Conditions Precedent to Loans and Letters of Credit. The agreement of each Bank to make the initial extension of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received this Agreement duly executed by the Borrower and each other party hereto. (b) The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the Responsible Officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices and other documents to be delivered by the Borrower pursuant to any such Loan Document; (ii) the operating agreement and certificate of formation of the Borrower as in effect on the date of such certification; (iii) the resolutions of the Board of Directors or equivalent thereof of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and any Notes from time to time issued hereunder and authorizing the borrowings and other transactions contemplated hereunder and (iv) that all material authorizations, approvals and consents by any Governmental Authority or other Person necessary in connection with the execution, delivery and performance of the Loan Documents and any other regulatory approvals in respect thereof required to be obtained prior to the Closing Date, have been obtained and are in full force and effect. (c) The Administrative Agent shall have received an executed legal opinion, dated the Closing Date, of (i) Bxxxx Bxxxx LLP, special counsel to the Borrower and (ii) Rxxxx Xxxxx, Esq., deputy general counsel of the Borrower. Each such legal opinion shall cover such matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent (or its counsel) shall have received a certificate dated on or about the Closing Date of the Secretary of State of the State of Texas as to the existence and good standing of the Borrower. (e) The Administrative Agent shall have received, for the benefit of the lenders under the Existing Credit Agreement, all accrued interest and fees, including any commitment fees, utilization fees and letter of credit fees, due and payable under the Existing Credit Agreement as of the Closing Date. (f) The effectiveness, substantially concurrent with the effectiveness of this Agreement, of (i) the CenterPoint Facility and (ii) the Resources Facility. (g) All governmental and third-party approvals necessary in connection with the execution, delivery and performance by the Borrower of the Loan Documents shall have been obtained and be in full force and effect. (h) The Administrative Agent shall have received all financial statements and other information as the Administrative Agent shall reasonably request, including projections and pro forma balance sheets adjusted to give effect to the financing contemplated hereby and the other financings described in clause (f) above, and such financial statements shall not, in the reasonable judgment of the Banks, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the financial statements or projections contained in the Confidential Information Memorandum. (i) Detailed consolidated projections through the 2011 fiscal year of the Borrower (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow, and projected income and a description of the underlying assumptions applicable thereto) in each case to the extent provided in the Confidential Information Memorandum. (j) The Administrative Agent shall have received all fees required to be paid on or before the Closing Date. (k) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Facility shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding.
Appears in 3 contracts
Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Inc), Credit Agreement (Centerpoint Energy Houston Electric LLC)
Conditions Precedent to Loans and Letters of Credit. The agreement of each Bank to make the initial extension of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received this Agreement duly executed by the Borrower and each other party hereto.
(b) The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the Responsible Officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices and other documents to be delivered by the Borrower pursuant to any such Loan Document; (ii) the operating agreement bylaws and certificate articles of formation incorporation of the Borrower as in effect on the date of such certification; (iii) the resolutions of the Board of Directors or equivalent thereof of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and any Notes from time to time issued hereunder and authorizing the borrowings and other transactions contemplated hereunder and (iv) that all material authorizations, approvals and consents by any Governmental Authority or other Person necessary in connection with the execution, delivery and performance of the Loan Documents and any other regulatory approvals in respect thereof required to be obtained prior to the Closing Date, have been obtained and are in full force and effect.
(c) The Administrative Agent shall have received an executed legal opinion, dated the Closing Date, of (i) Bxxxx Bxxxx LLP, special counsel to the Borrower and (ii) Rxxxx Xxxxx, Esq., deputy general counsel of the Borrower. Each such legal opinion shall cover such matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent (or its counsel) shall have received a certificate dated on or about the Closing Date of the Secretary of State of the State of Texas as to the existence and good standing of the Borrower.
(e) The Administrative Agent shall have received, for the benefit of the lenders under the Existing Credit Agreement, all accrued interest and fees, including any commitment fees, utilization fees and letter of credit fees, due and payable under the Existing Credit Agreement as of the Closing Date.
(f) The effectiveness, substantially concurrent with the effectiveness of this Agreement, of (i) the CenterPoint CEHE Facility and (ii) the Resources Facility.
(g) All governmental and third-party approvals necessary in connection with the execution, delivery and performance by the Borrower of the Loan Documents shall have been obtained and be in full force and effect.
(h) The Administrative Agent shall have received all financial statements and other information as the Administrative Agent shall reasonably request, including projections and pro forma balance sheets adjusted to give effect to the financing contemplated hereby and the other financings described in clause (f) above, and such financial statements shall not, in the reasonable judgment of the Banks, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the financial statements or projections contained in the Confidential Information Memorandum.
(i) Detailed consolidated projections through the 2011 fiscal year of the Borrower (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow, and projected income and a description of the underlying assumptions applicable thereto) in each case to the extent provided in the Confidential Information Memorandum.
(j) The Administrative Agent shall have received all fees required to be paid on or before the Closing Date.
(k) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Facility shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding.
Appears in 2 contracts
Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Inc)
Conditions Precedent to Loans and Letters of Credit. The agreement of each Bank to make the initial extension of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received (i) this Agreement duly executed by the Borrower and each other party heretoBank, (ii) the Pledge Agreement, duly executed by Utility Holding LLC and (iii) an acknowledgement and consent, in the form attached to the Pledge Agreement, duly executed by Texas Genco.
(b) The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date of the Secretary or an Assistant Secretary of each of the Borrower and Utility Holding LLC certifying (i) the names and true signatures of the Responsible Officers of the Borrower or Utility Holding, LLC, as the case may be, authorized to sign each Loan Document to which the Borrower or Utility Holding, LLC, as the case may be, is a party and the notices and other documents to be delivered by the Borrower or Utility Holding, LLC, as the case may be, pursuant to any such Loan Document; (ii) the operating agreement bylaws and certificate articles of incorporation or formation of the Borrower or Utility Holding, LLC, as the case may be, as in effect on the date of such certification; (iii) the resolutions of the Board of Directors or equivalent thereof of the Borrower or Utility Holding, LLC, as the case may be, approving and authorizing the execution, delivery and performance by the Borrower or Utility Holding, LLC, as the case may be, of each Loan Document to which it is a party and and, in the case of the Borrower only, any Notes from time to time issued hereunder and and, in the case of the Borrower only, authorizing the borrowings and other transactions contemplated hereunder and (iv) that all material authorizations, approvals and consents by any Governmental Authority or other Person necessary in connection with the execution, delivery and performance of the Loan Documents and any other regulatory approvals in respect thereof required to be obtained prior to the Closing Date, have been obtained and are in full force and effect.
