sale of the Oil and Gas Properties and other properties disposed of by the Borrower pursuant to the Scout (TX) Disposition Documents as (i) payment of the purchase price for the acquisition of the Oil and Gas Properties and other properties acquired by the Borrower pursuant to the Scout (OK) Acquisition Documents, and (ii) a prepayment of Loans (it being agreed by the parties that notwithstanding Section 2.6 of the Credit Agreement, no advance notice or amounts due under Section 3.4 of the Credit Agreement shall be required for such prepayment of Loans); (f) After giving pro forma effect to the transactions contemplated by this Amendment, Facility Usage will not exceed $68,500,000; and (g) The Borrower shall have paid all commitment, facility, agency and other fees required to be paid and then due to Administrative Agent or any Lender pursuant to any Loan Documents or any commitment letter or agreement heretofore entered into, and payment of all expenses for which invoices have been presented prior to the Effective Date. Without limiting the generality of the provisions of Section 10.1 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
CONDITIONS; ETC. Section 5.01 The Credit Agreement shall be amended as provided herein upon the date all of the following conditions precedent have been met (the "Effective Date"):
(a) The Administrative Agent's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders party hereto:
(i) counterparts of this Amendment executed by the Borrower, the Administrative Agent, and Lenders comprising at least each of the Required Lenders, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) executed original Notes, if any, requested by the New Lenders made by the Borrower payable to such requesting New Lender in the amount of such New Lender’s respective Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment and the other Loan Documents to which the Borrower is a party or is to be a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, 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 qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Change;
(v) a certificate signed by an Authorized Officer of the Borrower as of the Effective Date certifying that:
(A) to the knowledge of such responsible officer, as of the Effective Date, all the conditions precedent set forth in Section 5.01 of this Amendment have been satisfied or waived; and
(B) there has been no event or circumstance since December 31, 20182016, that has had or that could be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Change; and
(vi) a representation certificate of an Authorized Officer of the Borrower certifying, as of the Effective Date, as to the value of Oil and Gas Properties constituting part of the Mortgaged Property as a percentage of the value of all Oil and Gas Properties of the Borrower, such valuation to be based upon the most recent Reserve Report and other acquisition-related information available to such officer;
(b) All of the information (other than projections) made available by the Borrower to the Administrative Agent prior to the Effective Date shall be complete and correct in all material respects, and no changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower after December October 31, 2018 2017 that (A) either individually or in the aggregate could reasonably be expected to have a Material Adverse Change or (B) purports to adversely affect the Loan Documents or the rights of the Lenders thereunder;
(c) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that the Borrower has consummated the Scout (OK) PRB Acquisition in accordance with the terms of the Scout (OK) PRB Acquisition Documents in all material respects and has acquired substantially all of the Oil and Gas Properties and other properties contemplated by the Scout (OK) PRB Acquisition Documents, subject only to the filing or recording of applicable conveyance documents; and (ii) as to such other related documents and information as the Administrative Agent shall have reasonably requested;
(d) The Administrative Agent shall have received evidence satisfactory to it that all Liens on the Oil and Gas Properties acquired pursuant to the Scout (OK) PRB Acquisition Documents (other than Liens permitted by Section 7.2 of the Credit Agreement) have been released or terminated, subject only to the filing or recording of applicable terminations and releases;
