Conditions Precedent to Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement Date, which shall occur on such date on or prior to August 5, 1997, on which each of the following conditions precedent shall have been satisfied: (a) The Required Lenders (as defined in the Existing Credit Agreement) and all Canadian Lenders shall have consented to this Second Amended and Restated Credit Agreement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f) (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f). (c) All stock of the Borrowers (other than Crompton Corp.) and the Borrowers' Subsidiaries, to the extent owned by the Borrowers and their Subsidiaries, shall be owned by the Borrowers or one or more of the Borrowers' Subsidiaries, in each case free and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l). (d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender Parties) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowers, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated thereby. (e) The Borrowers shall have paid all accrued fees and expenses of the Agent and the Lender Parties (including the accrued fees and expenses of counsel to the Agent and local counsel to the Lender Parties). (f) The Agent shall have received on or before the Restatement Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender Party: (i) A consent in substantially the form of Exhibit D-1, by the Pledgors (as defined in the Crompton Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Crompton Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreement. (ii) A consent in substantially the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Uniroyal Security Agreement" and, together with the Crompton Security Agreement and each security agreement delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreement. (iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Parent Guaranty"), duly executed by Crompton Corp., consenting to the amendment and restatement contemplated by this Agreement. (iv) A consent in substantially the form of Exhibit E-2, by the Subsidiary Guarantors in favor of the Secured Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor of the Secured Parties (together with each other guaranty delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment and restatement contemplated by this Agreement. (v) A consent in substantially the form of Exhibit D-3, by Uniroyal and each Uniroyal Guarantor under the supplement to the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this Agreement. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent.
Appears in 2 contracts
Samples: Credit Agreement (Uniroyal Chemical Co Inc), Credit Agreement (Crompton & Knowles Corp)
Conditions Precedent to Effectiveness of Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement first date (the “Effective Date, which shall occur on such date on or prior to August 5, 1997, ”) on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined in the Existing Credit Agreement) and all Canadian Lenders There shall have consented occurred no Material Adverse Change since March 31, 2013, except as disclosed in public filings made with the Securities and Exchange Commission prior to this Second Amended and Restated Credit AgreementJune 6, 2013 or delivered to the Lenders prior to the date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be is reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f) in public filings made with the Securities and Exchange Commission prior to June 6, 2013 or delivered to the Lenders prior to the date hereof (the "“Disclosed Litigation"”) or (ii) purports to affect the legality, validity or enforceability of this Agreement, Agreement or any Note, any other Loan Document, any Related Document Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f)in public filings with the Securities and Exchange Commission prior to June 6, 2013 or delivered to the Lenders prior to the date hereof.
(c) All stock Nothing shall have come to the attention of the Borrowers (other than Crompton Corp.) and Lenders during the Borrowers' Subsidiaries, course of their due diligence investigation to lead them to believe that the information provided to the extent owned by Lenders prior to the Borrowers and their SubsidiariesEffective Date was or has become misleading, shall be owned by incorrect or incomplete in any material respect; without limiting the Borrowers or one or more generality of the Borrowers' Subsidiariesforegoing, in each case free the Lenders shall have been given such access to the management, records, books of account, contracts and clear of any lien, charge or encumbrance other than in favor properties of the Lender Parties or other than liens to be released pursuant to Section 5.01(l)Borrower and its Subsidiaries as they shall have reasonably requested.
(d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender PartiesLenders) and shall remain be in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowerseffect, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties Lenders that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated therebyhereby.
(e) The Borrowers Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(f) The Borrower shall have paid all accrued fees and reasonable expenses of the Agent and the Lender Parties Lenders (including the accrued reasonable fees and expenses of counsel to the Agent and local counsel Agent) to the Lender Parties)extent, in the case of up-front and arrangement fees, invoiced on or before the Effective Date and, in the case of all other fees and expenses, invoiced at least two Business Days before the Effective Date.
(fg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(h) The Agent shall have received on or before the Restatement Effective Date the following, each dated such day (unless otherwise specified)day, in form and substance satisfactory to the Agent and (unless otherwise specifiedexcept for the Notes) and in sufficient copies for each Lender PartyLender:
(i) A consent in substantially the form From each party hereto either (A) a counterpart of Exhibit D-1, by the Pledgors this Agreement signed on behalf of such party or (as defined in the Crompton Security AgreementB) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of written evidence satisfactory to the Agent (as amended, supplemented which may include facsimile or otherwise modified from time to time in accordance with its terms, the "Crompton Security other electronic transmission of a signed signature page of this Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by ) that such party has signed a counterpart of this Agreement.
(ii) A consent in substantially The Notes to the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor order of the Agent under Lenders to the security agreement dated August 21, 1996 made extent requested by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Uniroyal Security Agreement" and, together with the Crompton Security Agreement and each security agreement delivered any Lender pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreement2.16.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor Certified copies of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor resolutions of the Secured Parties (as amendedBoard of Directors of the Borrower approving this Agreement and the Notes, supplemented or otherwise modified from time and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to time in accordance with its terms, this Agreement and the "Parent Guaranty"), duly executed by Crompton Corp., consenting to the amendment and restatement contemplated by this AgreementNotes.
(iv) A consent in substantially the form of Exhibit E-2, by the Subsidiary Guarantors in favor certificate of the Secured Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor Secretary or an Assistant Secretary of the Secured Parties (together with each Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other guaranty documents to be delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment and restatement contemplated by this Agreementhereunder.
(v) A consent favorable opinion of Xxx X. Xxxxxxx, Esq., Senior Vice President and Chief Counsel of the Borrower, substantially in substantially the form of Exhibit D-3, by Uniroyal D hereto and each Uniroyal Guarantor under such other opinions or as to such other matters as the supplement to Agent or any Lender through the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this AgreementAgent may reasonably request.
(vi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.
(i) Each Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act to the extent requested by such Lender at least five Business Days prior to the Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Ca, Inc.)
Conditions Precedent to Effectiveness of Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement first date (the “Effective Date, which shall occur on such date on or prior to August 5, 1997, ”) on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined There shall have occurred no material adverse change in the Existing Credit Agreementoperations or condition (financial or otherwise) of the Company and all Canadian Lenders shall have consented to this Second Amended and Restated Credit Agreementits Subsidiaries, taken as a whole, since December 31, 2017.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f4.01(d) hereto (the "“Disclosed Litigation"”) or (ii) purports to affect the legality, validity or enforceability of this Agreement, Agreement or any Note, any other Loan Document, any Related Document Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f)4.01(d) hereto.
(c) All stock Nothing shall have come to the attention of the Borrowers (other than Crompton Corp.) and Lenders during the Borrowers' Subsidiariescourse of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the extent owned by the Borrowers management, records, books of account, contracts and their Subsidiaries, shall be owned by the Borrowers or one or more properties of the Borrowers' Subsidiaries, in each case free Company and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l)its Subsidiaries as they shall have requested.
(d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender PartiesLenders) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowerseffect, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties Lenders that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated therebyhereby.
(e) The Borrowers Company shall have notified the Agent in writing as to the proposed Effective Date.