(c) The Administrative Agent shall have received an executed legal opinion, dated the Closing Date, of (i) Bxxxx Bxxxx Xxxxx Xxxxx LLP, special counsel to the Borrower and (ii) Rxxxx Xxxxx Xxxxx, Esq., deputy general counsel of the Borrower. Each such Such legal opinion opinions shall cover such matters incident to the transactions contemplated by the Loan Documents this Agreement as the Administrative Agent may reasonably require and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent (or its counsel) shall have received a certificate certificates dated on or about the Closing Date of (A) the Secretary of State of the State of Texas as to the existence and good standing of the BorrowerBorrower and (B) the Secretary of State of Delaware as to the existence and good standing of Utility Holding LLC.
(e) The Administrative Agent shall have receivedreceived satisfactory evidence that the Existing Credit Agreement shall concurrently be terminated and all amounts owing thereunder shall concurrently be paid or refinanced in full, and the Borrower shall have delivered such documentation with respect thereto as the Administrative Agent shall reasonably request.
(f) The Administrative Agent shall have received certificates representing the Texas Genco Stock, together with corresponding undated stock powers executed in blank.
(g) Each document (including any Uniform Commercial Code financing statement) required by the Pledge Agreement or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the lenders under Banks, a perfected Lien on the Existing Credit AgreementCollateral described therein, all accrued interest prior and feessuperior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.2(b), including any commitment feesshall be in proper form for filing, utilization fees and letter of credit fees, due and payable under the Existing Credit Agreement as of the Closing Dateregistration or recordation.
(fh) The effectivenessAdministrative Agent shall have received the results of a recent lien search in each of the States of Delaware and Texas, substantially concurrent with and such search shall reveal no liens on the effectiveness of this Agreement, of (i) Texas Genco Stock except for Liens discharged on or prior to the CenterPoint Facility and (ii) Closing Date pursuant to documentation satisfactory to the Resources FacilityAdministrative Agent.
(gi) All governmental and third-party approvals necessary in connection with (i) the execution, delivery and performance by the Borrower of the Loan Documents this Agreement shall have been obtained and be in full force and effecteffect and (ii) the execution, delivery and performance by Utility Holding, LLC, including without limitation receipt of an order from the SEC.
(hj) The Administrative Agent Banks shall have received all financial statements and other information as (i) the Administrative Agent shall reasonably request, including projections and pro forma consolidated balance sheets adjusted to give sheet of the Borrower and its Subsidiaries after giving effect to the financing transaction contemplated hereby to occur on or before the Closing Date, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the other financings described in 2002 fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the financial statements delivered pursuant to clause (fii) aboveof this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Banks, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the financial statements or projections contained in the Confidential Information Memorandum.
(ik) Detailed A detailed consolidated projections budget through the 2011 2007 fiscal year of the Borrower (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto) in each case to the extent provided in the Confidential Information Memorandum.;
(jl) The Administrative Agent shall have received all fees required to be paid on or before the Closing Date.
(km) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Facility shall be in form and substance reasonably satisfactory to the Administrative Agent.
(n) The Administrative Agent shall have received such other customary supporting documents as the Administrative Agent or the Banks, through the Administrative Agent, may reasonably request. The Administrative Agent shall notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions Precedent to Loans and Letters of Credit. The agreement of each Bank to make the initial extension of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received this Agreement duly executed by the Borrower and each other party heretoBank.
(b) The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the Responsible Officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices and other documents to be delivered by the Borrower pursuant to any such Loan Document; (ii) the operating agreement bylaws and certificate articles of formation incorporation of the Borrower as in effect on the date of such certification; (iii) the resolutions of the Board of Directors or equivalent thereof of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and any Notes from time to time issued hereunder and authorizing the borrowings and other transactions contemplated hereunder and (iv) that all material authorizations, approvals and consents by any Governmental Authority or other Person necessary in connection with the execution, delivery and performance of the Loan Documents and any other regulatory approvals in respect thereof required to be obtained prior to the Closing Date, have been obtained and are in full force and effect.
(c) The Administrative Agent shall have received an executed legal opinion, dated the Closing Date, of (i) Bxxxx Bxxxx Baker Botts LLP, special counsel to the Borrower and (ii) Rxxxx XxxxxRuxxx Xcxxx, Esq., deputy general counsel of the Borrower. Each such legal Exxx xxxx xxgal opinion shall cover such matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent (or its counsel) shall have received a certificate dated on or about the Closing Date of the Secretary of State of the State of Texas as to the existence and good standing of the Borrower.
(e) The Administrative Agent shall have received, for the benefit of the lenders under the Existing Credit Agreement, all accrued interest and fees, including any commitment fees, utilization fees and letter of credit fees, due and payable under received satisfactory evidence that (i) the Existing Credit Agreement shall concurrently be terminated and all amounts owing thereunder shall concurrently be paid or refinanced in full and (ii) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith, and the Borrower shall have delivered such documentation with respect to the foregoing as of the Closing DateAdministrative Agent shall reasonably request.
(f) The effectiveness, substantially concurrent with the effectiveness of this Agreement, of (i) the $200,000,000 credit facility arranged by J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., xx xxxxxl coordinators, for CenterPoint Facility Electric and (ii) the Resources FacilityCEHE Backstop Agreement.
(g) All governmental and third-party approvals necessary in connection with the execution, delivery and performance by the Borrower of the Loan Documents shall have been obtained and be in full force and effect, including without limitation receipt of a financing order from the SEC.
(h) The Administrative Agent shall have received all financial statements and other information as the Administrative Agent shall reasonably request, including projections and pro forma balance sheets adjusted to give effect to the financing contemplated hereby and the other financings described in clause (f) above, and such financial statements shall not, in the reasonable judgment of the Banks, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the financial statements or projections contained in the Confidential Information Memorandum.
(i) Detailed consolidated projections through the 2011 2007 fiscal year of the Borrower (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto) in each case to the extent provided in the Confidential Information Memorandum.
(j) The Administrative Agent shall have received all fees required to be paid on or before the Closing Date.
