Conditions of the Closing Date. The obligations of each L/C Issuer and each Lender hereunder are subject to satisfaction on or prior to the Closing Date of the following conditions precedent: (a) the Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “.pdf” images (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement and the Guarantee Agreement; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) an executed perfection certificate in the form provided by the Administrative Agent; (iv) the Pledge and Security Agreement duly executed by each Loan Party, together with: (1) proper financing statements in form appropriate for filing under the UCC of all jurisdictions necessary in order to perfect in the United States the Liens in and to the Collateral in which a security interest can be perfected by filing such financing statement; (2) certificates representing the Pledged Equity referred to in the Pledge and Security Agreement (to the extent certificated) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Pledge and Security Agreement) indorsed in blank; (3) copies of all Uniform Commercial Code, judgment and tax lien search results reasonably requested by the Administrative Agent, together with copies of the financing statements (or similar documents) disclosed in such search results, and accompanied by evidence that any Liens indicated in any such financing statement that are not Permitted Liens have been or will be released or terminated concurrently with the Closing Date (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code, necessary in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Documents), covering the Collateral of the Loan Parties described in the Security Documents; (4) evidence of arrangements for the completion of all other actions, recordings and filings of or with respect to the Pledge and Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect on a first-priority basis the Liens created thereby (subject to Permitted Prior Liens) (including receipt of a duly executed payoff letter, UCC-3 termination statements and other customary collateral release documents, in each case, evidencing that each of the Existing Credit Agreement and the Atlas Pipeline Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement and the Atlas Pipeline Credit Agreement have been, or concurrently with the Closing Date are being, released); (v) a certificate of incumbency signed by the secretary or assistant secretary of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party, together with a certification of incumbency attesting to the identity, authority and capacity of such secretary or assistant secretary executing such certificate on behalf of each Loan Party signed by a Responsible Officer of such Loan Party; (vi) copies of each Loan Party’s Organization Documents, as amended, modified, or supplemented as of the Closing Date, certified by the secretary or assistant secretary of such Loan Party together with certificates of status with respect to each Loan Party, such certificates indicating that such Loan Party is in good standing in its jurisdiction of organization and each other jurisdiction in which its failure to be duly qualified or licensed would have a Material Adverse Effect; (vii) an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent, the L/C Issuers, the Swing Line Lender and each Lender, substantially in the form of Exhibit I; (viii) a Solvency Certificate of the Borrower and RemainCo and their respective Subsidiaries on a consolidated basis after giving effect to the Transactions and the Spin-Off, signed by the chief financial officer of the Borrower; and (ix) a Form U-1 and a Form G-3 appropriately completed by the Borrower; (b) all fees and expenses required to be paid hereunder or in connection herewith and invoiced in reasonable detail at least two (2) Business Days before the Closing Date shall have been paid; (c) the Administrative Agent’s receipt of reasonably satisfactory confirmation that the Refinancing has occurred or is occurring concurrently with the Closing Date; (d) neither the Acquisition Agreement nor the APL Merger Agreement (nor the schedules or exhibits to either) shall have been amended or any provision thereof waived in any material respect since they were executed on October 13, 2014, by the Borrower or any Subsidiary thereof, and the Borrower and its Subsidiaries shall not have granted any consents under the Acquisition Agreement or the APL Merger Agreement, in each case, in a manner materially adverse to the Lenders (in their capacities as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned); provided that (A) any amendment, waiver or consent increasing the amount of consideration required to consummate the Acquisition Transaction shall be deemed not to be materially adverse to the Lenders so long as such increased consideration is funded with Equity Interests of the Borrower or the proceeds of the issuance thereof, (B) any amendment, waiver or consent decreasing the amount of consideration required to consummate the Acquisition Transaction shall be deemed not to be materially adverse to the Lenders so long as such decrease is not more than ten percent (10%) of such consideration set forth therein as of October 13, 2014 and (C) any amendment, waiver or consent regarding the definition of “Partnership Material Adverse Effect” set forth in the Acquisition Agreement shall be deemed to be materially adverse to the Lenders; (e) the Acquisition Transaction and the Simultaneous Merger shall have been consummated (or shall be consummated substantially simultaneously with the Closing Date) in accordance with the terms of the Acquisition Agreement and the APL Merger Agreement, without any amendment or waiver or the granting of any consent prohibited by Section 4.01(d) without the consent of the Arrangers; (f) the Administrative Agent shall have received evidence that the Spin-Off has been, or concurrently with the Closing Date is being, consummated, and evidence that any Indebtedness under the Amended and Restated Credit Agreement, dated as of July 31, 2013, among the Target, as borrower, the lenders party thereto and Xxxxx Fargo Bank, National Association, as administrative agent for the lenders, has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under such agreement and all guarantees of any such obligations have been, or concurrently with the Closing Date are being, released;
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Samples: Credit Agreement (Targa Resources Corp.), Credit Agreement (Targa Resources Corp.)
