Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Amendment Effective Date subject to the satisfaction of conditions in this Section 4.01. (a) The Bank shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Amendment Effective Date: (i) a certified copy of the Ordinance; (ii) certified copies of the Master Ordinances (Separate Lien Obligations) and all amendments thereto; (iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank; (iv) Reserved; (v) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iii); (vi) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied; (vii) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below; (viii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes and (C) the written opinion of Note Counsel addressed to the Bank, dated the Amendment Effective Date, to the effect that this Agreement, the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms; (ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement; (x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents; (xi) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note and the other Related Documents; (xii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request; (xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “Aa2,” “AA” and “AA-,” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-” and “AA-,” respectively; (xiv) written evidence satisfactory to the Bank that the Bank Note continues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by Fitch; and (xv) such other documents, certificates and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel. (b) (i) The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Amendment Effective Date shall be true and correct on and as of the Amendment Effective Date as though made on and as of such date; provided, however, that if any representation or warranty contained in any Related Document relates specifically to an earlier date, such representation and warranty shall be true and correct as of such earlier date; (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related Documents; (iii) since September 30, 2019, there has been no material adverse change in (A) the laws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under this Agreement and the other Related Documents or (B) other than as disclosed in the Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, of either the City or the Systems; (iv) the City is in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, have been made in full and that the amounts on deposit in such special funds or accounts are the amounts now required to be deposited therein. (c) The effectiveness of this Agreement, the making of a Loan and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank or any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the Bank. (d) In the event that the current Issuing and Paying Agent and/or Dealers resign or are discharged by the City prior to the Amendment Effective Date, the City shall have appointed a replacement Issuing and Paying Agent and/or a replacement Dealer, as applicable, reasonably satisfactory to the Bank. (e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be satisfactory to the Bank and its counsel.
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Amendment Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Amendment Effective Date:
(i) a certified copy of the Ordinance;
(ii) certified copies of the Master Ordinances (Separate Lien Obligations) and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) Reserveda duly executed original of the Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit A hereto;
(v) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iiiiv);
(vi) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(vii) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes and (C) the written opinion of Note Counsel addressed to the Bank, dated the Amendment Effective Date, to the effect that this Agreement, the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms;
(ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xi) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note and the other Related Documents;
(xii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’xMoody’s, “F1+” by Fitch and “A-1” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’xMoody’s, S&P and Fitch to (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “Aa2,” “AA” and “AA-,” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-” and “AA-,” respectively;
(xiv) written evidence satisfactory to the Bank that (i) a CUSIP number has been obtained and reserved from Standard & Poor’s CUSIP Service for the Bank Note continues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by Fitch; and
(xv) such other documents, certificates and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel.
(b) (i) The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Amendment Effective Date shall be true and correct on and as of the Amendment Effective Date as though made on and as of such date; provided, however, that if any representation or warranty contained in any Related Document relates specifically to an earlier date, such representation and warranty shall be true and correct as of such earlier date; (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related Documents; (iii) since September 30, 2019, there has been no material adverse change in (A) the laws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under this Agreement and the other Related Documents or (B) other than as disclosed in the Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, of either the City or the Systems; (iv) the City is in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, have been made in full and that the amounts on deposit in such special funds or accounts are the amounts now required to be deposited therein.
(c) The effectiveness of this Agreement, the making of a Loan and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank or any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the Bank.
(d) In the event that the current Issuing and Paying Agent and/or Dealers resign or are discharged by the City prior to the Amendment Effective Date, the City shall have appointed a replacement Issuing and Paying Agent and/or a replacement Dealer, as applicable, reasonably satisfactory to the Bank.
(e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be satisfactory to the Bank and its counsel.