(k) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Facility shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC)
Conditions Precedent to Loans and Letters of Credit. The agreement obligation of each the Bank to issue any Letter of Credit, if applicable, or to make the initial extension of credit requested any loan under or pursuant to this Agreement shall be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:
(a) The Administrative Agent (or its counsel) a. Borrower shall have received this Agreement duly executed by the Borrower and each delivered to Bank, or caused to have been executed and delivered to Bank, all such instruments, agreements, certificates, opinions, financial statements, appraisals, evidence of title, evidence of insurance, environmental audits, and other party hereto.
(b) The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the Responsible Officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices information and other documents to be delivered by as the Borrower pursuant to any such Loan Document; (ii) the operating agreement Bank shall require, and certificate of formation all of the Borrower as in effect on the date of such certification; (iii) the resolutions of the Board of Directors or equivalent thereof of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and any Notes from time to time issued hereunder and authorizing the borrowings and other transactions contemplated hereunder and (iv) that all material authorizations, approvals and consents by any Governmental Authority or other Person necessary in connection with the execution, delivery and performance of the Loan Documents and any other regulatory approvals in respect thereof required to be obtained prior to the Closing Date, have been obtained and are in full force and effect.
(c) The Administrative Agent foregoing shall have received an executed legal opinion, dated the Closing Date, of (i) Bxxxx Bxxxx LLP, special counsel to the Borrower and (ii) Rxxxx Xxxxx, Esq., deputy general counsel of the Borrower. Each such legal opinion shall cover such matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require and shall otherwise be in form and substance reasonably satisfactory content acceptable to the Administrative Agent.
(d) The Administrative Agent (or its counsel) Bank and all instruments and agreements shall have received a certificate dated on or about the Closing Date of the Secretary of State of the State of Texas as to the existence and good standing of the Borrower.
(e) The Administrative Agent shall have received, for the benefit of the lenders under the Existing Credit Agreement, all accrued interest and fees, including any commitment fees, utilization fees and letter of credit fees, due and payable under the Existing Credit Agreement as of the Closing Date.
(f) The effectiveness, substantially concurrent with the effectiveness of this Agreement, of (i) the CenterPoint Facility and (ii) the Resources Facility.
(g) All governmental and third-party approvals necessary in connection with the execution, delivery and performance by the Borrower of the Loan Documents shall have been obtained and be in full force and effect and binding and enforceable obligations of Borrower and, to the extent that it is a party thereto or otherwise bound thereby, of each other Person who may be a party thereto or bound thereby including without limitation: (i) evidence of existence, good standing, qualification to conduct business and authority for each Loan Party and signatory on behalf of each Loan Party; (ii) all notes, guaranties, security agreements, mortgages, deeds of trust, pledge agreements, assignments, financing statements and other documents requested by Bank to evidence the Indebtedness or to create, protect or perfect Liens upon the Collateral required by Bank as security for the Indebtedness and to accord Bank a perfected security position in the Collateral, subject only to Permitted Encumbrances; (iii) a guaranty agreement from each Guarantor required by Bank; (iv) such other documents or agreements of security, assurances of Loan Document validity, legality and enforceability, and appropriate assurances of validity, perfection and priority of Lien as Bank may request, and Bank shall have received proof that appropriate security agreements, financing statements, mortgages, deeds of trust, collateral and other documents covering the Collateral shall have been executed and delivered by the appropriate Persons and recorded or filed in such jurisdictions and such other steps shall have been taken as necessary to perfect and protect, subject only to Permitted Encumbrances, the Liens granted thereby.
b. All actions, proceedings, instruments and documents required to carry out the borrowings and transactions contemplated by this Agreement or any other Loan Document or incidental thereto, and all other related legal matters, shall have been satisfactory to and approved by Bank.
c. Each Loan Party shall have performed and complied with all agreements and conditions contained in the Loan Documents applicable to it and which are then in effect.
(h) The Administrative Agent d. Each of the representations and warranties of each Loan Party under any Loan Document shall be true and correct in all material respects as if made on each loan disbursement date.
e. No Default or Event of Default shall have received all financial statements occurred and other information as the Administrative Agent be continuing; there shall reasonably request, including projections and pro forma balance sheets adjusted to give effect to the financing contemplated hereby and the other financings described in clause (f) above, and such financial statements shall not, in the reasonable judgment of the Banks, reflect any have been no material adverse change in the consolidated condition (financial condition or otherwise), properties, business, or operations of any Loan Party since the Borrower and its Subsidiaries, as reflected in date of the financial statements or projections contained in the Confidential Information Memorandum.
(i) Detailed consolidated projections through the 2011 fiscal year of the Borrower (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow, and projected income and a description of the underlying assumptions applicable thereto) in each case most recently delivered to Bank prior to the extent provided in the Confidential Information Memorandum.
(j) The Administrative Agent date of this Agreement; and no provision of law, any order of any Governmental Authority, or any regulation, rule or interpretation thereof, shall have received all fees required to be paid had any Material Adverse Effect on the validity or before the Closing Dateenforceability of any Loan Document.
(k) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Facility shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Samples: Credit Agreement (Abatix Corp)
Conditions Precedent to Loans and Letters of Credit. The agreement of each Bank to make the initial extension of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received this Agreement duly executed by the Borrower and each other party heretoBank.
(b) The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the Responsible Officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices and other documents to be delivered by the Borrower pursuant to any such Loan Document; (ii) the operating agreement bylaws and certificate articles of formation incorporation of the Borrower as in effect on the date of such certification; (iii) the resolutions of the Board of Directors or equivalent thereof of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and any Notes from time to time issued hereunder and authorizing the borrowings and other transactions contemplated hereunder and (iv) that all material authorizations, approvals and consents by any Governmental Authority or other Person necessary in connection with the execution, delivery and performance of the Loan Documents and any other regulatory approvals in respect thereof required to be obtained prior to the Closing Date, have been obtained and are in full force and effect.
(c) The Administrative Agent shall have received an executed legal opinion, dated the Closing Date, of (i) Bxxxx Bxxxx Xxxxx Xxxxx LLP, special counsel to the Borrower and (ii) Rxxxx Xxxxx Xxxxx, Esq., deputy general counsel of the Borrower. Each such legal opinion shall cover such matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent (or its counsel) shall have received a certificate dated on or about the Closing Date of the Secretary of State of the State of Texas as to the existence and good standing of the Borrower.
(e) The Administrative Agent shall have received, for the benefit of the lenders under the Existing Credit Agreement, all accrued interest and fees, including any commitment fees, utilization fees and letter of credit fees, due and payable under the Existing Credit Agreement as of the Closing Date.