(e) Immediately before this Amendment is effective the The Borrower shall have applied all received the cash proceeds of the net cash proceeds received by the Borrower at closing for sale of the Oil and Gas Properties and other properties disposed of by the Borrower pursuant to the Scout (TX) Disposition Documents as (i) payment of the purchase price for the acquisition of the Oil and Gas Properties and other properties acquired by the Borrower pursuant to the Scout (OK) Acquisition Documents, and (ii) a prepayment of Loans (it being agreed by the parties that notwithstanding Section 2.6 of the Credit Agreement, no advance notice or amounts due under Section 3.4 of the Credit Agreement shall be required for such prepayment of Loans)2018 Preferred Units;
(f) After giving pro forma effect to the transactions contemplated by this Amendment, Facility Usage will not exceed $68,500,00093,000,000; and
(g) The Borrower shall have paid all commitment, facility, agency and other fees required to be paid and then due to Administrative Agent or any Lender pursuant to any Loan Documents or any commitment letter or agreement heretofore entered into, and payment of all expenses for which invoices have been presented prior to the Effective Date. Without limiting the generality of the provisions of Section 10.1 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
CONDITIONS; ETC. Section 5.01 The Credit Agreement shall be amended as provided herein upon the date all of the following conditions precedent have been met (the "“Effective Date"”):
(a) The Administrative Agent's ’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders party hereto:
(i) counterparts of this Amendment executed by the Borrower, the Administrative Agent, and Lenders comprising at least the Required Lenders, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a certificate signed by an Authorized Officer of the Borrower as of the Effective Date certifying that:
(A) to the knowledge of such responsible officer, as of the Effective Date, all the conditions precedent set forth in Section 5.01 of this Amendment have been satisfied or waived; and
and (B) there has been no event or circumstance since December 31, 2018, that has had or that could be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Change; and
(b) All of the information (other than projections) made available by the Borrower to the Administrative Agent prior to the Effective Date shall be complete and correct in all material respects, and no changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower after December 31, 2018 that (A) either individually or in the aggregate could reasonably be expected to have a Material Adverse Change or (B) purports to adversely affect the Loan Documents or the rights of the Lenders thereunder;; and
(c) The Administrative Agent Borrower shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that the Borrower has consummated the Scout (OK) Acquisition in accordance with the terms of the Scout (OK) Acquisition Documents in all material respects and has acquired substantially all of the Oil and Gas Properties and other properties contemplated by the Scout (OK) Acquisition Documents, subject only paid to the filing or recording of applicable conveyance documents; and (ii) as to such other related documents and information as the Administrative Agent shall have reasonably requested;an extension fee for the account of each Lender, in the amount equal to 0.05% of such Lender’s Percentage Share of the Borrowing Base as in effect on the Effective Date
(d) The Administrative Agent shall have received evidence satisfactory to it that all Liens on the Oil and Gas Properties acquired pursuant to the Scout (OK) Acquisition Documents (other than Liens permitted by Section 7.2 of the Credit Agreement) have been released or terminated, subject only to the filing or recording of applicable terminations and releases;
(e) Immediately before this Amendment is effective the Borrower shall have applied all of the net cash proceeds received by the Borrower at closing for sale of the Oil and Gas Properties and other properties disposed of by the Borrower pursuant to the Scout (TX) Disposition Documents as (i) payment of the purchase price for the acquisition of the Oil and Gas Properties and other properties acquired by the Borrower pursuant to the Scout (OK) Acquisition Documents, and (ii) a prepayment of Loans (it being agreed by the parties that notwithstanding Section 2.6 of the Credit Agreement, no advance notice or amounts due under Section 3.4 of the Credit Agreement shall be required for such prepayment of Loans);
(f) After giving pro forma effect to the transactions contemplated by this Amendment, Facility Usage will not exceed $68,500,000; and
(g) The Borrower shall have paid all commitment, facility, agency and other fees required to be paid and then due to Administrative Agent or any Lender pursuant to any Loan Documents or any commitment letter or agreement heretofore entered into.
