Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is subject to the following conditions precedent being satisfied on or before April 15, 1997: (a) The Administrative Agent shall have received on or before the day of the initial Borrowing or such initial issuance the following in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) The Revolving Loan Notes payable to the order of the Lenders, respectively. (ii) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing and approving this Agreement and the Notes, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) A favorable opinion of the Borrower's Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably request. (v) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E. (b) The Administrative Agent shall have received evidence that, prior to or simultaneously with such initial Borrowing or issuance, the Borrower shall have (i) repaid in full the outstanding principal amount of each of the outstanding "Loans" as defined in the Existing Credit Agreements together with all accrued and unpaid interest thereon, all fees payable in respect thereof and all other Credit Agreement ----------------
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan an Advance on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is subject to the following conditions condition precedent being satisfied on or before April 15, 1997:
(a) The that the Administrative Agent shall have received (unless waived) on or before August 28, 2002, the day of following, each (unless otherwise specified below) dated the initial Borrowing or such initial issuance the following Effective Date, in form and substance reasonably satisfactory to the Administrative Agent and (except for the Notesitems in clauses (a), (b), (c) and (d)) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable to the order of the Lenders, respectively.
(iia) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing and approving this Agreement and the Notestransactions contemplated hereby, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.Agreement;
(iiib) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.;
(ivc) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower;
(d) A favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Borrower's Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably request.C hereto;
(ve) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxxXxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.D hereto;
(bf) The Administrative Agent shall have received evidence that, prior to or simultaneously with such initial Borrowing or issuance, A certificate of a Responsible Officer of the Borrower shall have certifying that (i) repaid in full the outstanding principal amount no Default or Event of each Default as of the outstanding "Loans" date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as defined in of the Existing Credit Agreements together with all accrued date thereof as if made on and unpaid interest thereonas of such date; and
(g) Such other approvals, all fees payable in respect thereof opinions and all other Credit documents relating to this Agreement ----------------and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan an Advance on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is subject to the following conditions condition precedent being satisfied that the Closing Date shall occur on or before April 1511, 1997:
(a) The 2005, and that the Administrative Agent shall have received on or before the day of following, each (unless otherwise specified below) dated the initial Borrowing or such initial issuance the following Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the Notesitems in clauses (a), (b) and (c)) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable to the order of the Lenders, respectively.
(iia) Certified copies of (x) the charter certificate of incorporation and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing the making and approving performance by the Borrower of this Agreement and the Notestransactions contemplated hereby, and (z) all documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the NotesAgreement.
(iiib) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(ivc) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and certificate of incorporation filed by the Borrower.
(d) A favorable opinion of Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, L.L.P., special counsel to the Borrower's Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably requestC hereto.
(ve) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxxXxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.D hereto.
(bf) The Administrative Agent shall have received evidence that, prior to or simultaneously with such initial Borrowing or issuance, A certificate of a Responsible Officer of the Borrower shall have certifying that (i) repaid no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in full Section 4.01 are true and correct on and as of the outstanding principal amount date thereof as if made on and as of such date.
(g) Evidence of the termination of the commitment of each of the outstanding "Loans" as defined in lender under the Existing Credit Agreements together with Agreement and of the payment by the Borrower of all accrued amounts whatsoever payable by it under the Existing Credit Agreement.
(h) Notes, payable to the order of the respective Lenders that have requested the same prior to the Closing Date, duly completed and unpaid interest thereon, all fees payable in respect thereof executed.
(i) Such other documents relating to this Agreement and all other Credit Agreement ----------------the transactions contemplated hereby as the Administrative Agent or any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation effectiveness of each Lender to make a Loan this Agreement on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is Effective Date was subject to satisfaction (or waiver) of the following conditions precedent being satisfied on or before April 15precedent, 1997except as otherwise agreed between the Borrower and the Administrative Agent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent:
(i) a Notice of Borrowing in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default;
(ii) executed counterparts of this Agreement and the Guaranty;
(iii) a Revolving Credit Note executed by the Borrower in favor of each Lender that has requested a Revolving Credit Note at least two (2) Business Days in advance of the Effective Date;
(iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with:
(A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank;
(B) [Reserved]; and
(C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date;
(vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit G-1;
(vii) an opinion from Xxxxxxxxx Xxxxxxx LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit G-2;
(viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit M;
(ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named;
(x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall have received reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date;
(xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and
(xii) a Borrowing Base Certificate, certified as complete and correct in all respects, which calculates the Borrowing Base as of the last Business Day of the most recent month ended at least fifteen (15) days prior to the Effective Date; provided, however, that, each of the requirements set forth in clause (iv) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers.
(b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the day Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility).
(c) Prior to or substantially simultaneously with the Initial ABL Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement.
(d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received (i) at least $525,000,000 in gross cash proceeds from borrowings under the Term Facility, and (ii) at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes.
(e) The Intercreditor Agreement and the Term Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect.
(f) Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or such initial issuance preferred Equity Interests other than (A) the following Loans and Letter of Credit Obligations, (B) borrowings under the Term Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto.
(g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements.
(h) The Arrangers shall have received the Pro Forma Financial Statements.
(i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(j) The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers a Field Examination and the Initial Inventory Appraisal and such other reports, audits or certifications as the Administrative Agent and the Arrangers may reasonably request in respect of the Collateral included in the Borrowing Base not less than ten (except for the Notes10) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable Business Days prior to the order of the Lenders, respectivelyEffective Date.
(iik) Certified copies of (x) the charter and by-laws of the BorrowerSince October 11, (y) the resolutions of the Board of Directors of the Borrower authorizing and approving this Agreement and the Notes2011, and (z) all documents evidencing there shall not have been any Event, change or occurrence that, individually or together with any other necessary corporate action and governmental approvalsEvent, if any, with respect has had or would reasonably be expected to this Agreement and the Noteshave a Closing Date Material Adverse Effect.
(iiil) A certificate After giving effect to the Transaction on the Effective Date, the Excess Availability on the Effective Date (together with any unrestricted cash and Cash Equivalents of the Secretary or an Assistant Secretary of the Borrower certifying the names Company and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to its Subsidiaries) shall be delivered hereunderno less than $50,000,000.
(ivm) A favorable opinion The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Borrower's Law DepartmentEffective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, substantially in unless such failure gives Holdings the form of Exhibit D and covering such other matters relating hereto as any Lender, through right to terminate its obligations under the Administrative Agent, may reasonably requestMerger Agreement.
(v) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.
