Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the first date on which each of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”): (a) this Amendment shall have been executed and delivered by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative Agent; (b) the Administrative Agent or other applicable Person shall have received all fees and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document; (c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date; (d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower; (f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied; (g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and (h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effectiveness of this Amendment. This Upon satisfaction of each of the following conditions, this Amendment shall become effective upon the first date on which each of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):
(a) this Amendment shall have been executed and delivered by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative Agent;
(b) the Administrative Agent or other applicable Person shall have received all fees and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with first written above:
(a) executed counterparts of this Amendment, duly executed by the same effect as though made on Company and as the holders of such datethe Notes under the Note Purchase Agreement, except shall have been delivered to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects)Noteholders;
(eb) executed counterparts of an amendment to the Administrative Agent Note Purchase Agreement dated as of May 2, 2016, duly executed by the Company and the 2023 Incremental Term Lenders holders of the Notes thereunder, amended to align the applicable terms thereof with those in the Note Purchase Agreement, as amended by this Amendment, shall have received, at least three business days prior been delivered to the Fifth Amendment Closing Date, all documentation and other information related Noteholders;
(c) executed counterparts of an amendment to the Borrower or any Guarantor required Note Purchase Agreement dated as of June 17, 2013, duly executed by regulatory authorities under the Company and the holders of the Notes thereunder, amended to align the applicable “know your customer” and anti-money laundering rules and regulation includingterms thereof with those in the Note Purchase Agreement, without limitationas amended by this Amendment, the Patriot Act, in each case shall have been delivered to the extent requested by Noteholders;
(d) executed counterparts of the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing DateNote Purchase Agreement dated as of June 30, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 2020 (the “Beneficial Ownership Regulation2020 Note Purchase Agreement”), a certificate regarding beneficial ownership as required duly executed by the Beneficial Ownership Regulation with respect Company and the Purchasers named therein, shall have been delivered to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that Noteholders, and the conditions set forth in clauses (c) and (d) of this Section 3 to closing thereunder shall have been satisfied;
(e) executed counterparts of an amendment to the Credit Agreement dated as of January 11, 2019, duly executed by the Company, the lenders from time to time parties thereto and Royal Bank of Canada, as administrative agent, amended to (i) remove the “springing lien” provisions (including the forms of Intercreditor agreement and pledge agreement) therefrom; provided that the general requirement in Section 6.13(a) of such agreement that the Company secure Obligations on an equal and ratable basis if Priority Debt exceeds 20% of Consolidated Net Worth (as each capitalized term is defined therein) may remain, and (ii) permit the issuance of the notes under the 2020 Note Purchase Agreement, shall have been delivered to the Noteholders;
(f) each of the Noteholders or their special counsel shall have received an opinion of Dentons US LLP, dated the date hereof, in scope, form and substance satisfactory to the Noteholders;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents representations and warranties of the Loan Parties, resolutions or other action Company set forth in Section 2 hereof are true and incumbency certificates of Responsible Officers of each Loan Party, evidencing correct on and with respect to the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Datedate hereof; and
(h) the Administrative Agent Company shall have received a favorable written opinion paid the reasonable fees and expenses of Xxxxxxxx & Xxxxx XXXXxxxxx Xxxxxx LLP, special counsel for the Borrower addressed to the Administrative Agent Noteholders, in connection with the negotiation, preparation, approval, execution and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agentdelivery of this Amendment.