(e) The Borrower shall have paid or reimbursed the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the fees and disbursements of the Administrative Agent’s outside legal counsel, in each case, pursuant to all invoices of the Administrative Agent and/or such counsel presented to the Borrower for payment of all expenses for which invoices have been presented prior to the Effective Date. Without limiting the generality of the provisions of Section 10.1 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
CONDITIONS; ETC. Section 5.01 6.01 The Credit Agreement shall be amended as provided herein upon the date all of the following conditions precedent have been met (the "Effective Date"):
(a) The Administrative Agent's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders party hereto:
(i) counterparts of this Amendment executed by the Borrower, the Administrative Agent, and Lenders comprising at least the Required Lenders, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment and the other Loan Documents to which the Borrower is a party or is to be a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, 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 qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Change;
(iv) a certificate signed by an Authorized Officer of the Borrower as of the Effective Date certifying that:
(A) to the knowledge of such responsible officer, as of the Effective Date, all the conditions precedent set forth in Section 5.01 6.01 of this Amendment have been satisfied or waived; and
(B) there has been no event or circumstance since December 31, 20182016, that has had or that could be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Change; and
(b) All of the information (other than projections) made available by the Borrower to the Administrative Agent prior to the Effective Date shall be complete and correct in all material respects, and no changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower after December October 31, 2018 2017 that (A) either individually or in the aggregate could reasonably be expected to have a Material Adverse Change or (B) purports to adversely affect the Loan Documents or the rights of the Lenders thereunder;
(c) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that the Borrower has consummated the Scout (OK) Acquisition in accordance with the terms of the Scout (OK) Acquisition Documents in all material respects and has acquired substantially all of the Oil and Gas Properties and other properties contemplated by the Scout (OK) Acquisition Documents, subject only to the filing or recording of applicable conveyance documents; and (ii) as to such other related documents and information as the Administrative Agent shall have reasonably requested;
(d) The Administrative Agent shall have received evidence satisfactory to it that all Liens on the Oil and Gas Properties acquired pursuant to the Scout (OK) Acquisition Documents (other than Liens permitted by Section 7.2 of the Credit Agreement) have been released or terminated, subject only to the filing or recording of applicable terminations and releases;
(e) Immediately before this Amendment is effective the Borrower shall have applied all of the net cash proceeds received by the Borrower at closing for sale of the Oil and Gas Properties and other properties disposed of by the Borrower pursuant to the Scout (TX) SOK Disposition Documents as (i) payment of the purchase price for the acquisition of the Oil and Gas Properties and other properties acquired by the Borrower pursuant to the Scout (OK) Acquisition Documents, and (ii) a prepayment of Loans (it being agreed by and as a reduction of the parties that notwithstanding Borrowing Base pursuant to Section 2.6 2.9 of the Credit Agreement, no advance notice or amounts due under Section 3.4 of the Credit Agreement shall be required for such prepayment of Loans);
(fd) After giving pro forma effect to the transactions contemplated by this Amendment, Facility Usage will not exceed $68,500,000100,000,000; and
(ge) The Borrower shall have paid all commitment, facility, agency and other fees required to be paid and then due to Administrative Agent or any Lender pursuant to any Loan Documents or any commitment letter or agreement heretofore entered into, and payment of all expenses for which invoices have been presented prior to the Effective Date. Without limiting the generality of the provisions of Section 10.1 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 5.016.01, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
CONDITIONS; ETC. Section 5.01 6.01 The Credit Agreement shall be amended as provided herein upon the date all of the following conditions precedent have been met (the "“Effective Date"”):
(a) The Administrative Agent's ’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders party hereto:
(i) counterparts of this Amendment executed by the Borrower, the Administrative Agent, and Lenders comprising at least the Required Lenderseach Lender, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;; and
(ii) a certificate signed by an Authorized Officer of the Borrower as of the Effective Date certifying that:
(A) that to the knowledge of such responsible officer, as of the Effective Date, all the conditions precedent set forth in Section 5.01 6.01 of this Amendment have been satisfied or waived; and
(Bb) there has been no event The Administrative Agent’s receipt of the Third Amendment to the MLP Partnership Agreement, dated on or circumstance since December 31about the date hereof, 2018, that has had or that could be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Change; andduly executed by all parties thereto.