(bn) The Administrative Agent shall have received evidence thata certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (k) and (m). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date, borrowing of Swing Loans or simultaneously with Issuance or deemed Issuance hereunder specifying its objection thereto and such initial Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing or issuance, the Borrower shall have (i) repaid in full the outstanding principal amount of each of the outstanding "Swing Loans" as defined in the Existing Credit Agreements together with all accrued and unpaid interest thereon, all fees payable in respect thereof and all other Credit Agreement ----------------.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan an Advance on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is subject to the following conditions condition precedent being satisfied that the Closing Date shall occur on or before April 15December 31, 1997:
(a) The 2002 and that the Administrative Agent shall have received on or before the day of following, each (unless otherwise specified below) dated the initial Borrowing or such initial issuance the following Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the Notesitems in clauses (a), (b) and (c)) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable to the order of the Lenders, respectively.
(iia) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing the making and approving performance by the Borrower of this Agreement and the Notestransactions contemplated hereby, and (z) all documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the NotesAgreement.
(iiib) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(ivc) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower.
(d) A favorable opinion of Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, L.L.P., special counsel to the Borrower's Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably requestC hereto.
(ve) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxxXxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.D hereto.
(bf) The Administrative Agent shall have received evidence that, prior to or simultaneously with such initial Borrowing or issuance, A certificate of a Responsible Officer of the Borrower shall have certifying that (i) repaid no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in full Section 4.01 are true and correct on and as of the outstanding principal amount date thereof as if made on and as of such date.
(g) Evidence of the termination of the commitment of each of the outstanding "Loans" as defined in lender under the Existing Credit Agreements together with Agreement and of the payment by the Borrower of all accrued amounts whatsoever payable by it under the Existing Credit Agreement. Table of Contents
(h) The Communications Agreement, duly extended and unpaid interest thereon, all fees payable in respect thereof delivered by the Borrower and all the Administrative Agent.
(i) Such other Credit documents relating to this Agreement ----------------and the transactions contemplated hereby as the Administrative Agent or any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions Precedent to Initial Borrowing. The ----------------------------------------- This Agreement and the obligation of each Lender to make a Loan an Advance on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, and the obligations of the each Issuing Bank to issue the initial Letter Letters of Credit (other than an Existing Letter of Credit), is subject to hereunder shall not become effective until the following conditions precedent being satisfied date on or before April 15, 1997:
(a) The which the Administrative Agent shall have received on or before the day executed counterparts of this Agreement by each of the initial Borrowing or such initial issuance parties hereto and each of the following following, each (unless otherwise specified below) dated the Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the Notesitems in clauses (a), (b) and (c)) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable to the order of the Lenders, respectively.
(iia) Certified copies of (x) the charter certificate of incorporation and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing the making and approving performance by the Borrower of this Agreement and the Notestransactions contemplated hereby, and (z) all documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the NotesAgreement.
(iiib) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(ivc) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the Closing Date as to the good standing of and certificate of incorporation filed by the Borrower.
(d) A favorable opinion of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Borrower's Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably requestC hereto.
(ve) A favorable opinion certificate of Milbanka Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, Tweedand (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(f) Notes, Xxxxxx & XxXxxx, special New York counsel payable to the Administrative Agentrespective Lenders that have requested the same prior to the Closing Date, substantially in the form of Exhibit E.duly completed and executed.
(bi) The Administrative Agent shall have received evidence thatreceived, at least five days prior to or simultaneously the Closing Date, all documentation and other information regarding the Borrower requested in connection with such initial Borrowing or issuanceapplicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (iprovided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) repaid shall be deemed to be satisfied).
(h) Such other documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent may reasonably request and as further described in full the outstanding principal amount list of each closing documents attached as Exhibit E. Furthermore, the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the outstanding "Loans" as defined in the Existing Credit Agreements together with all accrued Closing Date, and unpaid interest thereon, all fees payable in respect thereof such notice shall be conclusive and all other Credit Agreement ----------------binding.
Appears in 1 contract
Samples: Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions Precedent to Initial Borrowing. The initial ----------------------------------------- obligation of each Lender to make a Loan on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is subject to the following conditions condition precedent being satisfied on or before April 15, 1997:
(a) The Administrative Agent that the Administrator shall have received received, on or before the day date of such Borrowing the initial Borrowing or following, each (unless otherwise indicated) dated such initial issuance the following date and in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each LenderAdministrator:
(ia) The Revolving Loan Notes payable to the order A copy of the Lenders, respectively.
(ii) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing and Issuer approving this Agreement and the Notes, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect Transaction Documents to this Agreement which Issuer is a party to be delivered by it hereunder and the Notes.transactions contemplated hereby, certified by its Secretary or Assistant Secretary;
(iiib) A good standing certificate for Issuer issued by the State of Delaware, as of a recent date acceptable to the Administrator;
(c) A certificate of the Secretary or an Assistant Secretary of the Borrower Issuer certifying the names and true signatures of the officers of the Borrower authorized on its behalf to sign this Agreement and the Notes and the other documents Transaction Documents to be delivered hereunder.by it (on which certificate the Administrator and Noteholder may conclusively rely until such time as the Administrator and Noteholder shall receive from Issuer a revised certificate meeting the requirements of this subsection (c)); ---------------
(ivd) The Certificate of Incorporation of Issuer, duly certified by the Secretary of State of Delaware, as of a recent date acceptable to the Administrator;
(e) Executed financing statements on Form UCC-1 naming Issuer as the debtor and the Indenture Trustee, for the benefit of the Secured Parties, as the secured party, or other similar instruments or documents, in proper form for filing in the offices in which filings are necessary or, in the opinion of the Administrator, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the Indenture Trustee's security interest in the Collateral, for the benefit of the Secured Parties;
(f) A search report as of a recent date acceptable to the Administrator provided in writing to the Administrator by Issuer, in a form acceptable to the Administrator, listing all effective financing statements that name Issuer as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (e) above and in such other jurisdictions that -------------- Administrator shall reasonably request, together with copies of such financing statements (none of which shall cover any Collateral or if so covered, the Administrator shall have received duly executed termination statements with respect thereto);
(g) A favorable opinion of counsel to Issuer and, if requested by the Borrower's Law DepartmentAdministrator, substantially each of the other parties to the Purchase and Sale Agreement, each Servicing Agreement and each Guarantee Agreement, in each case in form and substance reasonably satisfactory to the form Administrator;
(h) Such powers of Exhibit D attorney as the Administrator shall reasonably request to enable the Administrator to collect all amounts due under any and covering such all Collateral;
(i) The Note, duly executed by Issuer;
(j) Copies of each Guarantee Agreement, duly executed by the related Guarantor and the Eligible Lender Trustee and certified by Issuer as being a true and correct copy thereof;
(k) Copies of each sub-servicing agreement between the Master Servicer and any applicable Sub-Servicer (including all amendments thereto), duly executed by the Master Servicer and any applicable Sub-Servicer and certified by Issuer as being a true and correct copy thereof;
(l) A copy of this Agreement and each of the other matters relating hereto Transaction duly executed by Issuer, Noteholder, Administrator, Indenture and Eligible Lender Trustee and each other party thereto;
(m) Such other documents, opinions and certificates as any Lender, through Noteholder or the Administrative Agent, Administrator may reasonably request.;
(vn) Evidence that the Reserve Account has been established and that on or prior to the initial Borrowing, the amount on deposit in such Reserve Account is at least equal to the Reserve Account Minimum Balance; and
(o) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx, special New York counsel to the Administrative Agent, substantially pro-forma settlement statement prepared in the form of Exhibit E.