Appears in 1 contract
Samples: Note Purchase Agreement (Caseys General Stores Inc)
Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the first date on which each satisfaction of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):conditions:
(a) execution and delivery of this Amendment shall have been executed and delivered by the BorrowerConstituent Companies, each Subsidiary Guarantor, each 2023 Incremental Term Lender Guarantor and the Administrative AgentRequired Holders;
(b) executed counterparts of an amendment to the Administrative Agent or other applicable Person Note and Guaranty Agreement dated as of December 4, 2018, duly executed by the Constituent Companies, each Subsidiary Guarantor and the holders of the Notes thereunder, substantially identical to this Amendment, shall have received all fees and other amounts due and payable to any Person on or prior been delivered to the Fifth Amendment Closing Date, including, Noteholders;
(c) executed counterparts of an amendment to the extent invoiced three (3) days prior Note and Guaranty Agreement dated as of May 7, 2019, duly executed by the Constituent Companies, each Subsidiary Guarantor and the holders of the Notes thereunder, substantially identical to this Amendment, shall have been delivered to the Fifth Amendment Closing DateNoteholders;
(d) executed counterparts of an amendment to the Bank Credit Agreement, reimbursement or payment of all reasonable duly executed by the Constituent Companies and documented out-of-pocket expenses each of the Administrative Agent other requisite parties thereto, on terms substantially identical to this Amendment, shall have been delivered to the Noteholders;
(including e) the reasonable Constituent Companies shall have paid the fees, charges and documented legal fees and expenses disbursements of Xxxxx Xxxx & Xxxxxxxx Xxxxxx Xxxxxx LLP, special counsel to the Administrative Agent)Noteholders, in each caseconnection with the review, negotiation, execution and delivery of this Amendment to the extent required that the Constituent Companies shall have received an invoice therefor at least one Business Day prior to be reimbursed or paid by the Borrower under any Loan Document;date of this Amendment; and
(cf) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party of each Constituent Company set forth in Article V of the Credit Agreement or in any other Loan Document Section 2 hereof shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agentdate hereof.
Appears in 1 contract
Samples: Note and Guaranty Agreement (Americold Realty Trust)
Conditions to Effectiveness of this Amendment. This Amendment shall become be effective upon as of April 16, 2003 (the first date on which each “Effective Date”), provided the Agent shall have received at least nine (9) counterparts of this Amendment, duly executed by the Borrower and all of the Lenders, and the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):are satisfied:
(a) this Amendment shall have been executed Before and delivered by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative Agent;
(b) the Administrative Agent or other applicable Person shall have received all fees and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Borrower in Section 5 of the Loan Agreement or in any other Loan Document and Section 5 of the Security Agreement shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such datethe date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects by their terms are made as of such earlier a specific date (and except for changes that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);are permitted by the terms of the Loan Agreement.
(eb) the Administrative Agent Before and the 2023 Incremental Term Lenders after giving effect to this Amendment, no Event of Default and no Default shall have receivedoccurred and be continuing.
(c) No material adverse change in the business, at least three business days prior to the Fifth Amendment Closing Dateassets, all documentation and other information related to financial condition or prospects of the Borrower shall have occurred since December 31, 2002.
(d) The Agent shall have received the following, each duly executed or any Guarantor required by regulatory authorities under applicable “know your customer” certified, as the case may be, and anti-money laundering rules and regulation including, without limitation, dated as of the Patriot Act, in date of delivery thereof:
(i) a new Committed Warehousing Promissory Note payable to each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 Lender (the “Beneficial Ownership RegulationNew Notes”), a certificate regarding beneficial ownership each in the amount of its Commitment Amount as required increased by the Beneficial Ownership Regulation with respect to this Amendment, each duly executed by the Borrower;
(fii) the Administrative Agent shall have received a certificate copy of a Responsible Officer resolutions of the Borrower stating that the conditions set forth in clauses (c) and (d) Board of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents Directors of the Loan PartiesBorrower, resolutions certified by its respective Secretary or other action Assistant Secretary, authorizing or ratifying the execution, delivery and incumbency certificates performance of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents New Notes;
(iii) a certified copy of any amendment or restatement of the Articles of Incorporation or the Bylaws of the Borrower made or entered following the date of the most recent certified copies thereof furnished to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing DateLenders; and
(hiv) such other documents, instruments and approvals as the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form may reasonably satisfactory to the Administrative Agentrequest.