Conditions of the Closing Date. The obligations obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder are is subject to the occurrence of the Execution Date and satisfaction on (or prior to the Closing Date waiver in accordance with Section 11.01) of the following conditions precedent:
(a) the The Administrative Agent’s receipt of the following, each of which shall be originals, originals or facsimiles or “.pdf” images (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer to the extent required to be executed, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the signing Loan Party, Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders:
(i) executed counterparts of this Agreement and the Guarantee Agreement;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iiiii) an executed perfection certificate in counterparts of the form provided by the Administrative AgentSubsidiary Guaranty Agreement;
(iviii) executed counterparts of the Pledge and Security Agreement duly executed by each Loan Partyand such other security agreements, if any, as may be required to be delivered pursuant to Section 6.11, together with:
(1A) proper original stock certificates or other certificates evidencing the Equity Interests pledged pursuant thereto, an undated stock power for each such certificate duly executed in blank by the registered owner thereof and, in the case of a pledge of Equity Interests issued by a Person who is not a party to the Security Agreement, an acknowledgment of pledge executed by such Person;
(B) copies of the Organization Documents of each issuer of Equity Interests being pledged to the extent not previously delivered pursuant to Section 4.01;
(C) each original promissory note, if any, pledged pursuant to the Security Agreements together with an undated endorsement for each such promissory note duly executed in blank by the holder thereof;
(D) financing statements in form appropriate for filing under the UCC Uniform Commercial Code of all jurisdictions necessary in order to perfect in the United States the Liens in and to the Collateral in which a security interest can be perfected by filing such financing statement;
(2) certificates representing the Pledged Equity referred to in the Pledge and Security Agreement (to the extent certificated) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Pledge and Security Agreement) indorsed in blank;
(3) copies of all Uniform Commercial Code, judgment and tax lien search results reasonably requested by the Administrative Agent, together with copies of the financing statements (or similar documents) disclosed in such search results, and accompanied by evidence that any Liens indicated in any such financing statement that are not Permitted Liens have been or will be released or terminated concurrently with the Closing Date (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code, necessary in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Documents), covering the Collateral of the Loan Parties described in the Security Documents;
(4) evidence of arrangements for the completion of all other actions, recordings and filings of or with respect to the Pledge and Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect on a first-priority basis the Liens created thereby under the Security Agreements, covering the Collateral, provided however that no mortgages or fixture filings shall be required to be filed in county recording offices;
(subject to Permitted Prior LiensE) (including receipt of a duly executed payoff letter, such UCC-3 termination statements as may be required in order to release Liens on the Collateral, if any, other than Liens permitted by this Agreement;
(F) such lien searches as the Administrative Agent shall reasonably request; and
(G) evidence of the completion of such other actions that the Administrative Agent may deem reasonably necessary or desirable in order to perfect the Liens created thereby;
(iv) a favorable opinion of (i) Xxxxxx & Xxxxxxx, LLP, counsel to the Loan Parties, covering such matters concerning the Loan Parties, the Loan Documents and other customary collateral release documentsthe Collateral as the Arrangers may reasonably request, (ii) Colorado counsel to the Loan Parties, covering such matters concerning any Loan Party organized in Colorado as the Arrangers may reasonably request and (iii) Utah and Wyoming counsel to the Loan Parties, covering the transmitting utility financing statements to be filed in each such state, in the case of each caseopinion, evidencing that each of in form and substance reasonably satisfactory to the Existing Credit Agreement and the Atlas Pipeline Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement and the Atlas Pipeline Credit Agreement have been, or concurrently with the Closing Date are being, released)Arrangers;