(f) The Company shall have paid all reasonable accrued fees and expenses of the Agent and the Lender Parties Lenders (including the reasonable accrued fees and expenses of counsel to the Agent and local counsel to the Lender Partiesoutstanding principal of the advances, accrued interest thereon, accrued fees and all other amounts payable under the Existing Credit Agreement).
(fg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(h) The Agent shall have received on or before the Restatement Effective Date the following, each dated such day (unless otherwise specified)day, in form and substance satisfactory to the Agent and (unless otherwise specifiedexcept for the Revolving Credit Notes) and in sufficient copies for each Lender PartyLender:
(i) A consent in substantially the form of Exhibit D-1, by the Pledgors (as defined in the Crompton Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 The Revolving Credit Notes made by the Pledgors named therein in favor Company to the order of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Crompton Security Agreement"), duly executed by each Pledgor thereunder, consenting Lenders to the amendment and restatement contemplated extent requested by this Agreementany Lender pursuant to Section 2.17.
(ii) A consent in substantially the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor Certified copies of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor resolutions of the Agent Board of Directors (as amendedor equivalent body) of the Company approving this Agreement and the Notes to be delivered by it, supplemented or otherwise modified from time to time in accordance with and of its terms, the "Uniroyal Security Agreement" andby-laws and certificate of incorporation, together with the Crompton Security all amendments thereto, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and each security agreement delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreementsuch Notes.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor certificate of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor Secretary or an Assistant Secretary (or equivalent officer) of each of the Secured Parties (as amended, supplemented or otherwise modified from time Company certifying the names and true signatures of the officers of the Company authorized to time in accordance with its terms, sign this Agreement and the "Parent Guaranty"), duly executed Notes and the other documents to be delivered by Crompton Corp., consenting to the amendment and restatement contemplated by this Agreementit hereunder.
(iv) A consent favorable opinion of Xxxxx X. Xxxxxxxxxx, Assistant General Counsel for the Company, substantially in substantially the form of Exhibit E-2, by D hereto and as to such other matters as any Lender through the Subsidiary Guarantors in favor of the Secured Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor of the Secured Parties (together with each other guaranty delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment and restatement contemplated by this AgreementAgent may reasonably request.
(v) A consent in substantially the form of Exhibit D-3, by Uniroyal and each Uniroyal Guarantor under the supplement to the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this Agreement.
(vi) A favorable opinion of Shearman & SterlingXxxxx Day, counsel for the AgentBorrowers, in form and substance satisfactory to the Agent.
(i) The Agent shall have received on or before the Effective Date (i) a counterpart of this Agreement signed on behalf of each party hereto and (ii) a copy of a good standing certificate issued by the Secretary of State of the jurisdiction of the Borrower’s jurisdiction of incorporation.
(j) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including the PATRIOT Act, requested at least three Business Days prior to the Effective Date.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement first date (the “Effective Date, which shall occur on such date on or prior to August 5, 1997, ”) on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined There shall have occurred no material adverse change in the Existing Credit Agreementoperations or condition (financial or otherwise) of the Company and all Canadian Lenders shall have consented to this Second Amended and Restated Credit Agreementits Subsidiaries, taken as a whole, since December 31, 2013.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f4.01(d) hereto (the "“Disclosed Litigation"”) or (ii) purports to affect the legality, validity or enforceability of this Agreement, Agreement or any Note, any other Loan Document, any Related Document Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f)4.01(d) hereto.
(c) All stock Nothing shall have come to the attention of the Borrowers (other than Crompton Corp.) and Lenders during the Borrowers' Subsidiariescourse of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the extent owned by the Borrowers management, records, books of account, contracts and their Subsidiaries, shall be owned by the Borrowers or one or more properties of the Borrowers' Subsidiaries, in each case free Company and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l)its Subsidiaries as they shall have requested.
(d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender PartiesLenders) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowerseffect, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties Lenders that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated therebyhereby.
(e) The Borrowers Company shall have notified the Agent in writing as to the proposed Effective Date.
(f) The Company shall have paid all reasonable accrued fees and expenses of the Agent and the Lender Parties Lenders (including the reasonable accrued fees and expenses of counsel to the Agent and local counsel to accrued fees under the Lender PartiesExisting Credit Agreement).
(fg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(h) The Agent shall have received on or before the Restatement Effective Date the following, each dated such day (unless otherwise specified)day, in form and substance satisfactory to the Agent and (unless otherwise specifiedexcept for the Revolving Credit Notes) and in sufficient copies for each Lender PartyLender:
(i) A consent in substantially the form of Exhibit D-1, by the Pledgors (as defined in the Crompton Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 The Revolving Credit Notes made by the Pledgors named therein in favor Company to the order of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Crompton Security Agreement"), duly executed by each Pledgor thereunder, consenting Lenders to the amendment and restatement contemplated extent requested by this Agreementany Lender pursuant to Section 2.17.
(ii) A consent in substantially the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor Certified copies of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor resolutions of the Agent Board of Directors (as amendedor equivalent body) of the Company approving this Agreement and the Notes to be delivered by it, supplemented or otherwise modified from time to time in accordance with and of its terms, the "Uniroyal Security Agreement" andby-laws and certificate of incorporation, together with the Crompton Security all amendments thereto, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and each security agreement delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreementsuch Notes.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor certificate of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor Secretary or an Assistant Secretary (or equivalent officer) of each of the Secured Parties (as amended, supplemented or otherwise modified from time Company certifying the names and true signatures of the officers of the Company authorized to time in accordance with its terms, sign this Agreement and the "Parent Guaranty"), duly executed Notes and the other documents to be delivered by Crompton Corp., consenting to the amendment and restatement contemplated by this Agreementit hereunder.
(iv) A consent favorable opinion of Xxxxx X. Xxxxxxxxxx, Assistant General Counsel for the Company, substantially in substantially the form of Exhibit E-2, by D hereto and as to such other matters as any Lender through the Subsidiary Guarantors in favor of the Secured Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor of the Secured Parties (together with each other guaranty delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment and restatement contemplated by this AgreementAgent may reasonably request.
(v) A consent in substantially the form of Exhibit D-3, by Uniroyal and each Uniroyal Guarantor under the supplement to the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this Agreement.
(vi) A favorable opinion of Shearman & SterlingXxxxx Day, counsel for the AgentBorrowers, in form and substance satisfactory to the Agent.
(i) The Agent shall have received on or before the Effective Date (i) a counterpart of this Agreement signed on behalf of each party hereto and (ii) a copy of a good standing certificate issued by the Secretary of State of the jurisdiction of the Borrower’s jurisdiction of incorporation.
(j) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, requested at least three Business Days prior to the Effective Date.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement first date (the “Effective Date, which shall occur on such date on or prior to August 5, 1997, ”) on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined in the Existing Credit Agreement) and all Canadian Lenders There shall have consented to this Second Amended and Restated Credit Agreementoccurred no Material Adverse Change since January 31, 2013.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party against the Borrower or any of its Subsidiaries pending or or, to Borrower’s knowledge, threatened before any court, governmental agency or arbitrator that (i) would could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f) (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement, Agreement or any Note, any other Loan Document, any Related Document Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f).
