Conditions to Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by an authorized officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement, the Guaranty executed by the Subsidiaries of Borrower, and the Guaranty executed by the MLP, each dated as of the Closing Date; (ii) Notes executed by the Borrower in favor of each Lender requesting such Notes, each in a principal amount equal to such Lender’s Committed Sum, each dated as of the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party and the General Partner is duly organized or formed, validly existing, in good standing in the jurisdiction of its organization; (v) a certificate signed by an a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all respects on and as of such date, (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2003 there has occurred no material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole, or of any Borrower Affiliate, (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), and (E) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental authority by or against the Borrower or any Borrower Affiliate, or any of their respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower, any Borrower Affiliate, or any Guarantor, or (y) seeks to affect any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents, and (F) the current Debt Ratings; (vi) a certificate of a Responsible Officer listing the Material Agreements then in effect; (vii) receipt of audited financial statements of the MLP as of December 31, 2003, unaudited financial statements of the MLP as of September 30, 2004, and such other financial information as the Administrative Agent may reasonably request; (viii) opinions from (i) Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP, counsel to each Loan Party and the General Partner, substantially in the form of Exhibit F-1 hereto, and (ii) Xxxxx Xxxxx, Esq., counsel to each Loan Party and the General Partner, substantially in the form of Exhibit F-2 hereto, and (iii) Xxxxxx & Xxxxxx LLP, special Texas counsel to the Borrower, substantially in the form of Exhibit F-3 hereto; (ix) a letter from CT Corporation System, Inc., to accept service of process in the State of New York on behalf of the Borrower and each Guarantor; (x) evidence of termination of the Existing Credit Facility and repayment of all loans thereunder; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, or the Required Lenders reasonably may require. (b) Any fees due and payable at the Closing Date shall have been paid. (c) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Closing Date. (d) The Debt Rating of the Borrower shall be an Investment Grade Rating or better. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions to Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by an authorized officer of the signing Loan Party, each dated the Closing Conditions Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Conditions Effective Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel:
(i) executed counterparts of this Agreement, and of the Cash Collateral Account Agreement, the Guaranty executed by the Subsidiaries of Borrower, and the Guaranty executed by the MLP, each dated as of the Closing Date or as of the Conditions Effective Date;
(ii) Notes (as applicable) executed by the Borrower in favor of each Lender requesting such Notes, each in a principal amount equal to such Lender’s 's Committed Sum, each dated as of the Closing Date or as of the Conditions Effective Date;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party and the General Partner is duly organized or formed, validly existing, in good standing in the jurisdiction of its organization;
(v) a certificate signed by an a Responsible Officer of the Borrower certifying (A) that the MLP Offering Closing has occurred and that the gross proceeds of the sale of limited partner units (other than proceeds paid by Sunoco and its Affiliates) are not less than $85,000,000, and that the MLP has contributed 100% of the net proceeds of the MLP Offering to the Borrower, (B) that the Other Senior Notes have been issued, (C) that the representations and warranties contained in Article V are true and correct in all respects on and as of such date, (BD) no Default or Event of Default has occurred and is continuing as of such date, (CE) since December 31, 2003 2000 there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations, or financial condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole, or of any Borrower Affiliate, or (Dy) any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrower or any of its Subsidiaries, (F) the Sunoco Logistics Business has been conveyed to the Borrower pursuant to the Contribution Agreement, and the Borrower and its Subsidiaries own the assets and businesses reflected on the Logistics Balance Sheet free and clear of all Liens other than Permitted Liens, (G) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), and (EH) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental authority by or against the Borrower or any Borrower Affiliate, or any of their respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower, any Borrower Affiliate, or any Guarantor, or (y) seeks to affect any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents, and (FI) the current Debt Ratings;
(vi) a certificate of a Responsible Officer (A) listing the Material Agreements then in effect, each of which shall be in form and substance satisfactory to the Required Lenders, which Material Agreements shall include the Borrower Operating Agreements, and (B) attaching a copy of each of the listed Material Agreements, and (C) certifying that each such Material Agreement has been duly executed and is in full force and effect;