(bc) All of the information (other than projections) made available by the Borrower to the Administrative Agent prior to the Effective Date shall be complete and correct in all material respects, and no changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower after December 31, 2018 2019 that (A) either individually or in the aggregate could reasonably be expected to have a Material Adverse Change or (B) purports to adversely affect the Loan Documents or the rights of the Lenders thereunder;
(cd) The Administrative Agent Borrower shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that the Borrower has consummated the Scout (OK) Acquisition in accordance with the terms of the Scout (OK) Acquisition Documents in all material respects and has acquired substantially all of the Oil and Gas Properties and other properties contemplated by the Scout (OK) Acquisition Documents, subject only paid to the filing or recording of applicable conveyance documents; and (ii) as to such other related documents and information as the Administrative Agent an amendment consent fee for the account of each Lender signatory hereto, in the amount equal to 0.15% of such Lender’s Percentage Share of $74,000,000, which is the outstanding Facility Usage as of the Effective Date, which amendment consent fee shall have reasonably requested;
(d) The Administrative Agent shall have received evidence satisfactory to it that all Liens be fully earned and due and payable in full in cash on the Oil and Gas Properties acquired pursuant to the Scout (OK) Acquisition Documents (other than Liens permitted by Section 7.2 of the Credit Agreement) have been released or terminated, subject only to the filing or recording of applicable terminations and releasesEffective Date;
(e) Immediately before this Amendment is effective the Borrower shall have applied all of the net cash proceeds received by the Borrower at closing for sale of the Oil and Gas Properties and other properties disposed of by the Borrower pursuant to the Scout (TX) Disposition Documents as (i) payment of the purchase price for the acquisition of the Oil and Gas Properties and other properties acquired by the Borrower pursuant to the Scout (OK) Acquisition Documents, and (ii) a prepayment of Loans (it being agreed by the parties that notwithstanding Section 2.6 of the Credit Agreement, no advance notice or amounts due under Section 3.4 of the Credit Agreement shall be required for such prepayment of Loans);
(f) After giving pro forma effect to the transactions contemplated by this Amendment, Facility Usage will not exceed $68,500,000; and
(g) The Borrower shall have paid all commitment, facility, agency and other fees required to be paid and then due to Administrative Agent or any Lender pursuant to any Loan Documents or any commitment letter, fee letter or agreement heretofore entered intointo previously or in connection herewith; and
(f) The Borrower shall have paid or reimbursed the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the fees and disbursements of the Administrative Agent’s outside legal counsel, in each case, pursuant to all invoices of the Administrative Agent and/or such counsel presented to the Borrower for payment of all expenses for which invoices have been presented prior to the Effective Date. Without limiting the generality of the provisions of Section 10.1 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 5.016.01, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
CONDITIONS; ETC. Section 5.01 4.01 The Credit Agreement shall be amended as provided herein upon the date all of the following conditions precedent have been met (the "Effective Date"):
(a) The Administrative Agent's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders party hereto:
(i) counterparts of this Amendment executed by the Borrower, the Administrative Agent, and Lenders comprising at least each of the Required Lenders, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment and the other Loan Documents to which the Borrower is a party or is to be a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, 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 qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(iv) a certificate signed by an Authorized Officer of the Borrower as of the Effective Date certifying that:
(A) to the knowledge of such responsible officer, as of the Effective Date, all the conditions precedent set forth in Section 5.01 4.01 of this Amendment have been satisfied or waived; and;
(B) there has been no event or circumstance since December 31, 20182015, that has had or that could be reasonably be expected to have, either individually or in the aggregate, a Material Adverse ChangeEffect; and
(C) all consents, licenses, permits, certifications and approvals, if any, required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party have been received;
(v) a certificate of an Authorized Officer of the Borrower certifying that, as of the Effective Date, the Borrower is in compliance with the insurance requirements set forth in the Credit Agreement;
(vi) a representation certificate of an Authorized Officer of the Borrower certifying, as of the Effective Date, as to the value of Oil and Gas Properties constituting part of the Mortgaged Property as a percentage of the value of all Oil and Gas Properties of the Borrower, such valuation to be based upon the most recent Reserve Report and other acquisition-related information available to such officer; and
(b) All of the information (other than projections) made available by the Borrower to the Administrative Agent prior to the Effective Date shall be complete and correct in all material respects, and no changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower after December March 31, 2018 2016 that (A) either individually or in the aggregate could reasonably be expected to have a Material Adverse Change Effect or (B) purports to adversely affect the Loan Documents or the rights of the Lenders thereunder;