(c) All stock of the Borrowers (other than Crompton Corp.) and the Borrowers' Subsidiaries, to the extent owned by the Borrowers and their Subsidiaries, shall be owned by the Borrowers or one or more of the Borrowers' Subsidiaries, in each case free and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l).
(d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender PartiesLenders) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowerseffect, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties Lenders that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated therebyhereby.
(ed) The Borrowers Borrower shall have paid all accrued fees and expenses of the Agent and the Lender Parties Lenders (including the accrued fees and expenses of counsel to the Agent and local counsel Agent) that have been invoiced to the Lender Parties)Borrower.
(fe) The On the Effective Date, the following statements shall be true and the Agent shall have received on or before for the Restatement Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for account of each Lender Partya certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) A consent The representations and warranties contained in substantially the form of Exhibit D-1, by the Pledgors (Section 4.01 are correct on and as defined in the Crompton Security Agreement) in favor of the Agent under the security agreement dated August 21Effective Date, 1996 made by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Crompton Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreement.and
(ii) A consent in substantially the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Uniroyal Security Agreement" and, together with the Crompton Security Agreement No event has occurred and each security agreement delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreementis continuing that constitutes a Default.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Parent Guaranty"), duly executed by Crompton Corp., consenting to the amendment and restatement contemplated by this Agreement.
(iv) A consent in substantially the form of Exhibit E-2, by the Subsidiary Guarantors in favor of the Secured Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor of the Secured Parties (together with each other guaranty delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment and restatement contemplated by this Agreement.
(v) A consent in substantially the form of Exhibit D-3, by Uniroyal and each Uniroyal Guarantor under the supplement to the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this Agreement.
(vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent.
Appears in 1 contract
Samples: Credit Agreement (Autodesk Inc)
Conditions Precedent to Effectiveness of Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement first date (the “Effective Date, which shall occur on such date on or prior to August 5, 1997, ”) on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined in the Existing Credit Agreement) and all Canadian Lenders There shall have consented to this Second Amended and Restated Credit Agreementoccurred no Material Adverse Change since January 31, 2021.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party against the Borrower or any of its Subsidiaries pending or or, to Borrower’s knowledge, threatened in writing before any court, governmental agency or arbitrator that (i) would could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f) (the "Disclosed Litigation") or (ii) purports could reasonably be expected to adversely affect the legality, validity or enforceability of this Agreement, any Note, any other the Loan Document, any Related Document or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f)Documents.
(c) All stock of the Borrowers (other than Crompton Corp.) and the Borrowers' Subsidiaries, to the extent owned by the Borrowers and their Subsidiaries, shall be owned by the Borrowers or one or more of the Borrowers' Subsidiaries, in each case free and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l).
(d) All material governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender PartiesLenders) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowerseffect, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties Agent that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated therebyhereby.
(ed) The Borrowers Borrower shall have paid all accrued fees and expenses of the Agent and the Lender Parties Lenders required to be paid or reimbursed by the Borrower (including the accrued reasonable and documented fees and expenses of counsel to the Agent and local counsel Agent) that have been invoiced to the Lender Parties)Borrower prior to the Effective Date.
(e) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(f) The Agent shall have received on or before the Restatement Effective Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender PartyAgent:
(i) A consent in substantially The Notes, each dated the form of Exhibit D-1Effective Date, by the Pledgors (as defined in the Crompton Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Crompton Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated extent requested by this Agreementany Lender prior to the Effective Date pursuant to Section 2.15.
(ii) A consent in substantially the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor Certified copies of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor resolutions of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, Board of Directors of the "Uniroyal Security Agreement" and, together with the Crompton Security Borrower approving this Agreement and each security agreement delivered pursuant to Section 5.01(kthe Notes (if any), in each case as amendedand of all documents evidencing other necessary corporate action and governmental approvals, supplemented or otherwise modified from time if any, with respect to time in accordance with its terms, this Agreement and the "Security Agreement"Notes (if any), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreement.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor certificate of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor Secretary or an Assistant Secretary of the Secured Parties Borrower, dated as of the Effective Date, certifying the names and true signatures of officers of the Borrower authorized to sign this Agreement and the Notes (as amended, supplemented or otherwise modified from time if any) and the other documents to time in accordance with its terms, the "Parent Guaranty"), duly executed by Crompton Corp., consenting to the amendment and restatement contemplated by this Agreementbe delivered hereunder.
(iv) A consent favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Borrower, dated the Effective Date and in substantially the customary form of Exhibit E-2, by the Subsidiary Guarantors in favor of the Secured Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor of the Secured Parties (together with each other guaranty delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment and restatement contemplated by this Agreementsubstance.
(v) A consent in substantially the form of Exhibit D-3, by Uniroyal and each Uniroyal Guarantor under the supplement to the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this Agreement.
(vi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, dated the Effective Date and in form and substance satisfactory to the Agent.
Appears in 1 contract
Samples: Credit Agreement (Autodesk, Inc.)
Conditions Precedent to Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement Date, which shall occur on such date on or prior to August 5December 19, 19971996, on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders Assignment Agreement shall be in full force and effect and shall not have been terminated and, pursuant thereto, the Commitments and Advances (as defined in the Existing Credit Agreement) of each Existing Working Capital B-2 Lender shall have been sold and all Canadian assigned to the Working Capital B-2 Lenders and Working Capital B-3 Lenders hereunder on the terms and in the amounts set forth in the Assignment Agreement.
(b) All Existing Lenders shall have consented to this Second Amended and Restated Credit Agreement.
(bc) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f) (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f).
(cd) All stock of the Borrowers (other than Crompton Corp.) and the Borrowers' Subsidiaries, to the extent owned by the Borrowers and their Subsidiaries, shall be owned by the Borrowers or one or more of the Borrowers' Subsidiaries, in each case free and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l).
(de) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender Parties) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowers, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated thereby.
(ef) The Borrowers shall have paid all accrued fees and expenses of the Agent and the Lender Parties (including the accrued fees and expenses of counsel to the Agent and local counsel to the Lender Parties).
(fg) The Agent shall have received on or before the Restatement Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender Party:
(i) A consent in substantially the form of Exhibit D-1, by the Pledgors (as defined in the Crompton Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Crompton Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreement.
(ii) A consent in substantially the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Uniroyal Security Agreement" and, together with the Crompton Security Agreement and each security agreement delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreement.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Parent Guaranty"), duly executed by Crompton Corp., consenting to the amendment and restatement contemplated by this Agreement.
(iv) A consent in substantially the form of Exhibit E-2, by the Subsidiary Guarantors in favor of the Secured Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor of the Secured Parties (together with each other guaranty delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment and restatement contemplated by this Agreement.
(v) A consent in substantially the form of Exhibit D-3, by Uniroyal and each Uniroyal Guarantor under the supplement to the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this Agreement.
(vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement first date (the “Effective Date, which shall occur on such date on or prior to August 5, 1997, ”) on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined in the Existing Credit Agreement) and all Canadian Lenders There shall have consented occurred no Material Adverse Change since March 31, 2017, except as disclosed in public filings made with the Securities and Exchange Commission prior to this Second Amended and Restated Credit AgreementApril 17, 2018 or delivered to the Lenders prior to the date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be is reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f) in public filings made with the Securities and Exchange Commission prior to April 17, 2018 or delivered to the Lenders prior to the date hereof (the "“Disclosed Litigation"”) or (ii) purports to affect the legality, validity or enforceability of this Agreement, Agreement or any Note, any other Loan Document, any Related Document Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f)in public filings with the Securities and Exchange Commission prior to April 17, 2018 or delivered to the Lenders prior to the date hereof.