(v) financial projections of the Borrower and the Acquired Businesses through December 31, 2015, prepared on a basis consistent with the financial projections of the Borrower and the Acquired Businesses delivered to the Arrangers prior to the Closing Date; and
(vi) (i) certificates of insurance evidencing the insurance required to be maintained pursuant to this Agreement, naming the Administrative Agent, on behalf of the Secured Parties as an additional insured or loss payee, as the case may be, delivered together with a certificate of incumbency signed a Responsible Officer of the Borrower (which may be combined with the certificate delivered pursuant to Section 4.02(b)(iii)) certifying that all insurance required to be maintained pursuant to this Agreement has been obtained and is in effect.
(b) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer to the extent required to be executed, each dated the Closing Date (or, in the case of certificates of government officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent:
(i) a certificate of a secretary or assistant secretary of each Loan Party evidencing certifying as to the identity, authority incumbency and capacity genuineness of the signature of each Responsible Officer thereof authorized officer of such Loan Party executing Loan Documents to act which it is a party and certifying that attached thereto is a true, correct and complete copy of each of the following, or certifying that such documents were delivered on the Execution Date and certifying that since such date there have been no changes thereto: (A) the articles or certificate of limited partnership or formation of such Loan Party and all amendments thereto, certified as of a Responsible Officer recent date by the appropriate Governmental Authority in connection with its jurisdiction of incorporation or formation, (B) the limited partnership agreement, limited liability company agreement or other governing document of such Loan Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party it is a party, together with a certification of incumbency attesting to the identity, authority ; and
(ii) certificates evidencing valid existence and capacity of such secretary or assistant secretary executing such certificate on behalf good standing of each Loan Party Party, issued by the applicable governmental authority of the state where each is organized;
(iii) a certificate, dated the Closing Date and signed by a Responsible Officer of such Loan Party;the Borrower and the Parent Guarantor certifying
(viA) copies of that each Loan Party’s Organization Documents, as amended, modified, or supplemented as of the Closing Date, certified by the secretary or assistant secretary of such Loan Party together with certificates of status with respect to each Loan Party, such certificates indicating that such Loan Party is in good standing in its jurisdiction of organization and each other jurisdiction in which its failure to be duly qualified or licensed would have a Material Adverse Effect;
(vii) an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent, the L/C Issuers, the Swing Line Lender and each Lender, substantially in the form of Exhibit I;
(viii) a Solvency Certificate of the Borrower and RemainCo and their respective Subsidiaries the Parent Guarantor (on a consolidated Consolidated basis together with its Consolidated Subsidiaries) is Solvent on such date after giving effect to the Transactions;
(B) that, both before and immediately after giving effect to the Transactions, no Default exists on such date;
(C) that, both before and immediately after giving effect to the Transactions and the Spin-Offincurrence of Indebtedness on such date, signed if any, the representations and warranties contained in Article V are true and correct on and as of such date;
(D) that a true and correct copy of each of Material Agreement either (i) has been filed with the SEC by the chief financial officer Parent Guarantor as exhibits to its Registration Statement as in effect on the date of the BorrowerIPO (with certain terms thereof having been redacted as permitted by applicable SEC regulations) or (ii) is attached to such certificate; and
(ixE) a Form U-1 as to the matters set forth in paragraphs (e) through (i) of this Section 4.02, in form and a Form G-3 appropriately completed by substance reasonably satisfactory to the Borrower;
(b) all fees and expenses required to be paid hereunder or in connection herewith and invoiced in reasonable detail at least two (2) Business Days before the Closing Date shall have been paid;Administrative Agent.