(b) The Administrative Agent shall have received evidence that, prior to or simultaneously with such initial Borrowing or issuance, the Borrower shall have (i) repaid in full the outstanding principal amount of each respect of the outstanding "Loans" as defined in the Existing Credit Agreements together with all accrued and unpaid interest thereon, all fees payable in respect thereof and all other Credit Agreement ----------------initial Borrowing.
Appears in 1 contract
Samples: Indenture (Direct Iii Marketing Inc)
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, and of the an Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is whichever shall first occur, shall be subject to the following conditions precedent being satisfied that, on or before April a date (the “Effective Date”) not later than August 15, 19972011, the Administrative Agent shall have received the following:
(a) The Administrative Agent shall have received on or before the day Each of the initial Borrowing or such initial issuance following documents, which shall be dated the following Effective Date and in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each LenderAgent:
(i) The This Agreement, duly executed and delivered by each of the Borrowers.
(ii) Upon request of any Lender, the Revolving Loan Notes payable by the U.S. Borrower and any Euro Borrower to the order of the Lenders, respectivelyeach such Lender.
(iiiii) Certified copies of (x) the charter and by-laws of the each Borrower, (y) the resolutions of the Board board of Directors directors (or equivalent governing body) of the each Borrower authorizing and approving this Agreement Agreement, the Guaranty and the NotesNotes and the transactions contemplated by the Loan Documents, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the NotesLoan Documents.
(iiiiv) A certificate of the Secretary secretary or an Assistant Secretary assistant secretary (or equivalent officer) of the each Borrower certifying the names and true signatures of the officers of the each Borrower authorized to sign this Agreement Agreement, the Guaranty and the Notes and the other documents to be delivered hereunder.
(ivv) A favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP U.S. counsel to the Borrower's Law DepartmentBorrowers, substantially in form and substance reasonably accepted to the form of Exhibit D Administrative Agent and Lenders and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably request.
(vvi) A favorable opinion certificate of Milbanka senior officer of the U.S. Borrower to the effect that (x) the representations and warranties contained in Article V (Representations and Warranties) are correct (other than any such representations or warranties which, Tweedby their terms, Xxxxxx & XxXxxxrefer to a prior date) and (y) no event has occurred and is continuing which constitutes a Default.
(vii) Such other certificates, special New York documents, agreements and information respecting any Borrower as any Lender through the Administrative Agent may reasonably request.
(b) Confirmation that (1) the U.S. Borrower has paid all accrued fees and expenses of the Administrative Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative AgentAgent to the extent then payable), substantially in together with all accrued but unpaid fees and expenses under the form of Exhibit E.
Existing Credit Agreements, (b2) The Administrative Agent shall have received evidence that, prior to or simultaneously with such initial Borrowing or issuance, the U.S. Borrower shall have (i) repaid has paid in full the outstanding principal amount of accrued and unpaid interest on the Loans and the Notes, in each of the outstanding "Loans" case as defined in in, and all other amounts whatsoever payable under, the Existing Credit Agreements, (3) the Existing Credit Agreements together with have been terminated and are no longer in effect and (4) all accrued and unpaid interest thereon, all fees payable in respect thereof and all other Existing Letters of Credit Agreement ----------------have become Letters of Credit pursuant to Section 3.04(k).
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, and of the an Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is whichever shall first occur, shall be subject to the following conditions precedent being satisfied that, on or before April 15a date (the “Effective Date”) not later than June 23, 19972011, the Administrative Agent shall have received the following:
(a) The Administrative Agent shall have received on or before the day Each of the initial Borrowing or such initial issuance following documents, which shall be dated the following Effective Date and in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each LenderAgent:
(i) The Revolving Loan Notes payable by the Company and any Designated Borrower to the order of the Lenders, respectivelyeach Lender requesting a Revolving Loan Note.
(ii) Certified copies of (x) the charter and by-laws of the BorrowerCompany, (y) the resolutions of the Board of Directors of the Borrower Company authorizing and approving this Agreement and the Notesother Loan Documents and the transactions contemplated by the Loan Documents, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the NotesLoan Documents.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the Notes other Loan Documents and the other documents to be delivered hereunder.
(iv) A favorable opinion of the Borrower's Company’s Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably request.
(v) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxxXxxx Xxxxxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.
(vi) A certificate of a senior officer of the Company to the effect that (x) the representations and warranties contained in Section 5.01 are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (y) no event has occurred and is continuing which constitutes a Default.
(b) The Administrative Agent shall have received evidence that, prior Confirmation that the Company has delivered a written notice to or simultaneously with such initial Borrowing or issuance, the Borrower shall have (i) repaid in full the outstanding principal amount of each Departing Lender terminating as of the outstanding "Loans" as defined in Effective Date all commitments of the Departing Lenders under the Existing Credit Agreements Agreement, and all amounts owing (whether or not due) under the Existing Credit Agreement and related documents through and including the Effective Date to each Departing Lender shall have been paid in full.
(c) Confirmation that (1) the Company has paid all accrued fees and expenses of the Administrative Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), together with all accrued but unpaid fees and expenses under the Existing Credit Agreement, to the extent the same have SECOND AMENDED AND RESTATED CREDIT AGREEMENT been invoiced to the Company at least two (2) Business Days prior to the Effective Date, (2) the Company has paid in full the accrued and unpaid interest thereonon the Loans as defined in, all fees payable in respect thereof and all other amounts whatsoever payable under, the Existing Credit Agreement ----------------and (3) all Existing Letters of Credit have become Letters of Credit pursuant to Section 2.04(c).