(c) All stock Nothing shall have come to the attention of the Borrowers (other than Crompton Corp.) and Lenders during the Borrowers' Subsidiaries, course of their due diligence investigation to lead them to believe that the information provided to the extent owned by Lenders prior to the Borrowers and their SubsidiariesEffective Date was or has become misleading, shall be owned by incorrect or incomplete in any material respect; without limiting the Borrowers or one or more generality of the Borrowers' Subsidiariesforegoing, in each case free the Lenders shall have been given such access to the management, records, books of account, contracts and clear of any lien, charge or encumbrance other than in favor properties of the Lender Parties or other than liens to be released pursuant to Section 5.01(l)Borrower and its Subsidiaries as they shall have reasonably requested.
(d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender PartiesLenders) and shall remain be in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowerseffect, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties Lenders that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated therebyhereby.
(e) The Borrowers Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(f) The Borrower shall have paid all accrued fees and reasonable expenses of the Agent and the Lender Parties Lenders (including the accrued reasonable fees and expenses of counsel to the Agent and local counsel Agent) to the Lender Parties)extent, in the case of arrangement fees, invoiced on or before the Effective Date and, in the case of all other fees and expenses, invoiced at least two Business Days before the Effective Date.
(fg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and CA, Inc. Credit Agreement
(ii) No event has occurred and is continuing that constitutes a Default.
(h) The Agent shall have received on or before the Restatement Effective Date the following, each dated such day (unless otherwise specified)day, in form and substance satisfactory to the Agent and (unless otherwise specifiedexcept for the Notes) and in sufficient copies for each Lender PartyLender:
(i) A consent in substantially the form From each party hereto either (A) a counterpart of Exhibit D-1, by the Pledgors this Agreement signed on behalf of such party or (as defined in the Crompton Security AgreementB) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of written evidence satisfactory to the Agent (as amended, supplemented which may include facsimile or otherwise modified from time to time in accordance with its terms, the "Crompton Security other electronic transmission of a signed signature page of this Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by ) that such party has signed a counterpart of this Agreement.
(ii) A consent in substantially The Notes to the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor order of the Agent under Lenders to the security agreement dated August 21, 1996 made extent requested by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Uniroyal Security Agreement" and, together with the Crompton Security Agreement and each security agreement delivered any Lender pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreement2.16.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor Certified copies of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor resolutions of the Secured Parties (as amendedBoard of Directors of the Borrower approving this Agreement and the Notes, supplemented or otherwise modified from time and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to time in accordance with its terms, this Agreement and the "Parent Guaranty"), duly executed by Crompton Corp., consenting to the amendment and restatement contemplated by this AgreementNotes.
(iv) A consent in substantially the form of Exhibit E-2, by the Subsidiary Guarantors in favor certificate of the Secured Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor Secretary or an Assistant Secretary of the Secured Parties (together with each Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other guaranty documents to be delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment and restatement contemplated by this Agreementhereunder.
(v) A consent favorable opinion of Xxxxxxx Xxxxx, Senior Vice President Corporate Law & Assistant Corporate Secretary of the Borrower, substantially in substantially the form of Exhibit D-3, by Uniroyal D hereto and each Uniroyal Guarantor under such other opinions or as to such other matters as the supplement to Agent or any Lender through the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this AgreementAgent may reasonably request.
(vii) A favorable opinion of Shearman & SterlingEach Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, counsel for including without limitation the Agent, in form and substance satisfactory Patriot Act to the Agentextent requested by such Lender at least five Business Days prior to the Effective Date.
Appears in 1 contract
Samples: Term Loan Agreement (Ca, Inc.)
Conditions Precedent to Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Predecessor Credit Agreement pursuant hereto shall become effective on and as of the Restatement Effective Date, which shall occur on such date on or prior to August 5November 17, 19971999, on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined in the Existing Predecessor Credit Agreement) and all Canadian Lenders shall have consented to this Second Amended and Restated Credit Agreement.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f) (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f).
(c) All stock of the Borrowers (other than Crompton Corp.) and the Borrowers' Subsidiaries, to the extent owned by the Borrowers and their Subsidiaries, shall be owned by the Borrowers or one or more of the Borrowers' Subsidiaries, in each case free and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l).
(d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with the Loan Documents and the transactions contemplated thereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender Parties) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowerseffect, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; authority and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated therebyDocuments.
(ec) The Borrowers Borrower shall have paid all accrued and invoiced fees and expenses of the Agent and the Lender Parties (including the accrued and invoiced fees and expenses of counsel to the Agent and local counsel to the Lender PartiesAgent).
(fd) The Agent shall have received on or before the Restatement Effective Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender Party:
(i) A consent in substantially the form of Exhibit D-1F, by the Pledgors (as defined in the Crompton Security Agreement) Group in favor of the Agent Lender Parties under the security agreement guaranty dated August 2112, 1996 1997 made by the Pledgors named therein Group in favor of the Agent Lender Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Crompton Security AgreementGroup Guaranty"), duly executed by each Pledgor thereunderGroup, consenting to the amendment and restatement contemplated by this Agreement.
(ii) A consent in substantially the form of Exhibit D-2G, by the Pledgors Guarantors (as defined in the Uniroyal Security Agreementother than Group) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Uniroyal Security Agreement" and, together with the Crompton Security Agreement and each security agreement delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreement.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Parent Guaranty"), duly executed by Crompton Corp., consenting to the amendment and restatement contemplated by this Agreement.
(iv) A consent in substantially the form of Exhibit E-2, by the Subsidiary Guarantors in favor of the Secured Lender Parties under the subsidiary guaranty dated August 2112, 1996 1997 made by the Subsidiary Guarantors (other than Group) in favor of the Secured Lender Parties (together with each other guaranty delivered pursuant to Section 5.01(kSection
5.01 (k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary such Guarantor, consenting to the amendment and restatement contemplated by this Agreement.
(viii) A consent in substantially To the form extent that any such information is changed from that previously delivered under the Predecessor Credit Agreement, a certificate of Exhibit D-3, by Uniroyal the Secretary or an Assistant Secretary of the Borrower and each Uniroyal Guarantor under other Loan Party certifying the supplement names and true signatures of the officers of the Borrower and such other Loan Party authorized to the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21sign this Agreement, 1996 made by Uniroyal each other Loan Document to which they are or are to be parties and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time other documents to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal be delivered hereunder and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this Agreementthereunder.
(viiv) A favorable opinion certificate signed by a duly authorized officer of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory Borrower dated the Effective Date certifying as to the Agenttruth of the representations and warranties contained in the Loan Documents as though made on and as of such date and the absence of any event occurring and continuing on the Effective Date that constitutes a Default.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement first date (the “Effective Date, which shall occur on such date on or prior to August 5, 1997, ”) on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined There shall have occurred no material adverse change in the Existing Credit Agreementoperations or condition (financial or otherwise) of the Company and all Canadian Lenders shall have consented to this Second Amended and Restated Credit Agreementits Subsidiaries, taken as a whole, since December 31, 2022.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f4.01(d) hereto (the "“Disclosed Litigation"”) or (ii) purports to affect the legality, validity or enforceability of this Agreement, Agreement or any Note, any other Loan Document, any Related Document Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f)4.01(d) hereto.