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Amendment Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Amendment Effective Date:
(i) a certified copy of the OrdinanceOrdinance authorizing the City’s commercial paper program, the terms and conditions of the Commercial Paper Notes, authorizing the issuance of the Commercial Paper Notes and the City’s execution, delivery and performance of this Agreement and the other Related Documents, which certificate shall state that the Ordinance have not been amended, repealed or rescinded, and is in full force and effect on the Effective Date;
(ii) certified copies the annual financial statements of the Master Ordinances (Separate Lien Obligations) City for fiscal years ended September 30, 2020 and all amendments theretothe annual financial statement of the City’s Water Utility Fund for September 30, 2020;
(iii) the approving opinion of the Attorney General of Texas with respect to the proceedings relating to this Agreement;
(iv) a counterpart of this Agreement and the Fee LetterAgreement, duly executed by the City and the Bank;
(ivv) Reserveda duly executed original of the Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit C hereto;
(vvi) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iii)Documents;
(vivii) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, Notes shall have been satisfied;
(viiviii) a certificate of an Authorized Representative the Chief Financial Officer of the City, which shall certify, among other things, (A) as to the matters described in paragraph (b) belowbelow and (B) that all conditions in this Section 4.01 have been satisfied (with the exception of 4.01(a)(xiii) and 4.01(d) hereof);
(viiiix) (A) opinions of Co-Bond Counsel, addressed to the Bank in form and substance satisfactory to the Bank and its counsel and (B) an opinion of Note Counsel covering the City Attorney, on which the Bank may rely, substantially in the form of Exhibit D hereto, with such matters relating changes, modifications, deletions, or additions as may be acceptable to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues Attorney and counsel for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes and (C) the written opinion of Note Counsel addressed to the Bank, dated the Amendment Effective Date, to the effect that this Agreement, the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective termsrecipients thereof;
(ixx) certified copies of the Issuing and Paying Agent Agency Agreement and each the Dealer Agreement;
(xxi) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xixii) a certificate of an Authorized Representative of the CityRepresentative, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note and the other Related Documents;
(xiixiii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “Aa2,” “AA” and “AA-,” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-” and “AA-,” respectively;
(xiv) written evidence satisfactory to such other documents, opinions, or certificates reasonably requested by the Bank that the Bank Note continues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by FitchBank; and
(xv) such other documents, certificates written confirmation that the Prior Xxxx Xxxxx have been rated “Aa2” by Xxxxx’x and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel.“AAA” by S&P.
(b) (i) The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Amendment Effective Date shall be true and correct in all material respects on and as of the Amendment Effective Date as though made on and as of such date; provided, however, that if any except to the extent a representation or warranty contained in any Related Document relates specifically to an earlier date, date (in which case such representation and or warranty shall be true and correct in all material respects as of such earlier date); (ii) no Event of Default or event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related DocumentsDate; (iii) since September 30, 20192020, there has been no material adverse change in (A) the laws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under this Agreement and the other Related Documents or (B) other than as disclosed in the Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, of either the City or the SystemsCity; and (iv) the City is all conditions precedent in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, this Article IV have been made in full and that the amounts on deposit in such special funds or accounts are the amounts now required to be deposited thereinsatisfied.
(c) The effectiveness of this Agreement, the making of a Loan and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank or any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the Bank.
(d) In the event that the current Issuing and Paying Agent and/or Dealers resign or are discharged by the City prior to the Amendment Effective Date, the City shall have appointed a replacement Issuing and Paying Agent and/or a replacement Dealer, as applicable, reasonably satisfactory to the Bank.
(e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be satisfactory to the Bank and its counsel.
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The BankJPMC’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Amendment Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank JPMC shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to the Bank JPMC and its counsel and, unless otherwise indicated, dated the Amendment Effective Date:
(i) a certified copy of the OrdinanceOrdinance authorizing the City’s commercial paper program, the terms and conditions of the Commercial Paper Notes, authorizing the issuance of the Commercial Paper Notes and the City’s execution, delivery and performance of this Agreement and the Related Documents, which certificate shall state that the Ordinance have not been amended, repealed or rescinded, and is in full force and effect on the Closing Date;
(ii) certified copies the annual financial statements of the Master Ordinances (Separate Lien Obligations) City for each of the fiscal years ended September 30, 2019 and all amendments theretoSeptember 30, 2020;
(iii) the approving opinion of the Attorney General of Texas with respect to the proceedings relating to this Agreement;
(iv) a counterpart of this Agreement and the Fee LetterAgreement, duly executed by the City and the Bank;
(iv) ReservedJPMC;
(v) a duly executed original of each Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit C hereto;
(vi) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iii)Documents;
(vivii) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, Notes shall have been satisfied;
(viiviii) a certificate of an Authorized Representative the Chief Financial Officer of the City, which shall certify, among other things, (A) as to the matters described in paragraph (bc) below;
(viii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note below and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes and (C) the written opinion of Note Counsel addressed to the Bank, dated the Amendment Effective Date, to the effect that all conditions in this Agreement, the Fee Letter and the Bank Note Section 4.01 have been duly authorized, executed satisfied (with the exception of 4.01(a)(xiii) and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms4.01(c) hereof);
(ix) certified copies (A) opinions of Co-Bond Counsel, addressed to JPMC in form and substance satisfactory to JPMC and its counsel and (B) an opinion of the Issuing City Attorney, on which JPMC may rely, substantially in the form of Exhibit D hereto, with such changes, modifications, deletions, or additions as may be acceptable to the City Attorney and Paying Agent Agreement and each Dealer Agreementcounsel for the recipients thereof;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xi) a certificate of an Authorized Representative of the CityRepresentative, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note Notes and the other Related Documents;
(xii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank JPMC may reasonably request;
(xiii) certified copies of the Issuing and Paying Agency Agreement and the Dealer Agreement;
(Axiv) such other documents, opinions, or certificates reasonably requested by JPMC; and
(xv) written confirmation that (i) the Commercial Paper Notes have been rated “P-1A-1” by Xxxxx’x, Xxxxx and “F1+A-1” by S&P and (ii) the Prior Xxxx Xxxxx have been rated “AA+” by Fitch and “A-1AAA” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “Aa2,” “AA” and “AA-,” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-” and “AA-,” respectively;
(xiv) written evidence satisfactory to the Bank that the Bank Note continues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by Fitch; and
(xv) such other documents, certificates and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel.S&P.