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each No Lender shall be obligated to make a Loan on any Advance unless the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is subject to the following conditions precedent being satisfied on or before April 15, 1997:
(a) The Administrative Agent shall have received on (a) evidence that the Borrower has paid, or before concurrently with the day making of the initial Advances will pay, all of its obligations under the Existing Agreement; and (b) each of the following documents, each dated the date of the initial Borrowing (or such initial issuance an earlier date satisfactory to the following Administrative Agent, in form and substance satisfactory to the Administrative Agent and each (except for the Notes) in sufficient copies to provide one for each Lender:
(i) The Revolving Loan Notes payable A Note for each Lender that has requested a Note to the order of the Lenders, respectivelyevidence its Advances.
(ii) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors or equivalent managing body of the Borrower authorizing and approving the transactions contemplated by this Agreement and the Notes, and (z) of all documents evidencing other necessary corporate organizational action and governmental approvals, if any, of the Borrower with respect to this Agreement and the Notesdocuments contemplated hereby.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the certificate of formation and operating agreement of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby.
(iv) A favorable opinion certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower's Law Department, substantially Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the form date of Exhibit D such certificate as though made on and covering as of such other matters relating hereto as any Lender, through date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the Administrative Agent, may reasonably requestdate of such certificate.
(v) A favorable opinion of Milbank, Tweed, Xxxxxx Xxxxxxx Xxxxx Xxxxxxx & XxXxxxXxxxxxxxx LLC, special New York counsel to for the Administrative AgentBorrower, substantially in the form of Exhibit E.
(b) The Administrative Agent shall have received evidence that, prior to or simultaneously with such initial Borrowing or issuance, the Borrower shall have (i) repaid in full the outstanding principal amount of each of the outstanding "Loans" as defined in the Existing Credit Agreements together with all accrued and unpaid interest thereon, all fees payable in respect thereof and all other Credit Agreement ----------------D.
Appears in 1 contract
Samples: Credit Agreement (Exelon Corp)
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, and of the an Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is whichever shall first occur, shall be subject to the following conditions precedent being satisfied that, on or before April 15a date (the “Effective Date”) not later than June 10, 19972005, the Administrative Agent shall have received the following:
(a) The Administrative Agent shall have received on or before the day Each of the initial Borrowing or such initial issuance following documents, which shall be dated the following Effective Date and in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable by the Company and any Designated Borrower to the order of the Lenders, respectively.
(ii) Certified copies of (x) the charter and by-laws of the BorrowerCompany, (y) the resolutions of the Board of Directors of the Borrower Company authorizing and approving this Agreement and the NotesNotes and the transactions contemplated by the Loan Documents, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the NotesLoan Documents.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of the Borrower's Company’s Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably request.
(v) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxxXxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.
(vi) A certificate of a senior officer of the Company to the effect that (x) the representations and warranties contained in Section 5.01 are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (y) no event has occurred and is continuing which constitutes a Default. MARRIOTT CREDIT AGREEMENT
(b) The Confirmation that (1) the Company has paid all accrued fees and expenses of the Administrative Agent shall and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), including without limitation all accrued but unpaid fees and expenses under the Existing Credit Agreements, to the extent the same have received evidence that, been invoiced to the Company at least two (2) Business Days prior to or simultaneously with such initial Borrowing or issuancethe Effective Date, (2) the Borrower shall have (i) repaid Company has paid in full the outstanding principal amount of each of and interest on the outstanding "Loans" Loans and the Notes as defined in in, and all other amounts whatsoever payable under, the Existing Credit Agreements together with and has terminated the Commitments as defined therein and (3) all accrued and unpaid interest thereon, all fees payable in respect thereof and all other Existing Letters of Credit Agreement ----------------have become Letters of Credit pursuant to Section 2.04(b).
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The ----------------------------------------- Lenders shall have no obligation of each Lender to make a Loan on the Credit an Advance as part of any Borrowing pursuant to this Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is subject to unless and until the following conditions precedent being satisfied shall have been satisfied: (i) the representations and warranties contained in Section 4.1 shall be correct on or before April 15and as of the date of the initial Borrowing, 1997:
(aii) The the Borrowers shall have paid all fees specified in Section 2.4, and (iii) the Administrative Agent shall have received on or before the day date of the initial Borrowing or the following, each dated such initial issuance the following day, in form and substance satisfactory to the Administrative Agent and (except for the Notesnotes described in (a) and the FMB Indentures, of which only one copy need be delivered to the Administrative Agent) in sufficient copies for each Lender:
(a) A Note from each Borrower, in form and substance approved by the Administrative Agent, payable to each Lender that has requested one pursuant to Section 2.12.
(b) Counterparts of the Escrow Agreement, duly executed by the Escrow Agent, GPU, ME, PE and JC, together with evidence that the following documents have been delivered to the Escrow Agent in accordance with the terms of the Escrow Agreement:
(i) The Revolving Loan Notes payable to the order ME Collateral Notes, duly executed by ME and authenticated by the Note Trustee, in the aggregate principal amount of the Lenders, respectively.$150 million;
(ii) the PE Collateral Notes, duly executed by PE and authenticated by the Note Trustee, in the aggregate principal amount of $150 million;
(iii) the JC Collateral Notes, duly executed by JC and authenticated by the Note Trustee, in the aggregate principal amount of $266 million; and
(iv) the PE Collateral FMBs, duly executed by PE and authenticated by the FMB Trustee, in the aggregate principal amount of $420 million.
(c) A certified copy of the ME Note Order, duly executed by ME, together with evidence that the Note Trustee shall have received the ME Note Order.
(d) A certified copy of the PE Note Supplemental Indenture, duly executed by PE and the Note Trustee.
(e) A certified copy of the JC Note Order, duly executed by JC, together with evidence that the Note Trustee shall have received the JC Note Order.
(f) Certified copies of the ME Collateral FMBs in the aggregate principal amount of $150 million, duly executed by ME and authenticated by the FMB Trustee, together with evidence that the Note Trustee shall have received the ME Collateral FMBs.
(xg) Certified copies of JC Collateral FMBs in the aggregate principal amount of $266 million, duly executed by JC and authenticated by the FMB Trustee, together with evidence that the Note Trustee shall have received the JC Collateral FMBs.
(h) A certified copy of the ME Supplemental FMB Indenture, duly executed by ME and the FMB Trustee.
(i) A certified copy of the PE Supplemental FMB Indenture, duly executed by PE and the FMB Trustee.
(j) A certified copy of the JC Supplemental FMB Indenture, duly executed by JC and the FMB Trustee.