(c) The Parent Guarantor shall have delivered the Initial Financial Statements to the Administrative Agent’s receipt , which delivery may be accomplished by the filing of reasonably satisfactory confirmation that the Refinancing has occurred or is occurring concurrently with the Closing Date;Registration Statement containing such financial statements.
(d) neither The Joint Bookrunners shall be reasonably satisfied with the Acquisition Agreement nor material terms of the APL Merger Agreement agreements (nor other than the schedules or Underwriting Agreement) filed by the Parent Guarantor with the SEC as exhibits to eitherits Registration Statement as in effect on the date of the IPO (it being understood and agreed that the material terms of any such documents described in detail in the Registration Statement as so described or otherwise provided to the Lenders and the Arrangers prior to the Execution Date shall be deemed to be reasonably satisfactory).
(e) The Contribution and the IPO shall have been, or contemporaneously with the satisfaction (or waiver in accordance with Section 11.01) of the other conditions precedent set forth in this Section 4.02 are being, consummated in all material respects as described in the Registration Statement in compliance in all material respects with applicable law and regulatory approvals.
(f) All partnership and company, governmental and applicable material third-party consents and approvals necessary in connection with the Transactions shall have been amended obtained.
(g) There shall not have occurred since December 31, 2012 any event or any provision thereof waived condition that has had or would reasonably expected to have, either individually or in any the aggregate, a material respect since they were executed adverse effect on October 13the business, 2014, by assets (including the Borrower assets or any Subsidiary thereof, and business to be contributed to the Borrower and its Subsidiaries shall not have granted any consents under the Acquisition Agreement or the APL Merger Agreement, in each case, in a manner materially adverse pursuant to the Lenders (in their capacities as such) without the consent of the Arrangers (such consent not to be unreasonably withheldContribution and IPO), delayed financial condition, or conditioned); provided that (A) any amendment, waiver or consent increasing the amount of consideration required to consummate the Acquisition Transaction shall be deemed not to be materially adverse to the Lenders so long as such increased consideration is funded with Equity Interests operations of the Borrower and its Subsidiaries, taken as a whole.
(h) Except as disclosed in the Registration Statement, there is no litigation, arbitration or governmental investigation, proceeding or inquiry as to which there is a reasonable possibility of an adverse determination which (i) would reasonably be expected to have a Material Adverse Effect or (ii) which seeks to prevent, enjoin or delay the Contribution or IPO or the proceeds making of the issuance thereofinitial Credit Extensions.
(i) The Credit Agreement dated as of August 25, 2011 among QRI, Xxxxx Fargo Bank, as administrative agent, and the lenders and letter of credit issuers parties thereto and the Term Loan Agreement dated as of April 18, 2012 among QRI, Xxxxx Fargo Bank, as administrative agent, and the lenders parties thereto, shall have been amended, or are being amended effective on the Closing Date, to the extent necessary to permit the Contribution and IPO.
(Bj) any amendmentTo the extent not previously delivered, waiver the Lenders shall have received such documentation and other information as may be required by them in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the information required by the USA PATRIOT Act including information required by the Act and information described in Section 11.19.