(b) (i) The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered to the Bank JPMC pursuant hereto on or prior to the Amendment Effective Date shall be true and correct in all material respects on and as of the Amendment Effective Date as though made on and as of such date; provided, however, that if any except to the extent a representation or warranty contained in any Related Document relates specifically to an earlier date, date (in which case such representation and or warranty shall be true and correct in all material respects as of such earlier date); (ii) no Event of Default or event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related DocumentsDate; (iii) since September 30, 20192020, there has been no material adverse change in (A) the laws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under this Agreement and the other Related Documents or (B) other than as disclosed in the Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, of either the City or the SystemsCity; and (iv) the City is all conditions precedent in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, this Article IV have been made in full and that the amounts on deposit in such special funds or accounts are the amounts now required to be deposited thereinsatisfied.
(c) The effectiveness of this Agreement, the making of a Loan and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank JPMC or any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the BankJPMC.
(d) In the event that the current Issuing and Paying Agent and/or Dealers resign or are discharged by the City prior to the Amendment Effective Date, the City shall have appointed a replacement Issuing and Paying Agent and/or a replacement Dealer, as applicable, reasonably satisfactory to the Bank.
(e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be satisfactory to the Bank JPMC and its counsel.
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Amendment Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Amendment Effective Date:
(i) a certified copy of the Ordinance;
(ii) a certified copies copy of the Master Ordinances (Separate Lien Obligations) Ordinance and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) Reserveda duly executed original of the Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit A hereto;
(v) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iiiiv);
(vi) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(vii) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, and (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes and (C) the written opinion of Note Counsel the City Attorney to the City addressed to the Bank, dated the Amendment Effective Date, Date and in form and substance satisfactory to the effect that this Agreement, the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective termsBank;
(ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xi) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note and the other Related Documents;
(xii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’xMoody’s, “F1+” by Fitch and “A-1” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’xMoody’s, S&P and Fitch to (x) any Designated Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “[Aa2],” “[AA]” and “[AA-,” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-” and “AA-],” respectively;
(xiv) written evidence satisfactory to the Bank that (i) a CUSIP number has been obtained and reserved from Standard & Poor’s CUSIP Service for the Bank Note continues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by Fitch; and
(xv) such other documents, certificates and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel.
(b) (i) The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Amendment Effective Date shall be true and correct on and as of the Amendment Effective Date as though made on and as of such date; provided, however, that if any representation or warranty contained in any Related Document relates specifically to an earlier date, such representation and warranty shall be true and correct as of such earlier date; (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related Documents; (iii) since September 30, 2019, there has been no material adverse change in (A) the laws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under this Agreement and the other Related Documents or (B) other than as disclosed in the Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, of either the City or the Systems; (iv) the City is in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, have been made in full and that the amounts on deposit in such special funds or accounts are the amounts now required to be deposited therein.
(c) The effectiveness of this Agreement, the making of a Loan and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank or any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the Bank.
(d) In the event that the current Issuing and Paying Agent and/or Dealers resign or are discharged by the City prior to the Amendment Effective Date, the City shall have appointed a replacement Issuing and Paying Agent and/or a replacement Dealer, as applicable, reasonably satisfactory to the Bank.