(c) All stock of the Borrowers (other than Crompton Corp.) and the Borrowers' Subsidiaries, to the extent owned by the Borrowers and their Subsidiaries, shall be owned by the Borrowers or one or more of the Borrowers' Subsidiaries, in each case free and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l)[Reserved].
(d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender PartiesLenders) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowerseffect, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties Lenders that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated therebyhereby.
(e) The Borrowers Company shall have notified the Agent in writing as to the proposed Effective Date.
(f) The Company shall have paid all reasonable and documented out-of-pocket accrued fees and expenses of the Agent and the Lender Parties Lenders (including the reasonable and documented accrued fees and expenses of external counsel to the Agent and the outstanding principal of the advances, accrued interest thereon, accrued fees and all other amounts payable under the Existing Credit Agreement); provided, however, that the expenses of legal counsel shall be limited to one law firm identified by the Agent (and if necessary, one local counsel to identified by the Lender PartiesAgent in any relevant material jurisdiction).
(fg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date in all material respects (or, with respect to representations and warranties that contain a materiality qualification, are correct in all respects) as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(h) The Agent shall have received on or before the Restatement Effective Date the following, each dated such day (unless otherwise specified)day, in form and substance reasonably satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender PartyAgent:
(i) A consent in substantially the form of Exhibit D-1, by the Pledgors (as defined in the Crompton Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 The Notes made by the Pledgors named therein in favor Company to the order of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Crompton Security Agreement"), duly executed by each Pledgor thereunder, consenting Lenders to the amendment and restatement contemplated extent requested by this Agreementany Lender pursuant to Section 2.17.
(ii) A consent in substantially the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor Certified copies of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor resolutions of the Agent Board of Directors (as amendedor equivalent body) of the Company approving this Agreement and the Notes to be delivered by it, supplemented or otherwise modified from time to time in accordance with and of its terms, the "Uniroyal Security Agreement" andby-laws and certificate of incorporation, together with the Crompton Security all amendments thereto, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and each security agreement delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreementsuch Notes.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor certificate of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor Secretary or an Assistant Secretary (or equivalent officer) of the Secured Parties (as amended, supplemented or otherwise modified from time Company certifying the names and true signatures of the officers of the Company authorized to time in accordance with its terms, sign this Agreement and the "Parent Guaranty"), duly executed Notes and the other documents to be delivered by Crompton Corp., consenting to the amendment and restatement contemplated by this Agreementit hereunder.
(iv) A consent in substantially the form of Exhibit E-2, by the Subsidiary Guarantors in favor of the Secured Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor of the Secured Parties (together with each other guaranty delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment and restatement contemplated by this Agreement.
(v) A consent in substantially the form of Exhibit D-3, by Uniroyal and each Uniroyal Guarantor under the supplement to the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this Agreement.
(vi) A favorable opinion of Shearman & SterlingXxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the AgentBorrowers, in form and substance reasonably satisfactory to the Agent.
(i) The Agent shall have received on or before the Effective Date (i) a counterpart of this Agreement signed on behalf of each party hereto and (ii) a copy of a good standing certificate issued by the Secretary of State of the jurisdiction of the Borrower’s jurisdiction of incorporation.
(j) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including the PATRIOT Act, requested at least three Business Days prior to the Effective Date.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement first date (the “Effective Date, which shall occur on such date on or prior to August 5, 1997, ”) on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined There shall have occurred no material adverse change in the Existing Credit Agreementoperations or condition (financial or otherwise) of the Company and all Canadian Lenders shall have consented to this Second Amended and Restated Credit Agreementits Subsidiaries, taken as a whole, since December 31, 2020.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f4.01(d) hereto (the "“Disclosed Litigation"”) or (ii) purports to affect the legality, validity or enforceability of this Agreement, Agreement or any Note, any other Loan Document, any Related Document Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f)4.01(d) hereto.
(c) All stock of the Borrowers (other than Crompton Corp.) and the Borrowers' Subsidiaries, to the extent owned by the Borrowers and their Subsidiaries, shall be owned by the Borrowers or one or more of the Borrowers' Subsidiaries, in each case free and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l)[Reserved].
(d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender PartiesLenders) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowerseffect, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties Lenders that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated therebyhereby.
(e) The Borrowers Company shall have notified the Agent in writing as to the proposed Effective Date.
(f) The Company shall have paid all reasonable and documented out-of-pocket accrued fees and expenses of the Agent and the Lender Parties Lenders (including the reasonable and documented accrued fees and expenses of external counsel to the Agent and the outstanding principal of the advances, accrued interest thereon, accrued fees and all other amounts payable under the Existing Credit Agreement); provided, however, that the expenses of legal counsel shall be limited to one law firm identified by the Agent (and if necessary, one local counsel to identified by the Lender PartiesAgent in any relevant material jurisdiction).
(fg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date in all material respects (or, with respect to representations and warranties that contain a materiality qualification, are correct in all respects) as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(h) The Agent shall have received on or before the Restatement Effective Date the following, each dated such day (unless otherwise specified)day, in form and substance reasonably satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender PartyAgent:
(i) A consent in substantially the form of Exhibit D-1, by the Pledgors (as defined in the Crompton Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 The Notes made by the Pledgors named therein in favor Company to the order of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Crompton Security Agreement"), duly executed by each Pledgor thereunder, consenting Lenders to the amendment and restatement contemplated extent requested by this Agreementany Lender pursuant to Section 2.17.
(ii) A consent in substantially the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor Certified copies of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor resolutions of the Agent Board of Directors (as amendedor equivalent body) of the Company approving this Agreement and the Notes to be delivered by it, supplemented or otherwise modified from time to time in accordance with and of its terms, the "Uniroyal Security Agreement" andby-laws and certificate of incorporation, together with the Crompton Security all amendments thereto, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and each security agreement delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreementsuch Notes.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor certificate of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor Secretary or an Assistant Secretary (or equivalent officer) of the Secured Parties (as amended, supplemented or otherwise modified from time Company certifying the names and true signatures of the officers of the Company authorized to time in accordance with its terms, sign this Agreement and the "Parent Guaranty"), duly executed Notes and the other documents to be delivered by Crompton Corp., consenting to the amendment and restatement contemplated by this Agreementit hereunder.
(iv) A consent in substantially the form of Exhibit E-2, by the Subsidiary Guarantors in favor of the Secured Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor of the Secured Parties (together with each other guaranty delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment and restatement contemplated by this Agreement.
(v) A consent in substantially the form of Exhibit D-3, by Uniroyal and each Uniroyal Guarantor under the supplement to the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this Agreement.
(vi) A favorable opinion of Shearman & SterlingXxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the AgentBorrowers, in form and substance reasonably satisfactory to the Agent.