(vii) receipt of audited financial the following: (A) unaudited pro forma balance sheet for the MLP, as of September 30, 2001 (the "Logistics Balance Sheet"); (B) unaudited pro forma statements of income for the MLP for the year ended December 31, 2000 and for the 9 months ended September 30, 2001; (C) audited historical balance sheets as of December 31, 20031999 and December 31, 2000 and unaudited financial statements of the MLP historical balance sheets as of September 30, 20042001 for Sunoco Logistics (Predecessor) (as such term is used in the MLP Registration Statement); (D) audited historical combined statements of income and net parent investment and combined statements of cash flows for the years ended December 31, 1998, December 31, 1999 and December 31, 2000 and unaudited historical combined statements of income and net parent investment and combined statements of cash flows for the 9 months ended September 30, 2000 and for the 9 months ended September 30, 2001 for Sunoco Logistics (Predecessor) (as such term is used in the MLP Registration Statement); and (F) such other financial information as the Administrative Agent may reasonably request;
(viii) opinions from (i) Xxxxxxx Xxxxx Xxxxxxx Xxxxxx & XxxxxxxxxXxxxxx, LLPL.L.P., counsel to each Loan Party and the General Partner, substantially in the form of Exhibit F-1 hereto, and (ii) Xxxxx XxxxxXxx X. Xxxx, Esq., counsel to each Loan Party and the General Partner, substantially in the form of Exhibit F-2 hereto, and (iii) Xxxxxx & Xxxxxx LLP, special Texas counsel to the Borrower, substantially in the form of Exhibit F-3 hereto;
(ix) a letter from CT Corporation System, Inc., to accept service of process in the State of New York on behalf of the Borrower and each Guarantor;
(x) evidence of termination of the Existing Credit Facility and repayment of all loans thereunder; and
(xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, or the Required Lenders reasonably may require.
(b) Any fees due and payable at the Closing Conditions Effective Date shall have been paid.
(c) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Closing Conditions Effective Date.
(d) The Debt Rating of the Borrower MLP shall be an Investment Grade Rating or better. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Conditions Effective Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions to Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by an authorized officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, the Guaranty executed by the Subsidiaries of Borrower, Agreement and the Guaranty executed by the MLPGuaranty, each dated as of the Closing Date;
(ii) Notes executed by the Borrower in favor of each Lender requesting such Notes, each in a principal amount equal to such Lender’s Committed Sum, each dated as of the Closing Date;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party and the General Partner is duly organized or formed, validly existing, in good standing in the jurisdiction of its organization;
(v) a certificate signed by an a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all respects on and as of such date, (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2003 2006 there has occurred no material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrower Borrower, and its Subsidiaries taken as a whole, or of any Borrower Affiliate, (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), and (E) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental authority Governmental Authority by or against the Borrower or any Borrower Affiliate, or any of their respective properties, that (x1) could reasonably be expected to materially and adversely affect the Borrower, any Borrower Affiliate, or any the Guarantor, or (y2) seeks to affect any transaction contemplated hereby or the ability of the Borrower or any the Guarantor to perform its obligations under the Loan Documents, and (F) (1) that attached thereto are true and correct copies of the current Debt Ratingsnotices to be delivered to the respective trustees under the Senior Note Indentures required pursuant to the terms of the Senior Note Indentures in order to effectuate the release of the Senior Note Subsidiary Guarantees, and (2) that such notices have been, or are being, delivered to such trustees on the Closing Date;
(vi) a certificate of a Responsible Officer listing the Material Agreements then in effect;
(vii) receipt of audited financial statements of the MLP as of December 31, 20032006, unaudited financial statements of the MLP as of September 30March 31, 20042007, and such other financial information as the Administrative Agent may reasonably request;
(viiivii) opinions from (i) Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP, counsel to each Loan Party and the General Partner, substantially in the form of Exhibit F-1 E-1 hereto, and (ii) Xxxxx Xxxxx, Esq., counsel to each Loan Party and the General Partner, substantially in the form of Exhibit F-2 hereto, and (iii) Xxxxxx & Xxxxxx LLP, special Texas counsel to the Borrower, substantially in the form of Exhibit F-3 E-2 hereto;
(ix) a letter from CT Corporation System, Inc., to accept service of process in the State of New York on behalf of the Borrower and each Guarantor;
(xviii) evidence of termination of the Commitments as defined in Existing Credit Facility Agreement and repayment or refinancing of all loans thereunder; and
(xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, or the Required Lenders reasonably may require.
(b) Any fees due and payable at the Closing Date shall have been paid.
(c) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Closing Date.