(f) The effectiveness, substantially concurrent with the effectiveness of this Agreement, of (i) the CenterPoint CEHE Facility and (ii) the Resources Facility.
(g) All governmental and third-party approvals necessary in connection with the execution, delivery and performance by the Borrower of the Loan Documents shall have been obtained and be in full force and effect.
(h) The Administrative Agent shall have received all financial statements and other information as the Administrative Agent shall reasonably request, including projections and pro forma balance sheets adjusted to give effect to the financing contemplated hereby and the other financings described in clause (f) above, and such financial statements shall not, in the reasonable judgment of the Banks, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the financial statements or projections contained in the Confidential Information Memorandum.
(i) Detailed consolidated projections through the 2011 2010 fiscal year of the Borrower (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow, and projected income and a description of the underlying assumptions applicable thereto) in each case to the extent provided in the Confidential Information Memorandum.
(j) The Administrative Agent shall have received all fees required to be paid on or before the Closing Date.
(k) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Facility shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC)
Conditions Precedent to Loans and Letters of Credit. The agreement of each Bank to make the initial extension of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received this Agreement duly executed by the Borrower and each other party heretoBank.
(b) The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the Responsible Officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices and other documents to be delivered by the Borrower pursuant to any such Loan Document; (ii) the operating agreement and certificate of formation of the Borrower as in effect on the date of such certification; (iii) the resolutions of the Board of Directors or equivalent thereof of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and any Notes from time to time issued hereunder and authorizing the borrowings and other transactions contemplated hereunder and (iv) that all material authorizations, approvals and consents by any Governmental Authority or other Person necessary in connection with the execution, delivery and performance of the Loan Documents and any other regulatory approvals in respect thereof required to be obtained prior to the Closing Date, have been obtained and are in full force and effect.
(c) The Administrative Agent shall have received an executed legal opinion, dated the Closing Date, of (i) Bxxxx Bxxxx Baker Botts LLP, special counsel to the Borrower and (ii) Rxxxx XxxxxRuxxx Xcxxx, Esq., deputy general counsel of the Borrower. Each such legal Exxx xxxx xxgal opinion shall cover such matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent (or its counsel) shall have received a certificate dated on or about the Closing Date of the Secretary of State of the State of Texas as to the existence and good standing of the Borrower.
(e) The Administrative Agent shall have received, received satisfactory evidence that (i) the Existing CenterPoint Credit Agreement shall concurrently be terminated and all amounts owing thereunder shall concurrently be paid or refinanced in full and (ii) satisfactory arrangements shall have been made for the benefit termination of all Liens granted in connection therewith, and the lenders under Borrower shall have delivered such documentation with respect to the Existing Credit Agreement, all accrued interest and fees, including any commitment fees, utilization fees and letter of credit fees, due and payable under foregoing as the Existing Credit Agreement as of the Closing DateAdministrative Agent shall reasonably request.
(f) The effectiveness, substantially concurrent with the effectiveness of this Agreement, of (i) the $1,000,000,000 credit facility arranged by J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., xx xxxxxl coordinators, for CenterPoint Facility and (ii) the Resources FacilityCEHE Backstop Agreement.
(g) All governmental and third-party approvals necessary in connection with the execution, delivery and performance by the Borrower of the Loan Documents shall have been obtained and be in full force and effect, including without limitation receipt of a financing order from the SEC.
(h) The Administrative Agent shall have received all financial statements and other information as the Administrative Agent shall reasonably request, including projections and pro forma balance sheets adjusted to give effect to the financing contemplated hereby and the other financings described in clause (f) above, and such financial statements shall not, in the reasonable judgment of the Banks, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the financial statements or projections contained in the Confidential Information Memorandum.
(i) Detailed consolidated projections through the 2011 fiscal year of the Borrower (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow, and projected income and a description of the underlying assumptions applicable thereto) in each case to the extent provided in the Confidential Information Memorandum.
(j) The Administrative Agent shall have received all fees required to be paid on or before the Closing Date.
(kj) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Facility shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC)
Conditions Precedent to Loans and Letters of Credit. The agreement obligation of each the Bank to issue any Letter of Credit, if applicable, or to make the initial extension of credit requested any loan under or pursuant to this Agreement shall be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:
(a) The Administrative Agent (or its counsel) a. Borrower shall have received this Agreement duly executed by the Borrower and each delivered to Bank, or caused to have been executed and delivered to Bank, all such instruments, agreements, certificates, opinions, financial statements, appraisals, evidence of title, evidence of insurance, environmental audits, and other party hereto.
(b) The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the Responsible Officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices information and other documents to be delivered by as the Borrower pursuant to any such Loan Document; (ii) the operating agreement Bank shall require, and certificate of formation all of the Borrower as in effect on the date of such certification; (iii) the resolutions of the Board of Directors or equivalent thereof of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and any Notes from time to time issued hereunder and authorizing the borrowings and other transactions contemplated hereunder and (iv) that all material authorizations, approvals and consents by any Governmental Authority or other Person necessary in connection with the execution, delivery and performance of the Loan Documents and any other regulatory approvals in respect thereof required to be obtained prior to the Closing Date, have been obtained and are in full force and effect.
(c) The Administrative Agent foregoing shall have received an executed legal opinion, dated the Closing Date, of (i) Bxxxx Bxxxx LLP, special counsel to the Borrower and (ii) Rxxxx Xxxxx, Esq., deputy general counsel of the Borrower. Each such legal opinion shall cover such matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require and shall otherwise be in form and substance reasonably satisfactory content acceptable to the Administrative Agent.
(d) The Administrative Agent (or its counsel) Bank and all instruments and agreements shall have received a certificate dated on or about the Closing Date of the Secretary of State of the State of Texas as to the existence and good standing of the Borrower.
(e) The Administrative Agent shall have received, for the benefit of the lenders under the Existing Credit Agreement, all accrued interest and fees, including any commitment fees, utilization fees and letter of credit fees, due and payable under the Existing Credit Agreement as of the Closing Date.
(f) The effectiveness, substantially concurrent with the effectiveness of this Agreement, of (i) the CenterPoint Facility and (ii) the Resources Facility.