(k) A certificate of the Secretary or Assistant Secretary of each Subsidiary Borrower certifying that attached thereto are true and complete copies of the FMB Indenture and the Note Indenture to which such Subsidiary Borrower is a party.
(l) Copies of all certificates and opinions delivered by or on behalf of the Note Trustee, the FMB Trustee and the Subsidiary Borrowers in connection with (i) the charter execution and by-laws delivery of the BorrowerCollateral Note Authorizations, the FMB Supplemental Indentures, the Collateral Notes and the Collateral FMBs, (yii) the authentication by the Note Trustee of the Collateral Notes and (iii) the authentication by the FMB Trustee of the Collateral FMBs.
(m) Copies of (i) audited consolidated financial statements of each Borrower and unaudited consolidating financial statements of GPU, in each case dated as of December 31, 2000, and (ii) pro forma cash flow statements of the Borrowers and GPU and its Subsidiaries on a consolidated basis and a pro forma debt schedule of the Borrowers and GPU and its Subsidiaries on a consolidated basis, with the assumption that the PaPUC issues a PLR Rate Order granting in all material respects the relief sought by GPU which statements were included in the Information Memorandum (the "Base Case Cash Flow Statement").
(n) Certified copies of the resolutions of the Board of Directors of the each Borrower authorizing approving each Loan Document to which such Borrower is, or is to be, a party and approving this Agreement and the Notes, and (z) of all documents evidencing other necessary corporate action and governmental approvals, if anyincluding, without limitation, appropriate orders of the SEC under the Utility Act, with respect to this Agreement and the NotesLoan Documents.
(iiio) A certificate of the Secretary or an Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the each Borrower authorized to sign this Agreement and the Notes each Loan Document to which such Borrower is, or is to be, a party and the other documents to be delivered by it hereunder.
(ivp) Evidence that, upon application of the proceeds of the initial Borrowing hereunder, the commitments of the lenders under the Bilateral Agreements, other than those set forth in part B of Schedule IV hereto, shall have been terminated, and the obligations of the Borrowers under the Bilateral Agreements, other than those set forth in part B of Schedule IV hereto, shall have been paid in full.
(q) A favorable opinion of Xxxxxx Xxxx & Priest LLP, counsel for the Borrower's Law DepartmentBorrowers, substantially in the form of Exhibit D Q hereto and covering as to such other matters relating hereto as any Lender, Lender through the Administrative Agent, Agent may reasonably request.
(vr) A favorable opinion of Milbank, Tweed, Xxxxxx King & XxXxxxSpalding, special New York counsel to for the Administrative Agent, substantially in the form of Exhibit E.R hereto.
(bs) The Administrative Agent shall have received evidence Evidence that, prior to or simultaneously with such upon application of the proceeds of the initial Borrowing or issuancehereunder, the Borrower shall have (i) repaid in full the outstanding principal amount of each commitments of the outstanding "Loans" as defined in Existing Bank Group under the Existing Credit Agreements together with all accrued Agreement shall have been terminated, and unpaid interest thereonthe obligations of the Existing Bank Group shall have been paid in full.
(t) Such other approvals, all fees payable in respect thereof opinions and all other Credit Agreement ----------------documents as the Administrative Agent may reasonably request as to the legality, validity, binding effect or enforceability of any Loan Document or the financial condition, properties, operations or prospects of any Borrower.
Appears in 1 contract
Samples: Credit Agreement (Gpu Inc /Pa/)
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan an Advance on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is subject to the following conditions condition precedent being satisfied on or before April 15, 1997:
(a) The that the Administrative Agent shall have received on or before the day of following, each (unless otherwise specified below) dated the initial Borrowing or such initial issuance the following Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the Notesitems in clauses (a), (b) and (d)) in sufficient copies for each Lender:
(ia) The Revolving Loan Notes payable to Evidence that the order of the Lenders, respectivelyBorrower shall have obtained a Xxxxx’x Rating at or above Baa1 and a Standard & Poor’s Rating at or above BBB+.
(iib) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing and approving this Agreement and the Notestransactions contemplated hereby, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the NotesAgreement.
(iiic) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(ivd) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower.
(e) A favorable opinion of the Borrower's Law DepartmentXxxx X. XxXxxxx, Vice President and Chief Counsel, Corporate and Investment Affairs, of MONY Life, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably requestC hereto.
(vf) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxxXxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.D hereto.
(bg) The Administrative Agent shall have received evidence that, prior to or simultaneously with such initial Borrowing or issuance, A certificate of a Responsible Officer of the Borrower shall have certifying that (i) repaid no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in full Section 4.01 are true and correct on and as of the outstanding principal amount date thereof as if made on and as of such date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) the payment by MONY Life of all amounts whatsoever payable to each of the outstanding "Loans" as defined lenders, in each case under the Existing Credit Agreements together with all accrued Agreements.
(i) Such other approvals, opinions and unpaid interest thereondocuments relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, all fees payable in respect thereof and all other Credit Agreement ----------------through the Administrative Agent, reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Mony Group Inc)
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, and of the an Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is whichever shall first occur, shall be subject to the following conditions precedent being satisfied that, on or before April 15a date (the “Effective Date”) not later than May 14, 19972007, the Administrative Agent shall have received the following:
(a) The Administrative Agent shall have received on or before the day Each of the initial Borrowing or such initial issuance following documents, which shall be dated the following Effective Date and in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each LenderAgent:
(i) The Revolving Loan Notes payable by the Company and any Designated Borrower to the order of the Lenders, respectivelyeach Lender.
(ii) Certified copies of (x) the charter and by-laws of the BorrowerCompany, (y) the resolutions of the Board of Directors of the Borrower Company authorizing and approving this Agreement and the NotesNotes and the transactions contemplated by the Loan Documents, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the NotesLoan Documents.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of the Borrower's Company’s Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably request.
(v) A favorable opinion of Milbank, Tweed, Xxxxxx Xxxxxxxxxx & XxXxxxXxxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.
(vi) A certificate of a senior officer of the Company to the effect that (x) the representations and warranties contained in Section 5.01 are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (y) no event has occurred and is continuing which constitutes a Default.
(b) The Confirmation that (1) the Company has paid all accrued fees and expenses of the Administrative Agent shall have received evidence thatand the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), prior to or simultaneously with such initial Borrowing or issuance, the Borrower shall have (i) repaid in full the outstanding principal amount of each of the outstanding "Loans" as defined in the Existing Credit Agreements together with all accrued but unpaid fees and expenses under the Existing Credit Agreement, to the extent the same have been invoiced to the Company at least two (2) Business Days prior to the Effective Date, (2) the Company has paid in full the accrued and unpaid interest thereonon the Loans and the Notes, all fees payable in respect thereof each case as defined in, and all other amounts whatsoever payable under, the Existing Credit Agreement ----------------and (3) all Existing Letters of Credit have become Letters of Credit pursuant to Section 2.04(b).