(k) The Administrative Agent and the Arrangers shall have received all fees and expenses that are due and payable by the Borrower on or consent decreasing before the amount Closing Date, including fees payable to the Lenders, and including, to the extent invoiced, reimbursement or payment of consideration all expenses (including, without limitation, Attorney Costs of one firm as counsel to the Administrative Agent) required to consummate be reimbursed or paid by the Acquisition Transaction shall be deemed not to be materially adverse to Borrower hereunder. Without limiting the Lenders so long as such decrease is not more than ten percent (10%) generality of such consideration set forth therein as the provisions of October 13the last paragraph of Section 9.03, 2014 and (C) any amendmentfor purposes of determining compliance with the conditions specified in this Section 4.02, waiver or consent regarding the definition of “Partnership Material Adverse Effect” set forth in the Acquisition each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be materially adverse satisfied with, each document or other matter required thereunder to the Lenders;
(e) the Acquisition Transaction and the Simultaneous Merger shall have been consummated (be consented to or shall be consummated substantially simultaneously with the Closing Date) in accordance with the terms of the Acquisition Agreement and the APL Merger Agreement, without any amendment approved by or waiver acceptable or the granting of any consent prohibited by Section 4.01(d) without the consent of the Arrangers;
(f) satisfactory to a Lender unless the Administrative Agent shall have received evidence that notice from such Lender prior to the Spin-Off has been, or concurrently with proposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date is being, consummatedDate, and evidence that any Indebtedness under such notice shall be conclusive and binding. Notwithstanding the Amended and Restated Credit Agreement, dated as of July 31, 2013, among the Target, as borrowerforegoing, the lenders party thereto obligations of the Lenders to make Loans and Xxxxx Fargo Bankof the L/C Issuers to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.01) at or prior to 5 p.m., National AssociationNew York City time, as administrative agent for on the lendersninetieth (90th) day after the Execution Date (and, has beenin the event such conditions are not so satisfied or waived, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under Commitments shall terminate at such agreement and all guarantees of any such obligations have been, or concurrently with the Closing Date are being, released;time).
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Conditions of the Closing Date. The obligations obligation of each L/C Issuer and each Lender hereunder are is subject to satisfaction on or prior to the Closing Date of the following conditions precedent:
(a) the Administrative Agent’s receipt of the following, each of which shall be originals, originals or facsimiles or “.pdf” images (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement and the Guarantee AgreementGuaranty;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) an executed perfection certificate in the form provided by the Administrative Agent;
(iv) the Pledge and Security Agreement duly executed by each Loan Party, together with:
(1) proper financing statements in form appropriate for filing under the UCC of all jurisdictions necessary in order to perfect in the United States the Liens in and to the Collateral in which a security interest can be perfected by filing such financing statement;
(2) to the extent not already in the possession of the Collateral Agent, certificates representing the Pledged Equity referred to in the Pledge and Security Agreement (to the extent certificated) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Pledge and Security Agreement) indorsed in blank;,
(3) copies of completed requests for information, dated on or before the Closing Date, listing all Uniform Commercial Code, judgment and tax lien search results reasonably requested by effective financing statements filed in the Administrative Agentjurisdictions referred to in clause (1) above that name any Loan Party as debtor, together with copies of the financing statements (or similar documents) disclosed in such search results, and accompanied by evidence that any Liens indicated in any such financing statement that are not Permitted Liens have been or will be released or terminated concurrently with the Closing Date (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper other financing statements, duly prepared for filing under the Uniform Commercial Code, necessary in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Documents), covering the Collateral of the Loan Parties described in the Security Documents;and
(4) evidence of arrangements for the completion of all other actions, recordings and filings of or with respect to the Pledge and Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect on a first-priority basis the Liens created thereby (subject to Permitted Prior Liens) (including receipt of a duly executed payoff letter, letter and UCC-3 termination statements and other customary collateral release documentsstatements, in each case, case evidencing that each of the Existing Credit Agreement and the Atlas Pipeline Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement and the Atlas Pipeline Credit Agreement have been, or concurrently with the Closing Date are being, released);