(g) All governmental and third-party approvals necessary in connection with the execution, delivery and performance by the Borrower of the Loan Documents shall have been obtained and be in full force and effect and binding and enforceable obligations of Borrower and, to the extent that it is a party thereto or otherwise bound thereby, of each other Person who may be a party thereto or bound thereby including without limitation: (i) evidence of existence, good standing, qualification to conduct business and authority for each Loan Party and signatory on behalf of each Loan Party; (ii) all notes, guaranties, security agreements, mortgages, deeds of trust, pledge agreements, assignments, financing statements and other documents requested by Bank to evidence the Indebtedness or to create, protect or perfect Liens upon the Collateral required by Bank as security for the Indebtedness and to accord Bank a perfected security position in the Collateral, subject only to Permitted Encumbrances; (iii) a guaranty agreement from each Guarantor required by Bank; (iv) such other documents or agreements of security, assurances of Loan Document validity, legality and enforceability, and appropriate assurances of validity, perfection and priority of Lien as Bank may request, and Bank shall have received proof that appropriate security agreements, financing statements, mortgages, deeds of trust, collateral and other documents covering the Collateral shall have been executed and delivered by the appropriate Persons and recorded or filed in such jurisdictions and such other steps shall have been taken as necessary to perfect and protect, subject only to Permitted Encumbrances, the Liens granted thereby.
b. All actions, proceedings, instruments and documents required to carry out the borrowings and transactions contemplated by this Agreement or any other Loan Document or incidental thereto, and all other related legal matters, shall have been satisfactory to and approved by Bank.
c. Each Loan Party shall have performed and complied with all agreements and conditions contained in the Loan Documents applicable to it and which are then in effect.
(h) The Administrative Agent d. Each of the representations and warranties of each Loan Party under any Loan Document shall be true and correct in all material respects as if made on each loan disbursement date.
e. No Default or Event of Default shall have received all financial statements occurred and other information as the Administrative Agent be continuing; there shall reasonably request, including projections and pro forma balance sheets adjusted to give effect to the financing contemplated hereby and the other financings described in clause (f) above, and such financial statements shall not, in the reasonable judgment of the Banks, reflect any have been no material adverse change in the consolidated condition (financial condition or otherwise), properties, business, or operations of any Loan Party since the Borrower and its Subsidiaries, as reflected in date of the financial statements most recently delivered to Bank prior to the date of this Agreement; and no provision of law, any order of any Governmental Authority, or projections contained in any regulation, rule or interpretation thereof, shall have had any Material Adverse Effect on the Confidential Information Memorandumvalidity or enforceability of any Loan Document.
(i) Detailed consolidated projections through the 2011 fiscal year f. Bank must have reviewed and be satisfied with Borrower’s Take or Pay Agreements covering any Inventory that Borrower desires to include as being subject to a Take or Pay Agreement on any Borrowing Base Report.
g. No later than January 20, 2013, Bank shall have received written landlord subordination agreements covering each leased location where any Collateral or any of the Borrower (including a projected consolidated balance sheet of the Borrower Borrower’s books and its Subsidiaries as of the end of each such fiscal yearrecords are located, the related consolidated statements of projected cash flow, and projected income and a description of the underlying assumptions applicable thereto) in each case fully executed by the respective landlord and having such terms as are acceptable to the extent provided Bank in the Confidential Information Memorandumits sole discretion. Failure to deliver timely such landlord subordination agreements will constitute an Event of Default hereunder.
(j) The Administrative Agent shall have received all fees required to be paid on or before the Closing Date.
(k) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Facility shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions Precedent to Loans and Letters of Credit. The agreement obligation of each the Bank to issue any Letter of Credit, if applicable, or to make the initial extension of credit requested any loan under or pursuant to this Agreement shall be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:
(a) The Administrative Agent (or its counsel) a. Borrower shall have received this Agreement duly executed by the Borrower and each delivered to Bank, or caused to have been executed and delivered to Bank, all such instruments, agreements, certificates, opinions, financial statements, appraisals, evidence of title, evidence of insurance, environmental audits, and other party hereto.
(b) The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the Responsible Officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices information and other documents to be delivered by as the Borrower pursuant to any such Loan Document; (ii) the operating agreement Bank shall require, and certificate of formation all of the Borrower as in effect on the date of such certification; (iii) the resolutions of the Board of Directors or equivalent thereof of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and any Notes from time to time issued hereunder and authorizing the borrowings and other transactions contemplated hereunder and (iv) that all material authorizations, approvals and consents by any Governmental Authority or other Person necessary in connection with the execution, delivery and performance of the Loan Documents and any other regulatory approvals in respect thereof required to be obtained prior to the Closing Date, have been obtained and are in full force and effect.
(c) The Administrative Agent foregoing shall have received an executed legal opinion, dated the Closing Date, of (i) Bxxxx Bxxxx LLP, special counsel to the Borrower and (ii) Rxxxx Xxxxx, Esq., deputy general counsel of the Borrower. Each such legal opinion shall cover such matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require and shall otherwise be in form and substance reasonably satisfactory content acceptable to the Administrative Agent.
(d) The Administrative Agent (or its counsel) Bank and all instruments and agreements shall have received a certificate dated on or about the Closing Date of the Secretary of State of the State of Texas as to the existence and good standing of the Borrower.
(e) The Administrative Agent shall have received, for the benefit of the lenders under the Existing Credit Agreement, all accrued interest and fees, including any commitment fees, utilization fees and letter of credit fees, due and payable under the Existing Credit Agreement as of the Closing Date.
(f) The effectiveness, substantially concurrent with the effectiveness of this Agreement, of (i) the CenterPoint Facility and (ii) the Resources Facility.
(g) All governmental and third-party approvals necessary in connection with the execution, delivery and performance by the Borrower of the Loan Documents shall have been obtained and be in full force and effect and binding and enforceable obligations of Borrower and, to the extent that it is a party thereto or otherwise bound thereby, of each other Person who may be a party thereto or bound thereby including without limitation: (i) evidence of existence, good standing, qualification to conduct business and authority for each Loan Party and signatory on behalf of each Loan Party; (ii) all notes, guaranties, security agreements, mortgages, deeds of trust, pledge agreements, assignments, financing statements and other documents requested by Bank to evidence the Indebtedness or to create, protect or perfect Liens upon the Collateral required by Bank as security for the Indebtedness and to accord Bank a perfected security position in the Collateral, subject only to Permitted Encumbrances;; (iii) a guaranty agreement from each Guarantor required by Bank; (iv) such other documents or agreements of security, assurances of Loan Document validity, legality and enforceability, and appropriate assurances of validity, perfection and priority of Lien as Bank may request, and Bank shall have received proof that appropriate security agreements, financing statements, mortgages, deeds of trust, collateral and other documents covering the Collateral shall have been executed and delivered by the appropriate Persons and recorded or filed in such jurisdictions and such other steps shall have been taken as necessary to perfect and protect, subject only to Permitted Encumbrances, the Liens granted thereby.
b. All actions, proceedings, instruments and documents required to carry out the borrowings and transactions contemplated by this Agreement or any other Loan Document or incidental thereto, and all other related legal matters, shall have been satisfactory to and approved by Bank.
c. Each Loan Party shall have performed and complied with all agreements and conditions contained in the Loan Documents applicable to it and which are then in effect.