(e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be satisfactory to the Bank and its counsel.
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans purchase Notes in accordance with Section 2.01 hereof shall become effective on the Amendment Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Amendment Effective Date:
(i) a certified copy of the Ordinance;
(ii) certified copies of the Master Ordinances (Separate Lien Obligations) and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) Reserved;
(v) executed copies of the JPMorgan Note Purchase Revolving Credit Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iii);
(viv) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(viivi) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viiivii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, and (B) a letter from an opinion of Note Counsel Counsel, addressed to the Bank authorizing Bank, dated the Amendment Effective Date, in the form approved by the Bank, and to the effect that the interest with respect to the Notes purchased by the Bank from time to time as provided for herein is excludable from gross income for federal income tax purposes, and including an acknowledgement that the Bank will rely on its approving such opinion as to in connection with each purchase of Notes hereunder unless the Commercial Paper Notes Bank receives prior written notice that such opinion may no longer be relied upon, and (C) the written opinion of Note Counsel to the City addressed to the Bank, dated the Amendment Effective Date, to the effect that this Agreement, Agreement and the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms;
(ixviii) certified copies executed copy of the Issuing and Paying Agent Agreement and each Dealer Agent/Registrar Agreement;
(xix) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xix) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note Agreement and the other Related Documents;
(xiixi) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (Bxii) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “Aa2,” “AA” and “AA-,” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-AA” and “AA-,” respectively;
(xiv) written evidence satisfactory to the Bank that the Bank Note continues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by Fitch; and
(xvxiii) such other documents, certificates and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel.
(b) (i) The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Amendment Effective Date shall be true and correct on and as of the Amendment Effective Date as though made on and as of such date; provided, however, that if any representation or warranty contained in any Related Document relates specifically to an earlier date, such representation and warranty shall be true and correct as of such earlier date; (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related Documents; (iii) since September 30, 2019, there has been no material adverse change in (A) the laws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under this Agreement and the other Related Documents or (B) other than as disclosed in the Commercial Paper Notes Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, of either of the City or the Systems; (iv) the City is in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, have been made in full and that the amounts on deposit in such special funds or accounts are the amounts now required to be deposited therein.
(c) The effectiveness of this Agreement, the making purchasing of a Loan Notes and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank or any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the Bank.
(d) In the event that the current Issuing and Paying Agent and/or Dealers resign Agent/Registrar resigns or are is discharged by the City prior to the Amendment Effective Date, the City shall have appointed a replacement Issuing and Paying Agent and/or a replacement Dealer, as applicable, Agent/Registrar reasonably satisfactory to the Bank.
(e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be satisfactory to the Bank and its counsel.
Appears in 1 contract
Samples: Note Purchase Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans purchase Notes in accordance with Section 2.01 hereof shall become effective on the Amendment Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Amendment Effective Date:
(i) a certified copy of the Ordinance;
(ii) certified copies of the Master Ordinances (Separate Lien Obligations) and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) Reserved;
(v) executed copies of the JPMorgan Note Purchase Revolving Credit Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iii);
(viv) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(viivi) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viiivii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, and (B) a letter from an opinion of Note Counsel Counsel, addressed to the Bank authorizing Bank, dated the Effective Date, in the form approved by the Bank, and to the effect that the interest with respect to the Notes purchased by the Bank from time to time as provided for herein is excludable from gross income for federal income tax purposes, and including an acknowledgement that the Bank will rely on its approving such opinion as to in connection with each purchase of Notes hereunder unless the Commercial Paper Notes Bank receives prior written notice that such opinion may no longer be relied upon, and (C) the written opinion of Note Counsel to the City addressed to the Bank, dated the Amendment Effective Date, to the effect that this Agreement, Agreement and the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms;
(ixviii) certified copies executed copy of the Issuing and Paying Agent Agreement and each Dealer Agent/Registrar Agreement;
(xix) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xix) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note Agreement and the other Related Documents;
(xiixi) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (Bxii) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’xMoody’s, S&P and Fitch to (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “Aa2,” “AA” and “AA-,” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-AA” and “AA-,” respectively;
(xiv) written evidence satisfactory to the Bank that the Bank Note continues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by Fitch; and
(xv) such other documents, certificates and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel.