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan an Advance on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is subject to the following conditions condition precedent being satisfied on or before April 15, 1997:
(a) The that the Administrative Agent shall have received on or before the day of following, each (unless otherwise specified below) dated the initial Borrowing or such initial issuance the following Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the Notesitems in clauses (a), (b) and (d)) in sufficient copies for each Lender:
(ia) The Revolving Loan Notes payable to Evidence that the order of the Lenders, respectivelyBorrower shall have obtained a Xxxxx’x Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBB.
(iib) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing and approving this Agreement and the Notestransactions contemplated hereby, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the NotesAgreement.
(iiic) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(ivd) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contents
(e) A favorable opinion of Xxxx Xxxxxxxx, General Counsel of the Borrower's Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably requestC hereto.
(vf) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxxXxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.D hereto.
(bg) The Administrative Agent shall have received evidence that, prior to or simultaneously with such initial Borrowing or issuance, A certificate of a Responsible Officer of the Borrower shall have certifying that (i) repaid no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in full Section 4.01 are true and correct on and as of the outstanding principal amount date thereof as if made on and as of such date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of the outstanding "Loans" as defined all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreements together with all accrued Agreement.
(i) Such other approvals, opinions and unpaid interest thereondocuments relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, all fees payable in respect thereof through the Administrative Agent, reasonably request.
(j) The Communications Agreement, duly executed and all other Credit Agreement ----------------delivered by the Borrower.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is shall be subject to the following conditions precedent being satisfied that, on or before April 15a date (the "Effective Date") not later than February 16, 19971999, the Administrative Agent -------------- shall have received each of the following:
(a) The Administrative Agent shall have received on or before the day Each of the initial Borrowing or such initial issuance the following documents, which shall be in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable by the Company and any Designated Borrower to the order of the Lenders, respectively.
(ii) Certified copies of (x) the charter and by-laws of the BorrowerCompany, (y) the resolutions of the Board of Directors of the Borrower Company authorizing and approving this Agreement and the Notes, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of the BorrowerCompany's Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably request.
(v) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxxXxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.
(vi) A certificate of a senior officer of the Company to the effect that (x) the representations and warranties contained in Section 5.01 are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (y) no event has occurred and is continuing which constitutes a Default. CREDIT AGREEMENT
(b) The Confirmation that the Company has paid all accrued fees and expenses of the Administrative Agent shall and the fees of the Syndication Agent, the Documentation Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), to the extent the same have received evidence that, been invoiced to the Company at least two (2) Business Days prior to or simultaneously with such initial Borrowing or issuance, the Borrower shall have (i) repaid in full the outstanding principal amount of each of the outstanding "Loans" as defined in the Existing Credit Agreements together with all accrued and unpaid interest thereon, all fees payable in respect thereof and all other Credit Agreement ----------------Effective Date.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan its Revolving Credit Advance on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is shall be subject to the following conditions precedent being satisfied satisfaction, on or before April 15July 29, 19972004 of the following conditions precedent:
(a) The Administrative Agent shall have received counterparts of this Agreement executed by the parties hereto.
(b) The following statements shall be true on or before the day Closing Date and the Administrative Agent shall have received, with a copy for each Lender, a certificate signed by a duly authorized officer of each Borrower, dated the Closing Date, stating that:
(i) the representations and warranties made by such Borrower and contained in Section 4.01 are true and correct on and as of the initial Borrowing Closing Date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be correct in all material respects only as of such initial issuance date), and
(ii) no Default has occurred and is continuing on and as of the following Closing Date.
(c) The Administrative Agent shall have received the following, each dated the Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The If requested by any Lender pursuant to Section 2.01(c), a Revolving Loan Notes payable to Credit Note for the order account of such Lender, duly executed by each Borrower, in the Lenders, respectivelyamount of such Lender’s Commitment as in effect on the Closing Date.
(ii) Certified copies of (x) the charter certificate of incorporation and by-laws of each Borrower as in effect on the Borrower, Closing Date.
(yiii) Certified copies of the resolutions of the Board of Directors of each of the Borrower authorizing and Borrowers approving this Agreement and the Notes, and (z) of all documents evidencing other necessary corporate action action, third-party and governmental approvalsapprovals and consents, if any, with respect to this Agreement and the Notes.
(iiiiv) A certificate of the Secretary or an Assistant Secretary of each of the Borrower Borrowers certifying the names and true signatures of the officers of each of the Borrower Borrowers, respectively, authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(ivv) A favorable Evidence of the termination of all the outstanding commitments and payment in full of all outstanding obligations of the Borrowers under the Credit Agreement dated as of August 1, 2002, as amended, among the Borrowers, the Lenders named therein, The Bank of New York, as Syndication Agent, and The Bank of Nova Scotia, as Administrative Agent.
(vi) An opinion of the Borrower's Law DepartmentXxxx Xxxx Xxxxx, Managing Director, Assistant General Counsel and Secretary of Ambac Financial, substantially in the form of Exhibit D E hereto.
(vii) An opinion of Xxxxx X. Xxxxx, Managing Director and covering such other matters relating hereto General Counsel of Ambac Assurance, substantially in the form of Exhibit F hereto.
(viii) An opinion of XxXxxx, Xxxx & Xxxxxxx, S.C., Wisconsin special counsel to Ambac Assurance, substantially in the form of Exhibit G hereto.
(ix) An opinion of Shearman & Sterling LLP, special New York counsel for the Borrowers, substantially in the form of Exhibit H hereto.
(x) An opinion of an external counsel for the Borrowers saying that neither Borrower is an “investment company” within the meaning of the Investment Company Act of 1940, as any Lenderamended, through in form and substance satisfactory to the Administrative Agent, may reasonably request.
(vxi) A favorable An opinion of Milbank, Tweed, Xxxxxx & XxXxxxXxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.I hereto.
(bd) The Administrative Agent shall have received evidence thatpayment of all fees, prior costs and expenses due and payable by the Borrowers on the Closing Date pursuant to or simultaneously with such initial Borrowing or issuance, the Borrower shall have (i) repaid in full the outstanding principal amount of each of the outstanding "Loans" as defined in the Existing Credit Agreements together with all accrued and unpaid interest thereon, all fees payable in respect thereof and all other Credit Agreement ----------------this Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Ambac Financial Group Inc)
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan its Advance on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is shall be subject to the following conditions precedent being satisfied satisfaction, on or before April 15July 28, 19972005 of the following conditions precedent:
(a) The Administrative Agent shall have received counterparts of this Agreement executed by the parties hereto.