(h) The Administrative Agent d. Each of the representations and warranties of each Loan Party under any Loan Document shall be true and correct in all material respects as if made on each loan disbursement date.
e. No Default or Event of Default shall have received all financial statements occurred and other information as the Administrative Agent be continuing; there shall reasonably request, including projections and pro forma balance sheets adjusted to give effect to the financing contemplated hereby and the other financings described in clause (f) above, and such financial statements shall not, in the reasonable judgment of the Banks, reflect any have been no material adverse change in the consolidated condition (financial condition or otherwise), properties, business, or operations of any Loan Party since the Borrower and its Subsidiaries, as reflected in date of the financial statements or projections contained in the Confidential Information Memorandum.
(i) Detailed consolidated projections through the 2011 fiscal year of the Borrower (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow, and projected income and a description of the underlying assumptions applicable thereto) in each case most recently delivered to Bank prior to the extent provided in the Confidential Information Memorandum.
(j) The Administrative Agent date of this Agreement; and no provision of law, any order of any Governmental Authority, or any regulation, rule or interpretation thereof, shall have received all fees required to be paid had any Material Adverse Effect on the validity or before the Closing Dateenforceability of any Loan Document.
(k) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Facility shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions Precedent to Loans and Letters of Credit. The agreement obligation of each Bank Lenders to make the initial extension Loans or of credit requested Issuing Bank to be made by it issue the Letters of Credit hereunder is subject to the satisfactionsatisfaction of, or waiver of, immediately prior to or concurrently with the making of such extension Loan or the issuance of credit on the Closing Date, such Letter of Credit of each of the following conditions precedent:
(a) The Administrative all requisite corporate or other organizational action and proceedings in connection with this Agreement and the other Financing Agreements shall be reasonably satisfactory in form and substance to Agent, and Agent (or its counsel) shall have received this Agreement duly executed all information and copies of all documents, including records of requisite corporate action and proceedings which Agent may have requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate officers or Governmental Authority (and including a copy of the certificate of incorporation or equivalent organizational document of each Borrower and Guarantor certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete name of such Borrower or Guarantor as is set forth herein and such document as shall set forth the organizational identification number of each other party hereto.Borrower or Guarantor, if one is issued in its jurisdiction of incorporation or formation, as the case may be);
(b) The Administrative Agent (or its counsel) no material adverse change shall have received a certificate dated as occurred in the assets, business or prospects of the Closing Date of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the Responsible Officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices and other documents to be delivered by the Borrower pursuant to any such Loan Document; (ii) the operating agreement and certificate of formation of the Borrower as in effect on Borrowers since the date of such certification; the latest financial statements of Parent and its Subsidiaries received by Agent (iiiit being agreed that a Delisting Event shall not constitute a material adverse change) the resolutions and no change or event shall have occurred which has or has a reasonable likelihood of the Board of Directors or equivalent thereof of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is having a party and any Notes from time to time issued hereunder and authorizing the borrowings and other transactions contemplated hereunder and (iv) that all material authorizations, approvals and consents by any Governmental Authority or other Person necessary in connection with the execution, delivery and performance of the Loan Documents and any other regulatory approvals in respect thereof required to be obtained prior to the Closing Date, have been obtained and are in full force and effect.Material Adverse Effect;
(c) The Administrative Agent shall have received an executed legal opinion, dated the Closing Date, of (i) Bxxxx Bxxxx LLP, special counsel to the Borrower and (ii) Rxxxx Xxxxx, Esq., deputy general counsel of the Borrower. Each such legal opinion shall cover such matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent (or its counsel) shall have received a certificate dated on or about the Closing Date of the Secretary of State of the State of Texas as to the existence and good standing of the Borrower.
(e) The Administrative Agent shall have received, in form and substance satisfactory to Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including, without limitation, Collateral Access Agreements; provided, that, the failure to deliver a Collateral Access Agreement as to a specific leased location shall not be a condition to closing, so long as all other conditions are met after giving effect to any Reserves established by Agent in respect of amounts due or to become due to the owner or lessor thereof as provided for in the definition of Eligible Inventory herein;
(d) Agent shall have received, in form and substance satisfactory to Agent, Deposit Account Control Agreements by and among Agent, each Borrower and Guarantor, as the case may be and each bank where such Borrower (or Guarantor) has a deposit account (but not accounts used by any Borrower or Guarantor for the benefit payment of payroll and/or payroll taxes), in each case, duly authorized, executed and delivered by such bank and Borrower or Guarantor, as the case may be (or Agent shall be the bank’s customer with respect to such deposit account as Agent may specify);
(e) Agent shall have received evidence, in form and substance satisfactory to Agent, that Agent has a valid perfected first priority security interest in all of the lenders under Collateral located in the Existing Credit AgreementUnited States and valid, all accrued perfected first priority security interest in and fees, including any commitment fees, utilization fees and letter of credit fees, due and payable under first ranking liens upon the Existing Credit Agreement as of the Closing Date.Collateral located in Canada;
(f) The effectiveness, substantially concurrent with the effectiveness of this Agreement, of (i) the CenterPoint Facility and (ii) the Resources Facility.
(g) All governmental and third-party approvals necessary in connection with the execution, delivery and performance by the Borrower of the Loan Documents shall have been obtained and be in full force and effect.
(h) The Administrative Agent shall have received and reviewed lien and judgment search results for the jurisdiction of organization of each Borrower and Guarantor, all financial statements jurisdictions in which each Borrower and other information as the Administrative Agent shall reasonably request, including projections Guarantor maintains an office and pro forma balance sheets adjusted to give effect to the financing contemplated hereby and the other financings described all jurisdictions in clause (f) above, and such financial statements shall not, which any Collateral in the reasonable judgment record name of the Banksany Borrower or Guarantor is located, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the financial statements or projections contained in the Confidential Information Memorandum.
(i) Detailed consolidated projections through the 2011 fiscal year of the Borrower (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow, and projected income and a description of the underlying assumptions applicable thereto) in each case to the extent provided in the Confidential Information Memorandum.