(d) The Debt Rating of the Borrower shall be an Investment Grade Rating or better. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions to Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by an authorized officer of the signing Loan Party, each dated the Closing Conditions Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Conditions Effective Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel:
(i) executed counterparts of this Agreement, the Cash Collateral Account Agreement, the Guaranty executed by the Subsidiaries of Borrower, and the Guaranty executed by the MLP, each dated as of the Closing Date or as of the Conditions Effective Date;
(ii) Notes (as applicable) executed by the Borrower in favor of each Lender requesting such Notes, each in a principal amount equal to such Lender’s 's Committed Sum, each dated as of the Closing Date or as of the Conditions Effective Date;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party and the General Partner is duly organized or formed, validly existing, in good standing in the jurisdiction of its organization;
(v) a certificate signed by an a Responsible Officer of the Borrower certifying (A) that the MLP Offering Closing has occurred and that the gross proceeds of the sale of limited partner units (other than proceeds paid by Sunoco and its Affiliates) are not less than $85,000,000, and that the MLP has contributed 100% of the net proceeds of the MLP Offering to the Borrower, (B) that the Other Senior Notes have been issued, (C) that the representations and warranties contained in Article V are true and correct in all respects on and as of such date, (BD) no Default or Event of Default has occurred and is continuing as of such date, (CE) since December 31, 2003 2000 there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations, or financial condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole, or of any Borrower Affiliate, or (Dy) any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrower or any of its Subsidiaries, (F) the Sunoco Logistics Business has been conveyed to the Borrower pursuant to the Contribution Agreement, and the Borrower and its Subsidiaries own the assets and businesses reflected on the Logistics Balance Sheet free and clear of all Liens other than Permitted Liens, (G) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), and (EH) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental authority by or against the Borrower or any Borrower Affiliate, or any of their respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower, any Borrower Affiliate, or any Guarantor, or (y) seeks to affect any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents, and (FI) the current Debt Ratings;
(vi) a certificate of a Responsible Officer (A) listing the Material Agreements then in effect, each of which shall be in form and substance satisfactory to the Required Lenders, which Material Agreements shall include the Borrower Operating Agreements, and (B) attaching a copy of each of the listed Material Agreements, and (C) certifying that each such Material Agreement has been duly executed and is in full force and effect;
(vii) receipt of audited financial the following: (A) unaudited pro forma balance sheet for the MLP, as of September 30, 2001 (the "Logistics Balance Sheet"); (B) unaudited pro forma statements of income for the MLP for the year ended December 31, 2000 and for the 9 months ended September 30, 2001; (C) audited historical balance sheets as of December 31, 20031999 and December 31, 2000 and unaudited financial statements of the MLP historical balance sheets as of September 30, 20042001 for Sunoco Logistics (Predecessor) (as such term is used in the MLP Registration Statement); (D) audited historical combined statements of income and net parent investment and combined statements of cash flows for the years ended December 31, 1998, December 31, 1999 and December 31, 2000 and unaudited historical combined statements of income and net parent investment and combined statements of cash flows for the 9 months ended September 30, 2000 and for the 9 months ended September 30, 2001 for Sunoco Logistics (Predecessor) (as such term is used in the MLP Registration Statement); and (E) such other financial information as the Administrative Agent may reasonably request;
(viii) opinions from (i) Xxxxxxx Xxxxx Xxxxxxx Xxxxxx & XxxxxxxxxXxxxxx, LLPL.L.P., counsel to each Loan Party and the General Partner, substantially in the form of Exhibit F-1 hereto, and (ii) Xxxxx XxxxxXxx X. Xxxx, Esq., counsel to each Loan Party and the General Partner, substantially in the form of Exhibit F-2 hereto, and (iii) Xxxxxx & Xxxxxx LLP, special Texas counsel to the Borrower, substantially in the form of Exhibit F-3 hereto;
(ix) a letter from CT Corporation System, Inc., to accept service of process in the State of New York on behalf of the Borrower and each Guarantor;
(x) evidence of termination of the Existing Credit Facility and repayment of all loans thereunder; and
(xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, or the Required Lenders reasonably may require.
(b) Any fees due and payable at the Closing Conditions Effective Date shall have been paid.
(c) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Closing Conditions Effective Date.
(d) The Debt Rating of the Borrower shall be an Investment Grade Rating or better. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Conditions Effective Date, and such notice shall be conclusive and binding.
Appears in 1 contract