(b) The following statements shall be true on or before the day Closing Date and the Administrative Agent shall have received, with a copy for each Lender, a certificate signed by a duly authorized officer of each Borrower, dated the Closing Date, stating that:
(i) the representations and warranties made by such Borrower and contained in Section 4.01 are true and correct on and as of the initial Borrowing Closing Date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be correct in all material respects only as of such initial issuance date), and
(ii) no Default has occurred and is continuing on and as of the following Closing Date.
(c) The Administrative Agent shall have received the following, each dated the Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable If requested by any Lender pursuant to Section 2.01(c), a Note for the order account of such Lender, duly executed by each Borrower, in the Lenders, respectivelyamount of such Lender’s Commitment as in effect on the Closing Date.
(ii) Certified copies of (x) the charter certificate of incorporation and by-laws of each Borrower as in effect on the Borrower, Closing Date.
(yiii) Certified copies of the resolutions of the Board of Directors of each of the Borrower authorizing and Borrowers approving this Agreement and the Notes, and (z) of all documents evidencing other necessary corporate action action, third-party and governmental approvalsapprovals and consents, if any, with respect to this Agreement and the Notes.
(iiiiv) A certificate of the Secretary or an Assistant Secretary of each of the Borrower Borrowers certifying the names and true signatures of the officers of each of the Borrower Borrowers, respectively, authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(ivv) A favorable Evidence of the termination of all the outstanding commitments and payment in full of all outstanding obligations of the Borrowers under the Credit Agreement dated as of July 29, 2004, as amended, among the Borrowers, the Lenders named therein and Citibank N.A., as Administrative Agent.
(vi) An opinion of the Borrower's Law DepartmentXxxx Xxxx Xxxxx, Esq., Managing Direct, Secretary and Assistant General Counsel of Ambac Financial, substantially in the form of Exhibit D E hereto.
(vii) An opinion of Xxxxx X. Xxxxx, Esq., Senior Vice President and covering such other matters relating hereto General Counsel of Ambac Assurance, substantially in the form of Exhibit F hereto.
(viii) An opinion of XxXxxx, Xxxx & Xxxxxxx, S.C., Wisconsin special counsel to Ambac Assurance, substantially in the form of Exhibit G hereto.
(ix) An opinion of Shearman & Sterling LLP, special New York counsel for the Borrowers, substantially in the form of Exhibit H hereto.
(x) An opinion of an external counsel for the Borrowers saying that neither Borrower is an “investment company” within the meaning of the Investment Company Act of 1940, as any Lenderamended, through in form and substance satisfactory to the Administrative Agent, may reasonably request.
(vxi) A favorable An opinion of Milbank, Tweed, Xxxxxx & XxXxxxXxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.I hereto.
(bd) The Administrative Agent shall have received evidence thatpayment of all fees, prior costs and expenses due and payable by the Borrowers on the Closing Date pursuant to or simultaneously with such initial Borrowing or issuance, the Borrower shall have (i) repaid in full the outstanding principal amount of each of the outstanding "Loans" as defined in the Existing Credit Agreements together with all accrued and unpaid interest thereon, all fees payable in respect thereof and all other Credit Agreement ----------------this Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Ambac Financial Group Inc)
Conditions Precedent to Initial Borrowing. The ----------------------------------------- This Agreement (and the amendment and restatement of the Existing Credit Agreement to be effected hereby) and the obligation of each Lender to make a Loan an Advance on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of shall not become effective until the Issuing Bank to issue date on which the initial Letter of Credit (other than an Existing Letter of Credit), is subject to the following conditions precedent being satisfied on or before April 15, 1997:
(a) The Administrative Agent shall have received executed counterparts of this Agreement by each of the parties hereto and each of the following on or before April 6, 2007, each (unless otherwise specified below) dated the day of the initial Borrowing or such initial issuance the following Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the Notesitems in clauses (a), (b) and (c)) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable to the order of the Lenders, respectively.
(iia) Certified copies of (x) the charter certificate of incorporation and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing the making and approving performance by the Borrower of this Agreement and the Notestransactions contemplated hereby, and (z) all documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the NotesAgreement.
(iiib) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(ivc) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the Closing Date as to the good standing of and certificate of incorporation filed by the Borrower.
(d) A favorable opinion of Kxxxxxx Cxxxxxxxx Lxxxxxx & Hxxxxxx, L.L.P., special counsel to the Borrower's Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably requestC hereto.
(ve) A favorable opinion of Milbank, Tweed, Xxxxxx Hxxxxx & XxXxxxMxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.D hereto.
(bf) The Administrative Agent shall have received evidence that, prior to or simultaneously with such initial Borrowing or issuance, A certificate of a Responsible Officer of the Borrower shall have certifying that (i) repaid in full the outstanding principal amount no Default or Event of each Default as of the outstanding "Loans" as defined in the Existing Credit Agreements together with all accrued date thereof has occurred and unpaid interest thereonis continuing, all fees payable in respect thereof and all other Credit Agreement ----------------and
Appears in 1 contract
Samples: Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan an Advance on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is subject to the following conditions condition precedent being satisfied on or before April 15that the Administrative Agent shall have received the following, 1997each (where applicable and unless otherwise specified below) dated the Effective Date, in form and substance satisfactory to the Administrative Agent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or before the day of the initial Borrowing or such initial issuance the following in form and substance (ii) written evidence satisfactory to the Administrative Agent and (except for the Noteswhich may include telecopy or other electronic transmission of a signed signature page of this Agreement) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable to the order that such party has signed a counterpart of the Lenders, respectivelythis Agreement.
(iib) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing and approving this Agreement and the Notestransactions contemplated hereby, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the NotesAgreement.
(iiic) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(ivd) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the Closing Date as to the good standing of and charter documents filed by the Borrower.
(e) A favorable opinion of Jxxxxxxx X. Xxxxxx, Esq., counsel to the Borrower's Law Department, substantially in the form of Exhibit D C hereto.
(f) A certificate of two Responsible Officers of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and covering is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(g) Such other matters approvals, opinions and documents relating hereto to this Agreement and the transactions contemplated hereby as the Administrative Agent or any LenderLender may, through the Administrative Agent, may reasonably request.