(j) The Administrative Agent shall have received all fees required to be paid on or before the Closing Date.
(k) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Facility which search results shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative ;
(g) Agent shall notify have received evidence of insurance and loss payee endorsements required hereunder and under the Borrower other Financing Agreements, in form and the Banks of the Closing Datesubstance satisfactory to Agent, and certificates of insurance policies and/or endorsements naming Agent as loss payee, additional insured and mortgagee;
(h) Agent shall have received, in form and substance satisfactory to Agent, such notice opinion letters of counsel to Borrowers and Guarantors with respect to the Financing Agreements and such other matters as Agent may request (and including opinion letters of counsel to Borrowers and Guarantors qualified in the United States and Canada); and
(i) the other Financing Agreements and all instruments and documents hereunder and thereunder shall be conclusive have been duly executed and bindingdelivered to Agent, in form and substance satisfactory to Agent.
Appears in 1 contract
Conditions Precedent to Loans and Letters of Credit. The agreement of each Bank to make the initial extension of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received this Agreement duly executed by the Borrower and each other party heretoBank.
(b) The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the Responsible Officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices and other documents to be delivered by the Borrower pursuant to any such Loan Document; (ii) the operating agreement and certificate of formation of the Borrower as in effect on the date of such certification; (iii) the resolutions of the Board of Directors or equivalent thereof of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and any Notes from time to time issued hereunder and authorizing the borrowings and other transactions contemplated hereunder and (iv) that all material authorizations, approvals and consents by any Governmental Authority or other Person necessary in connection with the execution, delivery and performance of the Loan Documents and any other regulatory approvals in respect thereof required to be obtained prior to the Closing Date, have been obtained and are in full force and effect.
(c) The Administrative Agent shall have received an executed legal opinion, dated the Closing Date, of (i) Bxxxx Bxxxx Xxxxx Xxxxx LLP, special counsel to the Borrower and (ii) Rxxxx Xxxxx Xxxxx, Esq., deputy general counsel of the Borrower. Each such legal opinion shall cover such matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent (or its counsel) shall have received a certificate dated on or about the Closing Date of the Secretary of State of the State of Texas as to the existence and good standing of the Borrower.
(e) The Administrative Agent shall have received, for the benefit of the lenders under the Existing Credit Agreement, all accrued interest and fees, including any commitment fees, utilization fees and letter of credit fees, due and payable under the Existing Credit Agreement as of the Closing Date.
(f) The effectiveness, substantially concurrent with the effectiveness of this Agreement, of (i) the CenterPoint Facility and (ii) the Resources Facility.
(g) All governmental and third-party approvals necessary in connection with the execution, delivery and performance by the Borrower of the Loan Documents shall have been obtained and be in full force and effect.
(h) The Administrative Agent shall have received all financial statements and other information as the Administrative Agent shall reasonably request, including projections and pro forma balance sheets adjusted to give effect to the financing contemplated hereby and the other financings described in clause (f) above, and such financial statements shall not, in the reasonable judgment of the Banks, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the financial statements or projections contained in the Confidential Information Memorandum.
(i) Detailed consolidated projections through the 2011 2010 fiscal year of the Borrower (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow, and projected income and a description of the underlying assumptions applicable thereto) in each case to the extent provided in the Confidential Information Memorandum.
(j) The Administrative Agent shall have received all fees required to be paid on or before the Closing Date.
(k) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Facility shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC)
Conditions Precedent to Loans and Letters of Credit. The agreement of each Bank to make the initial extension of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:
(ai) The Administrative Agent (or its counsel) shall have received this Agreement duly executed signed by the Borrower and each other party heretoBank.
(bii) The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the Responsible Officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices and other documents to be delivered by the Borrower pursuant to any such Loan Document; (ii) the operating agreement bylaws and certificate articles of formation incorporation of the Borrower as in effect on the date of such certification; (iii) the resolutions of the Board of Directors or equivalent thereof of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and any Notes from time to time issued hereunder and authorizing the borrowings and other transactions contemplated hereunder and (iv) that all material authorizations, approvals and consents by any Governmental Authority or other Person necessary in connection with the execution, delivery and performance of the Loan Documents and any other regulatory approvals in respect thereof required to be obtained prior to the Closing Date, have been obtained and are in full force and effect.
(ciii) The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date of a Responsible Officer of the Borrower certifying that, as of the Closing Date and except as disclosed on Schedule 6.1, the Borrower owns, directly or indirectly through one or more of its Subsidiaries, all of the outstanding Capital Stock of each of its Significant Subsidiaries, free and clear of any Liens.
(iv) The Administrative Agent shall have received an executed legal opinion, dated the Closing Date, of (i) Bxxxx Bxxxx Baker Botts LLP, special counsel to the Borrower and (ii) Rxxxx Xxxxx, Esq., deputy general such othex xxxcxxx xnd local counsel of as may be required by the BorrowerAdministrative Agent. Each such legal opinion shall cover such matters incident to the transactions contemplated by the Loan Documents this Agreement as the Administrative Agent may reasonably require and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent.
(dv) The Administrative Agent (or its counsel) shall have received a certificate certificates dated on or about the Closing Date of the Secretary of State of the State of Texas as to the existence and good standing of the Borrower.
(evi) Consummation of the distribution of all of the Common Stock of Reliant Resources, Inc. owned by the Borrower to shareholders of the Borrower, as contemplated by the SEC in respect thereof and otherwise as previously disclosed to the Banks.
(vii) The Borrower shall have received $450,000,000 from CenterPoint Electric.
(viii) CenterPoint Electric shall have received gross proceeds of at least $850,000,000 under the Bridge Facility and/or from issuance of bonds in the capital markets.
(ix) The Administrative Agent shall have received, for the benefit of the lenders under received satisfactory evidence that the Existing Credit Agreement, all accrued interest Facilities shall have been replaced in their entirety with the Facilities and fees, including any commitment fees, utilization fees and letter of credit fees, due and payable under the Existing Credit Agreement as of the Closing DateAgreements shall have been amended and restated in their entirety by this Agreement.
(fx) The effectivenessExisting CenterPoint Electric Credit Agreement shall have been terminated and all amounts owing thereunder shall have been paid or refinanced in full, substantially concurrent and the Borrower shall have delivered such documentation with respect thereto as the effectiveness of this Agreement, of (i) the CenterPoint Facility and (ii) the Resources FacilityAdministrative Agent shall reasonably request.