(b) (i) The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Amendment Effective Date shall be true and correct on and as of the Amendment Effective Date as though made on and as of such date; provided, however, that if any representation or warranty contained in any Related Document relates specifically to an earlier date, such representation and warranty shall be true and correct as of such earlier date; (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related Documents; (iii) since September 30, 2019, there has been no material adverse change in (A) the laws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under this Agreement and the other Related Documents or (B) other than as disclosed in the Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, of either the City or the Systems; (iv) the City is in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, have been made in full and that the amounts on deposit in such special funds or accounts are the amounts now required to be deposited therein.
(c) The effectiveness of this Agreement, the making of a Loan and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank or any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the Bank.
(d) In the event that the current Issuing and Paying Agent and/or Dealers resign or are discharged by the City prior to the Amendment Effective Date, the City shall have appointed a replacement Issuing and Paying Agent and/or a replacement Dealer, as applicable, reasonably satisfactory to the Bank.
(e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be satisfactory to the Bank and its counsel.
Appears in 1 contract
Samples: Note Purchase Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Amendment Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Amendment Effective Date:
(i) a certified copy of the Ordinance;
(ii) certified copies of the Master Ordinances (Separate Lien Obligations) and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) Reserved;
(v) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iii);
(vi) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(vii) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes and (C) the written opinion of Note Counsel addressed to the Bank, dated the Amendment Effective Date, to the effect that this Agreement, the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms;
(ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xi) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note and the other Related Documents;
(xii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “Aa2,” “AA” and “AA-,” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-” and “AA-,” respectively;
(xiv) written evidence satisfactory to the Bank that the Bank Note continues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by Fitch; and;
(xv) such other documents, certificates and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel.
(b) (i) The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered evidence satisfactory to the Bank pursuant hereto on or prior to that the Amendment Effective Date shall be true and correct on and as Attorney General of the Amendment Effective Date as though made on and as State of such date; provided, however, that if any representation or warranty contained in any Related Document relates specifically to an earlier date, such representation and warranty shall be true and correct as Texas has approved the proceedings of such earlier date; (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related Documents; (iii) since September 30, 2019, there has been no material adverse change in (A) the laws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under City authorizing this Agreement and the other Related Documents or (B) other than as disclosed in the Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, Comptroller of either the City or the Systems; (iv) the City is in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, Public Accounts shall have been made in full and that the amounts on deposit in registered such special funds or accounts are the amounts now required to be deposited therein.proceedings;
(cxvi) The effectiveness of this Agreement, the making of a Loan and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank or any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the Bank.
(d) In the event that the current Issuing and Paying Agent and/or Dealers resign or are discharged by the City prior to the Amendment Effective Date, the City shall have appointed a replacement Issuing and Paying Agent and/or a replacement Dealer, as applicable, reasonably satisfactory to the Bank.
(e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be evidence satisfactory to the Bank and that the City has complied with all of its counsel.obligations under Texas Government Code Section 2252.908 if any such obligation exists with respect to this Agreement;
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Amendment Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Amendment Effective Date:
(i) a certified copy of the Ordinance;
(ii) certified copies of the Master Ordinances (Separate Lien Obligations) and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) Reserved;
(v) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iii);
(vi) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(vii) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes and (C) the written opinion of Note Counsel addressed to the Bank, dated the Amendment Effective Date, to the effect that this Agreement, the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms;
(ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xi) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note and the other Related Documents;
(xii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “Aa2,” “AA” and “AA-,” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-” and “AA-,” respectively;
(xiv) written evidence satisfactory to the Bank that the Bank Note continues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by Fitch;
(xv) evidence satisfactory to the Bank that the Attorney General of the State of Texas has approved the proceedings of the City authorizing this Agreement and the Comptroller of Public Accounts shall have registered such proceedings;
(xvi) evidence satisfactory to the Bank that the City has complied with all of its obligations under Texas Government Code Section 2252.908 if any such obligation exists with respect to this Agreement; and
(xvxvii) such other documents, certificates and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel.
(b) (i) The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Amendment Effective Date shall be true and correct on and as of the Amendment Effective Date as though made on and as of such date; provided, however, that if any representation or warranty contained in any Related Document relates specifically to an earlier date, such representation and warranty shall be true and correct as of such earlier date; (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related Documents; (iii) since September 30, 20192023, there has been no material adverse change in (A) the lawsLaws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under this Agreement and the other Related Documents or (B) other than as disclosed in the Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, of either the City or the Systems; (iv) the City is in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, have been made in full and that the amounts on deposit in such special funds or accounts are the amounts now required to be deposited therein.