(vh) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx, special New York counsel All fees and other amounts due and payable on or prior to the Administrative AgentEffective Date, substantially in including, to the form extent invoiced, reimbursement or payment of Exhibit E.
(b) The Administrative Agent shall have received evidence that, prior all out-of-pocket expenses required to be reimbursed or simultaneously with such initial Borrowing or issuancepaid by the Borrower hereunder. Notwithstanding the foregoing, the Borrower obligations of the Lenders to lend hereunder shall have (i) repaid in full the outstanding principal amount of not become effective unless each of the outstanding "Loans" as defined in the Existing Credit Agreements together with all accrued and unpaid interest thereonforegoing conditions is satisfied (or waived pursuant to Section 8.01) on or prior to September 15, all fees payable in respect thereof and all other Credit Agreement ----------------2007.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The ----------------------------------------- This Agreement (and the amendment and restatement of the Existing Credit Agreement to be effected hereby) and the obligation of each Lender to make a Loan an Advance on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of shall not become effective until the Issuing Bank to issue date on which the initial Letter of Credit (other than an Existing Letter of Credit), is subject to the following conditions precedent being satisfied on or before April 15, 1997:
(a) The Administrative Agent shall have received executed counterparts of this Agreement by each of the parties hereto and each of the following on or before April 6, 2007, each (unless otherwise specified below) dated the day of the initial Borrowing or such initial issuance the following Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the Notesitems in clauses (a), (b) and (c)) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable to the order of the Lenders, respectively.
(iia) Certified copies of (x) the charter certificate of incorporation and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing the making and approving performance by the Borrower of this Agreement and the Notestransactions contemplated hereby, and (z) all documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the NotesAgreement.
(iiib) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(ivc) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the Closing Date as to the good standing of and certificate of incorporation filed by the Borrower.
(d) A favorable opinion of Kxxxxxx Cxxxxxxxx Lxxxxxx & Hxxxxxx, L.L.P., special counsel to the Borrower's Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably requestC hereto.
(ve) A favorable opinion of Milbank, Tweed, Xxxxxx Hxxxxx & XxXxxxMxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.D hereto.
(bf) The Administrative Agent shall have received evidence that, prior to or simultaneously with such initial Borrowing or issuance, A certificate of a Responsible Officer of the Borrower shall have certifying that (i) repaid in full the outstanding principal amount no Default or Event of each Default as of the outstanding "Loans" date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as defined of the date thereof as if made on and as of such date.
(g) Evidence that all principal, interest and other amounts owing by the Borrower under or in respect of the Existing Credit Agreements together with all accrued and unpaid interest thereon, all fees payable Agreement shall have been (or shall simultaneously be) paid in respect thereof full and all commitments to extend credit thereunder of any Lender (as defined therein) thereunder that is not a Bank hereunder shall have been terminated, in each case in a manner satisfactory to the Administrative Agent.
(h) Notes, payable to the order of the respective Lenders that have requested the same prior to the Closing Date, duly completed and executed.
(i) Such other Credit documents relating to this Agreement ----------------and the transactions contemplated hereby as the Administrative Agent or any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is shall be subject to the following conditions precedent being satisfied that, on or before April 15a date (the "Effective Date") not later than August 8, 19972001, the Administrative Agent shall -------------- have received each of the following:
(a) The Administrative Agent shall have received on or before the day Each of the initial Borrowing or such initial issuance the following documents, which shall be in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable by the Company and any Designated Borrower to the order of the Lenders, respectively.
(ii) Certified copies of (x) the charter and by-laws of the BorrowerCompany, (y) the resolutions of the Board of Directors of the Borrower Company authorizing and approving this Agreement and the Notes, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of the BorrowerCompany's Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably request.
(v) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxxXxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.
(vi) A certificate of a senior officer of the Company to the effect that (x) the representations and warranties contained in Section 5.01 are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (y) no event has occurred and is continuing which constitutes a Default.
(b) The Confirmation that (1) the Company has paid all accrued fees and expenses of the Administrative Agent shall and the fees of the Letter of Credit Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), including without limitation all accrued but unpaid fees and expenses under the Existing Credit Agreement, to the extent the same have received evidence that, been invoiced to the Company at least two (2) Business Days prior to or simultaneously with such initial Borrowing or issuancethe Effective Date, and (2) the Borrower shall have (i) repaid Company has paid in full the outstanding principal amount of each of and interest on the outstanding "Loans" Loans and the Notes as defined in in, and all other amounts whatsoever payable under, the Existing Credit Agreements together with all accrued Agreement and unpaid interest thereon, all fees payable in respect thereof and all other Credit Agreement ----------------has terminated the Commitments as defined therein.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The ----------------------------------------- This Agreement and the obligation of each Lender to make a Loan an Advance on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, and the obligations of the each Issuing Bank to issue the initial Letter Letters of Credit (other than an Existing Letter of Credit), is subject to hereunder shall not become effective until the following conditions precedent being satisfied date on or before April 15, 1997:
(a) The which the Administrative Agent shall have received on or before the day executed counterparts of this Agreement by each of the initial Borrowing or such initial issuance parties hereto and each of the following following, each (unless otherwise specified below) dated the Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the Notesitems in clauses (a), (b) and (c)) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable to the order of the Lenders, respectively.
(iia) Certified copies of (x) the charter certificate of incorporation and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing the making and approving performance by the Borrower of this Agreement and the Notestransactions contemplated hereby, and (z) all documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the NotesAgreement.
(iiib) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(ivc) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the Closing Date as to the good standing of and certificate of incorporation filed by the Borrower.
(d) A favorable opinion of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Borrower's Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably requestC hereto.
(ve) A favorable opinion certificate of Milbanka Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, Tweedand (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(f) Notes, Xxxxxx & XxXxxx, special New York counsel payable to the order of the respective Lenders that have requested the same prior to the Closing Date, duly completed and executed.
(g) Such other documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent, substantially Agent may reasonably request and as further described in the form list of closing documents attached as Exhibit E.
(b) The E. Furthermore, the Administrative Agent shall have received evidence that, all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or simultaneously with such initial Borrowing payment of all out-of-pocket expenses required to be reimbursed or issuance, paid by the Borrower hereunder. The Administrative Agent shall have (i) repaid in full notify the outstanding principal amount of each Borrower and the Lenders of the outstanding "Loans" as defined in the Existing Credit Agreements together with all accrued Closing Date, and unpaid interest thereon, all fees payable in respect thereof such notice shall be conclusive and all other Credit Agreement ----------------binding.
Appears in 1 contract
Samples: Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