(i) The Agent shall have received on or before the Effective Date (i) a counterpart of this Agreement signed on behalf of each party hereto and (ii) a copy of a good standing certificate issued by the Secretary of State of the jurisdiction of the Borrower’s jurisdiction of incorporation.
(j) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including the PATRIOT Act, requested at least three Business Days prior to the Effective Date.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement Effective Date, which shall occur on such date on or prior to August 5March 31, 19971998, on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined in the Existing Credit Agreement) and all Canadian Lenders shall have consented to this Second Third Amended and Restated Credit Agreement.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f3.01(b) (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f3.01(b).
(c) All stock of the Borrowers (other than Crompton Corp.) and the Borrowers' Subsidiaries, to the extent owned by the Borrowers and their Subsidiaries, shall be owned by the Borrowers or one or more of the Borrowers' Subsidiaries, in each case free and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l)encumbrance.
(d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender Parties) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowers, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Effective Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated thereby.
(e) The Borrowers shall have paid all accrued fees and expenses of the Agent and the Lender Parties (including the accrued fees and expenses of counsel to the Agent and local counsel to the Lender Parties).
(f) The Agent shall have received on or before the Restatement Effective Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender Party:
(i) Certified copies of the resolutions (or analogous authorizations) of the Board of Directors (or other authorized legal representatives) of each Borrower and each other Loan Party approving this Agreement, any Notes and each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement, any Notes and each other Loan Document.
(ii) To the extent that any such information is changed from that previously delivered under the Existing Credit Agreement, a copy of a certificate of the applicable regulatory authority of the jurisdiction of its incorporation, dated on or before the Effective Date listing the charter of each Borrower and each other Loan Party and each amendment thereto on file in his office and certifying that such amendments are the only amendments to such Borrower's or such Loan Party's charter on file in his office.
(iii) A certificate of each Borrower and each other Loan Party, signed on behalf of such Borrower or such other Loan Party, as the case may be, by its President or a Vice President and its Secretary or any Assistant Secretary or an authorized legal representative of such Borrower or such other Loan Party, as the case may be, dated on or before the Effective Date (the statements made in which certificate shall be true on and as of such date), certifying as to (A) the absence of any amendments to the charter of such Borrower or such other Loan Party since the date of the certificate referred to in Section 3.01(f)(ii) or any similar certificate previously delivered under the Existing Credit Agreement, (B) to the extent changed from such documents previously delivered under the Existing Credit Agreement, a true and correct copy of the bylaws (or analogous organizational documents) of such Borrower or such other Loan Party as in effect on such date, (C) to the extent applicable in such jurisdiction, the due incorporation and good standing of such Borrower or such other Loan Party organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Borrower or such other Loan Party, and the payment of all franchise taxes by such Borrower or such Loan Party, as the case may be, (D) the truth of the representations and warranties made by such Borrower or such other Loan Party contained in the Loan Documents as though made on and as of such date and (E) the absence of any event occurring and continuing on the Effective Date that constitutes a Default.
(iv) To the extent that any such information is changed from that previously delivered under the Existing Credit Agreement, a certificate of the Secretary or an Assistant Secretary or an authorized legal representative of each Borrower and each other Loan Party certifying the names and true signatures of the officers of such Borrower or such other Loan Party authorized to sign this Agreement, any Notes and each other Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder.
(v) A consent in substantially the form of Exhibit D-1, by the Pledgors (as defined in the Crompton Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Crompton Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreement.
(ii) A consent in substantially the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Uniroyal Security Agreement" and, together with the Crompton Security Agreement and each security agreement delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreement.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor of the Secured Guarantied Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor of the Secured Guarantied Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Parent Guaranty"), duly executed by Crompton Corp., consenting to the amendment and restatement contemplated by this Agreement.
(ivvi) A consent in substantially the form of Exhibit E-2D-2, by the Subsidiary Guarantors in favor of the Secured Guarantied Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor of the Secured Guarantied Parties (together with each other guaranty delivered pursuant to Section 5.01(k5.01(i), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment and restatement contemplated by this Agreement.
(vvii) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements of Crompton Corp. and its Subsidiaries dated December 28, 1997, interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available, and forecasts prepared by management of the Borrowers, in form and substance satisfactory to the Lender Parties, on a Consolidated basis of balance sheets, income statements and cash flow statements for the first year following January 1, 1998 and on an annual basis for each year thereafter until the Termination Date.
(viii) A consent letter, in form and substance satisfactory to the Agent, from Crompton Corp. to KPMG Peat Marwick LLP, its independent certified public accountants, advising such accountants that the Agent and the Lender Parties have been authorized to exercise all rights of the Borrowers to require such accountants to disclose any and all financial statements and any other information of any kind that they may have with respect to the Borrowers and their respective Subsidiaries and directing such accountants to comply with any reasonable request of the Agent or any Lender Party for such information; provided that all requests for such information shall be provided through Crompton Corp.
(ix) A favorable opinion of Wachtell, Lipton, Rxxxx & Kxxx, special counsel for the Borrowers, in substantially the form of Exhibit D-3, by Uniroyal E-1 hereto and each Uniroyal Guarantor under as to such other matters as any Lender Party through the supplement to the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this AgreementAgent may reasonably request.
(vix) A favorable opinion of Jxxx X. Xxxxxxxx, XX, Esq., General Counsel and Corporate Secretary of Crompton Corp. and its Subsidiaries, in substantially the form of Exhibit E-2 hereto and as to such other matters as any Lender Party through the Agent may reasonably request.
(xi) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment and Restatement. The effectiveness of this amendment and restatement of the Existing Original Credit Agreement pursuant hereto shall become effective on and as of the Restatement Date, which shall occur on such date on or prior terms set forth herein is subject to August 5, 1997, on which each of the following conditions precedent shall have been satisfiedthat on the date hereof:
(a) The Required Lenders (as defined in Each of the Existing Credit Agreement) Administrative Agent, the XX Xxxxx and all Canadian Lenders the Banks shall have consented received payment of all fees then due and payable to this Second Amended the Administrative Agent, each LC Bank and Restated Credit Agreementthe Banks, respectively, subject to the Parent receiving, to its satisfaction, an invoice of such amounts prior to the date hereof.
(b) There The representations and warranties of each Borrower contained in Section 4.01 shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f) (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated hereby, true and there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f)correct.
(c) All stock of the Borrowers (other than Crompton Corp.) and the Borrowers' Subsidiaries, to the extent owned by the Borrowers and their Subsidiaries, shall be owned by the Borrowers or one or more of the Borrowers' Subsidiaries, in each case free and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l).
(d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender Parties) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowers, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated thereby.
(e) The Borrowers shall have paid all accrued fees and expenses of the Agent and the Lender Parties (including the accrued fees and expenses of counsel to the Agent and local counsel to the Lender Parties).
(f) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such day (unless otherwise specified)the date hereof, in form and substance satisfactory to the Administrative Agent and (unless otherwise specifiedexcept for the promissory notes referred to in (i) and below) in sufficient copies for each Lender PartyBank:
(i) A consent in substantially the form Promissory notes of Exhibit D-1, by the Pledgors (as defined in the Crompton Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Crompton Security Agreement"), duly executed by each Pledgor thereunder, consenting Borrower payable to the amendment and restatement contemplated by this Agreementorder of each Bank requesting such a note in a form acceptable to the Administrative Agent.