(c) The effectiveness of this Agreement, the making of a Loan and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank or any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the Bank.
(d) In the event that the current Issuing and Paying Agent and/or Dealers resign or are discharged by the City prior to the Amendment Effective Date, the City shall have appointed a replacement Issuing and Paying Agent and/or a replacement Dealer, as applicable, reasonably satisfactory to the Bank.
(e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be satisfactory to the Bank and its counsel.
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Amendment Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Amendment Effective Date:
(i) a certified copy of the Ordinance;
(ii) a certified copies copy of the Master Ordinances (Separate Lien Obligations) Ordinance and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) Reserveda duly executed original of the Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit A hereto;
(v) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iiiiv);
(vi) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(vii) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, and (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes and (C) the written opinion of Note Counsel the City Attorney to the City addressed to the Bank, dated the Amendment Effective Date, Date and in form and substance satisfactory to the effect that this Agreement, the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective termsBank;
(ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xi) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note and the other Related Documents;
(xii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to (x) any Designated Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “[Aa2],” “[AA]” and “[AA-,” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-” and “AA-],” respectively;
(xiv) written evidence satisfactory to the Bank that (i) a CUSIP number has been obtained and reserved from Standard & Poor’s CUSIP Service for the Bank Note continues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by Fitch; and
(xv) such other documents, certificates and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel.
(b) (i) The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Amendment Effective Date shall be true and correct on and as of the Amendment Effective Date as though made on and as of such date; provided, however, that if any representation or warranty contained in any Related Document relates specifically to an earlier date, such representation and warranty shall be true and correct as of such earlier date; (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related Documents; (iii) since September 30, 2019, there has been no material adverse change in (A) the laws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under this Agreement and the other Related Documents or (B) other than as disclosed in the Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, of either the City or the Systems; (iv) the City is in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, have been made in full and that the amounts on deposit in such special funds or accounts are the amounts now required to be deposited therein.
(c) The effectiveness of this Agreement, the making of a Loan and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank or any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the Bank.
(d) In the event that the current Issuing and Paying Agent and/or Dealers resign or are discharged by the City prior to the Amendment Effective Date, the City shall have appointed a replacement Issuing and Paying Agent and/or a replacement Dealer, as applicable, reasonably satisfactory to the Bank.
(e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be satisfactory to the Bank and its counsel.
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans purchase Notes in accordance with Section 2.01 hereof shall become effective on the Amendment Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Amendment Effective Date:
(i) a certified copy of the Ordinance;
(ii) certified copies of the Master Ordinances (Separate Lien Obligations) and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) Reserved;
(v) executed copies of the JPMorgan Note Purchase Revolving Credit Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iii);
(viv) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(viivi) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viiivii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, and (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes [reserved], and (C) the written opinion of Note Counsel to the City addressed to the Bank, dated the Amendment Effective Date, to the effect that this Agreement, Agreement and the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms;
(ixviii) certified copies executed copy of the Issuing and Paying Agent Agreement and each Dealer Agent/Registrar Agreement;
(xix) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xix) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note Agreement and the other Related Documents;
(xiixi) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (Bxii) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “Aa2,” “AA” and “AA-,” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-AA” and “AA-,” respectively;
(xiv) written evidence satisfactory to the Bank that the Bank Note continues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by Fitch; and
(xv) such other documents, certificates and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel.
(b) (i) The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Amendment Effective Date shall be true and correct on and as of the Amendment Effective Date as though made on and as of such date; provided, however, that if any representation or warranty contained in any Related Document relates specifically to an earlier date, such representation and warranty shall be true and correct as of such earlier date; (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related Documents; (iii) since September 30, 2019, there has been no material adverse change in (A) the laws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under this Agreement and the other Related Documents or (B) other than as disclosed in the Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, of either the City or the Systems; (iv) the City is in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, have been made in full and that the amounts on deposit in such special funds or accounts are the amounts now required to be deposited therein.
(c) The effectiveness of this Agreement, the making of a Loan and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank or any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the Bank.
(d) In the event that the current Issuing and Paying Agent and/or Dealers resign or are discharged by the City prior to the Amendment Effective Date, the City shall have appointed a replacement Issuing and Paying Agent and/or a replacement Dealer, as applicable, reasonably satisfactory to the Bank.
(e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be satisfactory to the Bank and its counsel.
Appears in 1 contract
Samples: Note Purchase Agreement