(v) a certificate of incumbency signed by the secretary or assistant secretary of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party, together with a certification of incumbency attesting to the identity, authority and capacity of such secretary or assistant secretary executing such certificate on behalf of each Loan Party signed by a Responsible Officer of such Loan Party;
(vi) copies of each Loan Party’s Organization Documents, as amended, modified, or supplemented as of the Closing Date, certified by the secretary or assistant secretary a Responsible Officer of such Loan Party together with and certificates of status with respect to each Loan Party, such certificates indicating that such Loan Party is in good standing in its jurisdiction of organization and each other jurisdiction in which its failure to be duly qualified or licensed would have a Material Adverse Effect;
(viiA) an opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, substantially in the form of Exhibit I-A and (B) an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent, the L/C Issuers, the Swing Line Lender Agent and each Lender, substantially in the form of Exhibit I-B;
(viii) a Solvency Certificate certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a) and RemainCo and their respective Subsidiaries on (b) have been satisfied;
(ix) a consolidated basis certificate attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Transactions and the Spin-OffTransactions, signed by the chief financial officer officer, chief accounting officer, treasurer or controller of the Borrower; and;
(ixx) a Form U-1 and a Form G-3 appropriately completed by the Borrower;
(b) all fees and expenses required to be paid hereunder or in connection herewith and invoiced in reasonable detail at least two (2) Business Days before the Closing Date shall have been paid;
(c) all fees and expenses required to be paid to the Agents as separately agreed in writing between the Borrower and the applicable Agent(s) shall have been paid;
(d) the Administrative Agent’s receipt of reasonably satisfactory confirmation that the Refinancing has occurred or is occurring concurrently with the Closing Date;
(d) neither the Acquisition Agreement nor the APL Merger Agreement (nor the schedules or exhibits to either) shall have been amended or any provision thereof waived in any material respect since they were a duly executed on October 13, 2014, by the Borrower or any Subsidiary thereof, payoff letter and the Borrower and its Subsidiaries shall not have granted any consents under the Acquisition Agreement or the APL Merger AgreementUCC-3 termination statements, in each case, in a manner materially adverse to the Lenders (in their capacities as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned); provided that (A) any amendment, waiver or consent increasing the amount of consideration required to consummate the Acquisition Transaction shall be deemed not to be materially adverse to the Lenders so long as such increased consideration is funded with Equity Interests of the Borrower or the proceeds of the issuance thereof, (B) any amendment, waiver or consent decreasing the amount of consideration required to consummate the Acquisition Transaction shall be deemed not to be materially adverse to the Lenders so long as such decrease is not more than ten percent (10%) of such consideration set forth therein as of October 13, 2014 and (C) any amendment, waiver or consent regarding the definition of “Partnership Material Adverse Effect” set forth in the Acquisition Agreement shall be deemed to be materially adverse to the Lenders;
(e) the Acquisition Transaction and the Simultaneous Merger shall have been consummated (or shall be consummated substantially simultaneously with the Closing Date) in accordance with the terms of the Acquisition Agreement and the APL Merger Agreement, without any amendment or waiver or the granting of any consent prohibited by Section 4.01(d) without the consent of the Arrangers;
(f) the Administrative Agent shall have received evidence case evidencing that the Spin-Off has Existing Holdco Loans have been, or concurrently with the Closing Date is being, consummated, and evidence that any Indebtedness under the Amended and Restated Credit Agreement, dated as of July 31, 2013, among the Target, as borrower, the lenders party thereto and Xxxxx Fargo Bank, National Association, as administrative agent for the lenders, has been, or concurrently with the Closing Date is are being, terminated and all Liens securing obligations under such agreement and all guarantees of any such obligations the Existing Holdco Loans have been, or concurrently with the Closing Date are being, released;; and
(e) the receipt by each Lender of all documentation and other information required by them under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, that has been requested in writing prior to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01 each Lender that has signed this Agreement 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 Closing Date specifying its objection thereto.
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