(gxi) All governmental and third-party approvals necessary in connection with the execution, delivery and performance by the Borrower of the Loan Documents this Agreement shall have been obtained and be in full force and effect.
(hxii) The Administrative Agent shall have received all financial statements and other information as the Administrative Agent shall reasonably request, including projections and pro forma balance sheets adjusted to give effect to the financing contemplated hereby and the other financings described in clause (f) abovehereby, and such financial statements shall not, in the reasonable judgment of the Banks, reflect any material adverse change in the consolidated financial condition of the Borrower and its Subsidiaries, as reflected in the financial statements or projections contained in the Confidential Information Memorandum.
(i) Detailed consolidated projections through the 2011 fiscal year of the Borrower (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow, and projected income and a description of the underlying assumptions applicable thereto) in each case to the extent provided in the Confidential Information Memorandum.
(jxiii) The Administrative Agent shall have received all fees required to be paid on or before the Closing Date.
(kxiv) All corporate and The Administrative Agent shall have received such other proceedingscustomary supporting documents as the Administrative Agent or the Banks, and all documents, instruments and other legal matters in connection with the Facility shall be in form and substance reasonably satisfactory to through the Administrative Agent, may reasonably request. The Administrative Agent shall notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions Precedent to Loans and Letters of Credit. The agreement obligation of each the Bank to issue any Letter of Credit, if applicable, or to make the initial extension of credit requested any loan under or pursuant to this Agreement shall be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:
(a) The Administrative Agent (or its counsel) a. Borrower shall have received this Agreement duly executed by the Borrower and each delivered to Bank, or caused to have been executed and delivered to Bank, all such instruments, agreements, certificates, opinions, financial statements, appraisals, evidence of title, evidence of insurance, environmental audits, and other party hereto.
(b) The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the Responsible Officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices information and other documents to be delivered by as the Borrower pursuant to any such Loan Document; (ii) the operating agreement Bank shall require, and certificate of formation all of the Borrower as in effect on the date of such certification; (iii) the resolutions of the Board of Directors or equivalent thereof of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and any Notes from time to time issued hereunder and authorizing the borrowings and other transactions contemplated hereunder and (iv) that all material authorizations, approvals and consents by any Governmental Authority or other Person necessary in connection with the execution, delivery and performance of the Loan Documents and any other regulatory approvals in respect thereof required to be obtained prior to the Closing Date, have been obtained and are in full force and effect.
(c) The Administrative Agent foregoing shall have received an executed legal opinion, dated the Closing Date, of (i) Bxxxx Bxxxx LLP, special counsel to the Borrower and (ii) Rxxxx Xxxxx, Esq., deputy general counsel of the Borrower. Each such legal opinion shall cover such matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require and shall otherwise be in form and substance reasonably satisfactory content acceptable to the Administrative Agent.
(d) The Administrative Agent (or its counsel) Bank and all instruments and agreements shall have received a certificate dated on or about the Closing Date of the Secretary of State of the State of Texas as to the existence and good standing of the Borrower.
(e) The Administrative Agent shall have received, for the benefit of the lenders under the Existing Credit Agreement, all accrued interest and fees, including any commitment fees, utilization fees and letter of credit fees, due and payable under the Existing Credit Agreement as of the Closing Date.
(f) The effectiveness, substantially concurrent with the effectiveness of this Agreement, of (i) the CenterPoint Facility and (ii) the Resources Facility.
(g) All governmental and third-party approvals necessary in connection with the execution, delivery and performance by the Borrower of the Loan Documents shall have been obtained and be in full force and effect and binding and enforceable obligations of Borrower and, to the extent that it is a party thereto or otherwise bound thereby, of each other Person who may be a party thereto or bound thereby including without limitation: (i) evidence of existence, good standing, qualification to conduct business and authority for each Loan Party and signatory on behalf of each Loan Party; (ii) all notes, guaranties, security agreements, mortgages, deeds of trust, pledge agreements, assignments, financing statements and other documents requested by Bank to evidence the Indebtedness or to create, protect or perfect Liens upon the Collateral required by Bank as security for the Indebtedness and to accord Bank a perfected security position in the Collateral, subject only to Permitted Encumbrances; (iii) if applicable, a guaranty agreement from each Guarantor required by Bank; (iv) such other documents or agreements of security, assurances of Loan Document validity, legality and enforceability, and appropriate assurances of validity, perfection and priority of Lien as Bank may request, including, without limitation, delivery to the Bank of landlord waivers satisfactory to Bank, and Bank shall have received proof that appropriate security agreements, financing statements, mortgages, deeds of trust, collateral and other documents covering the Collateral shall have been executed and delivered by the appropriate Persons and recorded or filed in such jurisdictions and such other steps shall have been taken as necessary to perfect and protect, subject only to Permitted Encumbrances, the Liens granted thereby.
b. All actions, proceedings, instruments and documents required to carry out the borrowings and transactions contemplated by this Agreement or any other Loan Document or incidental thereto, and all other related legal matters, shall have been satisfactory to and approved by Bank.
c. Each Loan Party shall have performed and complied with all agreements and conditions contained in the Loan Documents applicable to it and which are then in effect.
(h) The Administrative Agent d. Each of the representations and warranties of each Loan Party under any Loan Document shall be true and correct in all material respects as if made on each loan Disbursement Date.
e. No Default or Event of Default shall have received all financial statements occurred and other information as the Administrative Agent be continuing; there shall reasonably request, including projections and pro forma balance sheets adjusted to give effect to the financing contemplated hereby and the other financings described in clause (f) above, and such financial statements shall not, in the reasonable judgment of the Banks, reflect any have been no material adverse change in the consolidated condition (financial condition or otherwise), properties, business, or operations of any Loan Party since the Borrower and its Subsidiaries, as reflected in date of the financial statements or projections contained in the Confidential Information Memorandum.
(i) Detailed consolidated projections through the 2011 fiscal year of the Borrower (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow, and projected income and a description of the underlying assumptions applicable thereto) in each case most recently delivered to Bank prior to the extent provided in the Confidential Information Memorandum.
(j) The Administrative Agent date of this Agreement; and no provision of law, any order of any Governmental Authority, or any regulation, rule or interpretation thereof, shall have received all fees required to be paid had any Material Adverse Effect on the validity or before the Closing Dateenforceability of any Loan Document.
(k) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Facility shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Banks of the Closing Date, and such notice shall be conclusive and binding.
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