(c) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that the Borrower has consummated the Scout (OK) Acquisition in accordance with the terms of the Scout (OK) Acquisition Documents in all material respects and has acquired substantially all of the Oil and Gas Properties and other properties contemplated by the Scout (OK) Acquisition Documents, subject only to the filing or recording of applicable conveyance documents; and (ii) as to such other related documents and information as the Administrative Agent shall have reasonably requested;
(d) The Administrative Agent shall have received evidence satisfactory to it that all Liens on the Oil and Gas Properties acquired pursuant to the Scout (OK) Acquisition Documents (other than Liens permitted by Section 7.2 of the Credit Agreement) have been released or terminated, subject only to the filing or recording of applicable terminations and releases;
(e) Immediately before this Amendment is effective the Borrower shall have applied all of the net cash proceeds received by the Borrower at closing for sale of the Oil and Gas Properties and other properties disposed of by the Borrower pursuant to the Scout (TX) Disposition Documents as (i) payment of the purchase price for the acquisition of the Oil and Gas Properties and other properties acquired by the Borrower pursuant to the Scout (OK) Acquisition Documents, and (ii) a prepayment of Loans (it being agreed by the parties that notwithstanding Section 2.6 of the Credit Agreement, no advance notice or amounts due under Section 3.4 of the Credit Agreement shall be required for such prepayment of Loans);
(f) After giving pro forma effect to the transactions contemplated by this Amendment, Facility Usage will not exceed $68,500,000; and
(g) The Borrower shall have paid all commitment, facility, agency and other fees required to be paid and then due to Administrative Agent or any Lender pursuant to any Loan Documents or any commitment letter or agreement heretofore entered into, and payment of all expenses for which invoices have been presented prior to the Effective Date. Without limiting the generality of the provisions of Section 10.1 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
CONDITIONS; ETC. Section 5.01 4.01 The Credit Agreement shall be amended as provided herein upon the date all of the following conditions precedent have been met (the "Effective Date"):
(a) The Administrative Agent's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders party hereto:
(i) counterparts of this Amendment executed by the Borrower, the Administrative Agent, and Lenders comprising at least each of the Required Lenders, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a certificate signed by an such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officer Officers of the Borrower as of the Effective Date certifying that:
(A) to the knowledge of such responsible officer, as of the Effective Date, all the conditions precedent set forth in Section 5.01 of this Amendment have been satisfied or waived; and
(B) there has been no event or circumstance since December 31, 2018, that has had or that could be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Change; and
(b) All of the information (other than projections) made available by the Borrower to the Administrative Agent prior may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment and the Effective Date shall other Loan Documents to which the Borrower is a party or is to be complete a party; (iii) such documents and correct in all material respects, and no changes or developments shall have occurred, and no new or additional information shall have been received or discovered by certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the Lenders regarding conduct of its business requires such qualification, except to the Borrower after December 31, 2018 extent that (A) either individually or in the aggregate failure to do so could not reasonably be expected to have a Material Adverse Change or (B) purports to adversely affect the Loan Documents or the rights of the Lenders thereunderChange;
(c) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that the Borrower has consummated the Scout (OK) Acquisition in accordance with the terms of the Scout (OK) Acquisition Documents in all material respects and has acquired substantially all of the Oil and Gas Properties and other properties contemplated by the Scout (OK) Acquisition Documents, subject only to the filing or recording of applicable conveyance documents; and (ii) as to such other related documents and information as the Administrative Agent shall have reasonably requested;
(d) The Administrative Agent shall have received evidence satisfactory to it that all Liens on the Oil and Gas Properties acquired pursuant to the Scout (OK) Acquisition Documents (other than Liens permitted by Section 7.2 of the Credit Agreement) have been released or terminated, subject only to the filing or recording of applicable terminations and releases;
(e) Immediately before this Amendment is effective the Borrower shall have applied all of the net cash proceeds received by the Borrower at closing for sale of the Oil and Gas Properties and other properties disposed of by the Borrower pursuant to the Scout (TX) Disposition Documents as (i) payment of the purchase price for the acquisition of the Oil and Gas Properties and other properties acquired by the Borrower pursuant to the Scout (OK) Acquisition Documents, and (ii) a prepayment of Loans (it being agreed by the parties that notwithstanding Section 2.6 of the Credit Agreement, no advance notice or amounts due under Section 3.4 of the Credit Agreement shall be required for such prepayment of Loans);
(f) After giving pro forma effect to the transactions contemplated by this Amendment, Facility Usage will not exceed $68,500,000; and
(g) The Borrower shall have paid all commitment, facility, agency and other fees required to be paid and then due to Administrative Agent or any Lender pursuant to any Loan Documents or any commitment letter or agreement heretofore entered into, and payment of all expenses for which invoices have been presented prior to the Effective Date. Without limiting the generality of the provisions of Section 10.1 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
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