(ii) A consent in substantially the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor Certified copies of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor resolutions of the Agent (as amendedBoard of Directors of each Borrower approving this Agreement and the other Loan Documents to which such Borrower is a party, supplemented or otherwise modified from time and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to time in accordance with its terms, the "Uniroyal Security Agreement" andthis Agreement and such other Loan Documents, together with certified copies of the Crompton Security Agreement certificate of incorporation and bylaws (or equivalent documents) of each security agreement delivered pursuant to Section 5.01(k)Borrower, in and a certificate from the secretary of state of organization of each case as amended, supplemented Borrower (or otherwise modified from time to time in accordance with its terms, other appropriate authority of such jurisdiction) evidencing the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreementlegal existence of such Borrower.
(iii) A consent certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the other Loan Documents to which such Borrower is a party and the other documents to be delivered hereunder and attesting to the accuracy of the representations and warranties of such Borrower set forth in Section 4.01.
(A) A favorable opinion of Xxxxxx and Xxxx LLP, counsel for the Borrowers, substantially in the form of Exhibit E-1D-1 hereto and as to such other matters as any Bank or LC Bank through the Administrative Agent may reasonably request and (B) a favorable opinion of Xxxxx Xxxxxxx LLP, by Crompton Corp. counsel for Berkshire Gas, substantially in favor of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Parent Guaranty"), duly executed by Crompton Corp., consenting to the amendment and restatement contemplated by this Agreement.
(iv) A consent in substantially the form of Exhibit E-2, by D-2 hereto with respect to certain regulatory matters under the Subsidiary Guarantors in favor laws of the Secured Parties under Commonwealth of Massachusetts and as to such other matters as any Bank or LC Bank through the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor of the Secured Parties (together with each other guaranty delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment and restatement contemplated by this AgreementAdministrative Agent may reasonably request.
(v) A consent favorable opinion of King & Spalding LLP, counsel for the Administrative Agent, substantially in substantially the form of Exhibit D-3, by Uniroyal and each Uniroyal Guarantor under the supplement to the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this AgreementE hereto.
(vi) A favorable opinion of Shearman & Sterling, counsel Such information as shall be sufficient for the AgentAdministrative Agent and each Bank to verify the identity of each Borrower for purposes of complying with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, in form and substance satisfactory to 2001), as contemplated by Section 8.10 hereof.
(vii) Such other information or documentation as the AgentAdministrative Agent reasonably requests for any Borrower.
Appears in 1 contract
Samples: Credit Agreement (Uil Holdings Corp)
Conditions Precedent to Effectiveness of Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement first date (the “Effective Date, which shall occur on such date on or prior to August 5, 1997, ”) on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined in the Existing Credit Agreement) and all Canadian Lenders There shall have consented occurred no Material Adverse Change since March 31, 2017, except as disclosed in public filings made with the Securities and Exchange Commission prior to this Second Amended and Restated Credit AgreementMay 13, 2017 or delivered to the Lenders prior to the date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be is reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f) in public filings made with the Securities and Exchange Commission prior to May 13, 2017 or delivered to the Lenders prior to the date hereof (the "“Disclosed Litigation"”) or (ii) purports to affect the legality, validity or enforceability of this Agreement, Agreement or any Note, any other Loan Document, any Related Document Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f)in public filings with the Securities and Exchange Commission prior to May 13, 2017 or delivered to the Lenders prior to the date hereof.
(c) All stock Nothing shall have come to the attention of the Borrowers (other than Crompton Corp.) and Lenders during the Borrowers' Subsidiaries, course of their due diligence investigation to lead them to believe that the information provided to the extent owned by Lenders prior to the Borrowers and their SubsidiariesEffective Date was or has become misleading, shall be owned by incorrect or incomplete in any material respect; without limiting the Borrowers or one or more generality of the Borrowers' Subsidiariesforegoing, in each case free the Lenders shall have been given such access to the management, records, books of account, contracts and clear of any lien, charge or encumbrance other than in favor properties of the Lender Parties or other than liens to be released pursuant to Section 5.01(l)Borrower and its Subsidiaries as they shall have reasonably requested.
(d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender PartiesLenders) and shall remain be in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowerseffect, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties Lenders that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated therebyhereby.
(e) The Borrowers Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(f) The Borrower shall have paid all accrued fees and reasonable expenses of the Agent and the Lender Parties Lenders (including the accrued reasonable fees and expenses of counsel to the Agent and local counsel Agent) to the Lender Parties)extent, in the case of up-front and arrangement fees, invoiced on or before the Effective Date and, in the case of all other fees and expenses, invoiced at least two Business Days before the Effective Date.
(fg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(h) The Agent shall have received on or before the Restatement Effective Date the following, each dated such day (unless otherwise specified)day, in form and substance satisfactory to the Agent and (unless otherwise specifiedexcept for the Notes) and in sufficient copies for each Lender PartyLender:
(i) A consent in substantially the form From each party hereto either (A) a counterpart of Exhibit D-1, by the Pledgors this Agreement signed on behalf of such party or (as defined in the Crompton Security AgreementB) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of written evidence satisfactory to the Agent (as amended, supplemented which may include facsimile or otherwise modified from time to time in accordance with its terms, the "Crompton Security other electronic transmission of a signed signature page of this Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by ) that such party has signed a counterpart of this Agreement.
(ii) A consent in substantially The Notes to the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor order of the Agent under Lenders to the security agreement dated August 21, 1996 made extent requested by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Uniroyal Security Agreement" and, together with the Crompton Security Agreement and each security agreement delivered any Lender pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreement2.16.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor Certified copies of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor resolutions of the Secured Parties (as amendedBoard of Directors of the Borrower approving this Agreement and the Notes, supplemented or otherwise modified from time and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to time in accordance with its terms, this Agreement and the "Parent Guaranty"), duly executed by Crompton Corp., consenting to the amendment and restatement contemplated by this AgreementNotes.
(iv) A consent in substantially the form of Exhibit E-2, by the Subsidiary Guarantors in favor certificate of the Secured Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor Secretary or an Assistant Secretary of the Secured Parties (together with each Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other guaranty documents to be delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment and restatement contemplated by this Agreementhereunder.
(v) A consent favorable opinion of Xxxxxxx Xxxxx, Senior Vice President, Corporate Law & Assistant Corporate Secretary of the Borrower, substantially in substantially the form of Exhibit D-3, by Uniroyal D hereto and each Uniroyal Guarantor under such other opinions or as to such other matters as the supplement to Agent or any Lender through the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this AgreementAgent may reasonably request.
(vi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.
(i) Each Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act to the extent requested by such Lender at least five Business Days prior to the Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Ca, Inc.)
Conditions Precedent to Effectiveness of Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement first date (the “Effective Date, which shall occur on such date on or prior to August 5, 1997, ”) on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined in the Existing Credit Agreement) and all Canadian Lenders There shall have consented to this Second Amended and Restated Credit Agreementoccurred no Material Adverse Change since January 31, 2015.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party against the Borrower or any of its Subsidiaries pending or or, to Borrower’s knowledge, threatened in writing before any court, governmental agency or arbitrator that (i) would could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f) (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement, Agreement or any Note, any other Loan Document, any Related Document Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f).
(c) All stock of the Borrowers (other than Crompton Corp.) and the Borrowers' Subsidiaries, to the extent owned by the Borrowers and their Subsidiaries, shall be owned by the Borrowers or one or more of the Borrowers' Subsidiaries, in each case free and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l).
(d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender PartiesLenders) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowerseffect, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties Lenders that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated therebyhereby.
(ed) The Borrowers Borrower shall have paid all accrued fees and expenses of the Agent and the Lender Parties Lenders (including the accrued fees and expenses of counsel to the Agent and local counsel Agent) that have been invoiced to the Borrower.
(e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender Parties)a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(f) The Agent shall have received on or before the Restatement Effective Date the following, each dated such day (unless otherwise specified)day, in form and substance satisfactory to the Agent and (unless otherwise specifiedexcept for the Notes) and in sufficient copies for each Lender PartyLender:
(i) A consent in substantially The Notes to the form of Exhibit D-1, by the Pledgors (as defined in the Crompton Security Agreement) in favor order of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Crompton Security Agreement"), duly executed by each Pledgor thereunder, consenting Lenders to the amendment and restatement contemplated extent requested by this Agreementany Lender pursuant to Section 2.15.
(ii) A consent in substantially the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor Certified copies of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor resolutions of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, Board of Directors of the "Uniroyal Security Agreement" and, together with the Crompton Security Borrower approving this Agreement and each security agreement delivered pursuant the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, this Agreement and the "Security Agreement"), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this AgreementNotes.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor certificate of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor Secretary or an Assistant Secretary of the Secured Parties (as amended, supplemented or otherwise modified from time Borrower certifying the names and true signatures of the officers of the Borrower authorized to time in accordance with its terms, sign this Agreement and the "Parent Guaranty"), duly executed by Crompton Corp., consenting Notes and the other documents to the amendment and restatement contemplated by this Agreementbe delivered hereunder.
(iv) A consent in substantially favorable opinion of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, P.C., counsel for the form of Exhibit E-2, by the Subsidiary Guarantors in favor of the Secured Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor of the Secured Parties (together with each other guaranty delivered pursuant to Section 5.01(k)Borrower, in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting form and substance satisfactory to the amendment Agent and restatement contemplated by this Agreementas to such other matters as any Lender through the Agent may reasonably request.
(v) A consent in substantially the form of Exhibit D-3, by Uniroyal and each Uniroyal Guarantor under the supplement to the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this Agreement.
(vi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.
Appears in 1 contract
Samples: Credit Agreement (Autodesk Inc)
Conditions Precedent to Effectiveness of Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement first date (the “Effective Date, which shall occur on such date on or prior to August 5, 1997, ”) on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined in the Existing Credit Agreement) and all Canadian Lenders There shall have consented to this Second Amended and Restated Credit Agreementoccurred no Material Adverse Change since January 31, 2018.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party against the Borrower or any of its Subsidiaries pending or or, to Borrower’s knowledge, threatened in writing before any court, governmental agency or arbitrator that (i) would could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(f) (the "Disclosed Litigation") or (ii) purports could reasonably be expected to adversely affect the legality, validity or enforceability of this Agreement, any Note, any other the Loan Document, any Related Document or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f)Documents.
(c) All stock of the Borrowers (other than Crompton Corp.) and the Borrowers' Subsidiaries, to the extent owned by the Borrowers and their Subsidiaries, shall be owned by the Borrowers or one or more of the Borrowers' Subsidiaries, in each case free and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l).
(d) All material governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender PartiesLenders) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowerseffect, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose the Agent or the Lender Parties to personal liability; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties Agent that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the transactions contemplated therebyhereby.
(ed) The Borrowers Borrower shall have paid all accrued fees and expenses of the Agent and the Lender Parties Lenders required to be paid or reimbursed by the Borrower (including the accrued reasonable and documented fees and expenses of counsel to the Agent and local counsel Agent) that have been invoiced to the Borrower prior to the Effective Date.
(e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender Parties)a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(f) The Agent shall have received on or before the Restatement Effective Date the following, each dated such day (unless otherwise specified)day, in form and substance reasonably satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender PartyAgent:
(i) A consent in substantially the form of Exhibit D-1, by the Pledgors (as defined in the Crompton Security Agreement) in favor of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Crompton Security Agreement"), duly executed by each Pledgor thereunder, consenting The Notes to the amendment and restatement contemplated extent requested by this Agreementany Lender prior to the Effective Date pursuant to Section 2.15.
(ii) A consent in substantially the form of Exhibit D-2, by the Pledgors (as defined in the Uniroyal Security Agreement) in favor Certified copies of the Agent under the security agreement dated August 21, 1996 made by the Pledgors named therein in favor resolutions of the Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, Board of Directors of the "Uniroyal Security Agreement" and, together with the Crompton Security Borrower approving this Agreement and each security agreement delivered pursuant to Section 5.01(kthe Notes (if any), in each case as amendedand of all documents evidencing other necessary corporate action and governmental approvals, supplemented or otherwise modified from time if any, with respect to time in accordance with its terms, this Agreement and the "Security Agreement"Notes (if any), duly executed by each Pledgor thereunder, consenting to the amendment and restatement contemplated by this Agreement.
(iii) A consent in substantially the form of Exhibit E-1, by Crompton Corp. in favor certificate of the Secured Parties under the guaranty dated August 21, 1996 made by Crompton Corp. in favor Secretary or an Assistant Secretary of the Secured Parties Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes (as amended, supplemented or otherwise modified from time if any) and the other documents to time in accordance with its terms, the "Parent Guaranty"), duly executed by Crompton Corp., consenting to the amendment and restatement contemplated by this Agreementbe delivered hereunder.
(iv) A consent in substantially favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the form of Exhibit E-2, by the Subsidiary Guarantors in favor of the Secured Parties under the subsidiary guaranty dated August 21, 1996 made by the Subsidiary Guarantors in favor of the Secured Parties (together with each other guaranty delivered pursuant to Section 5.01(k)Borrower, in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor, consenting to the amendment customary form and restatement contemplated by this Agreement.substance. NYDOCS02/1172294 30
(v) A consent in substantially the form of Exhibit D-3, by Uniroyal and each Uniroyal Guarantor under the supplement to the Uniroyal Security Agreement in respect of Collateral located in the State of Louisiana dated as of August 21, 1996 made by Uniroyal and the Uniroyal Guarantors in favor of the Secured Parties (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Louisiana Undertaking"), duly executed by Uniroyal and the Uniroyal Guarantors, consenting to the amendment and restatement contemplated by this Agreement.
(vi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.
(g) The Lenders shall have received all documentation and other information requested in writing at least five Business Days prior to the Effective Date required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation (if applicable).
(h) The Borrower shall have paid in full all principal, interest, fees and other amounts outstanding under the Existing Credit Agreement.
(a) Any fees required to be paid pursuant to the Fee Letters on or before the Effective Date shall have been paid.
Appears in 1 contract
Samples: Credit Agreement (Autodesk Inc)