Appears in 1 contract
Samples: Loan Agreement (NVR Inc)
Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders or the Administrative Agent under the Term Loan Agreement, this Amendment shall not become effective upon effective, and the first date on which Borrower shall have no rights under this Amendment, until each of the following conditions precedent shall have been satisfied (or waived) (such date, to the “Fifth Amendment Closing Date”):satisfaction of the Administrative Agent:
(a) the Administrative Agent shall have received executed counterparts to this Amendment shall have been executed and delivered by from the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender Borrower and the Administrative AgentLenders;
(b) the Administrative Agent or other applicable Person shall have received all fees and other amounts due and payable to any Person on or prior an amendment to the Fifth Amendment Closing DateConservation Fund Letter of Credit, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable in form and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel substance satisfactory to the Administrative Agent), in each casewhich amendment shall extend the stated expiration date of the Conservation Fund Letter of Credit from July 5, 2008 to the extent required to be reimbursed or paid by the Borrower under any Loan DocumentJuly 5, 2013;
(c) at the time Administrative Agent shall have received a written reaffirmation by Sustainable Conservation, Inc. of the Consent, Waiver and immediately after giving effect Agreement, which written reaffirmation shall be in form and substance satisfactory to the Administrative Agent;
(d) the Administrative Agent shall have received a written opinion of outside counsel to the Parent and the Borrower with respect to this Amendment, Amendment and such other matters as the Administrative Agent shall request;
(e) all of the representations and warranties of the Parent and the Borrower set forth in the Term Loan Agreement and the other Loan Documents shall be true and correct as of the date hereof;
(f) no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;hereof; and
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for payment from the Borrower addressed to of an extension fee in the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agentamount of $50,000.
Appears in 1 contract
Conditions to Effectiveness of this Amendment. This Amendment shall become be effective upon as of February 7, 2005 (the first date on which each “Effective Date”), provided the Agent shall have received sufficient counterparts of this Amendment as required by the Agent, duly executed by the Borrowers and all of the Banks and the New Banks (when used hereinafter the term “Banks” shall include the New Banks), and the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):are satisfied:
(a) this Amendment shall have been executed Before and delivered by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative Agent;
(b) the Administrative Agent or other applicable Person shall have received all fees and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth of the Borrowers in Article V IV of the Credit Loan Agreement or in any other Loan Document and Section 7 of the Security Agreement shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such datethe date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects by their terms are made as of such earlier a specific date and except for changes that are permitted by the terms of the Loan Agreement.
(b) After giving effect to this Amendment, no Event of Default and no Default shall have occurred and be continuing.
(c) No Material Adverse Effect shall have occurred since August 10, 2004.
(d) No revisions shall have been made to the articles of incorporation or bylaws of any of the Borrowers since August 10, 2004 (except that any representation CVG Acquisition LLC, CVG Logistics, LLC, CVG Management Corporation, and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true except for those made in conjunction with the merger of Trim Systems L.L.C. and correct in all respectsTempress, Inc. with and into Trim Systems Operating Corp.);.
(e) the Administrative The Agent and the 2023 Incremental Term Lenders shall have receivedreceived the following or shall receive the following substantially simultaneously with the execution and delivery of this Amendment, at least three business days prior each duly executed or certified, as the case may be, and dated as of the date of delivery thereof:
(i) new Revolving Notes, Term Notes and Term Notes (Foreign Currency) payable to each Bank (the Fifth “New Notes”) duly executed by the Borrowers;
(ii) a secretary’s or assistant secretary’s certificate from the Company and each Subsidiary Borrower certifying resolutions of the board of directors, managers or member of each such Borrower authorizing the increased borrowings under this Amendment, the execution, delivery and performance of this Amendment Closing Dateand all documents contemplated hereunder, all documentation and other information related certifying the designation of Authorized Officers to execute the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” Credit Agreement, Loan Documents and anti-money laundering rules amendments thereto;
(iii) true, correct and regulation complete copies of the Acquisition Documents, including, without limitation, copies of deeds in recordable form covering any real property acquired by CVG Acquisition LLC in the Patriot ActAcquisition and owners title insurance policies or commitments covering the same, Phase 1 Environmental Reports covering such real property, and surveys and appraisals of such real property in each case form and substance reasonably satisfactory to the extent Agent;
(iv) an opinion of counsel to the Borrowers, CVG Acquisition LLC and CVG Management Corporation covering such matters as reasonably requested by the Administrative Agent or and in form and substance reasonably satisfactory to the 2023 Incremental Term Lenders from Agent;
(v) an Assumption Letter in the Borrower required form duly executed by CVG Acquisition LLC and an Assumption Letter in writing at least five business days the required form duly executed by CVG Management Corporation;
(vi) AXXXX 27 and AXXXX 25 certificates of insurance with respect to each of the businesses and real properties of CVG Acquisition LLC in such amounts and with such carriers as shall be reasonably acceptable to the Agent;
(vii) Evidence that the Company’s EBITDA for the 12 months prior to the Fifth Amendment Closing DateEffective Date was not less than $65,000,000;
(viii) evidence that the Total Leverage Ratio as of the Effective Date is not more than 2.75;
(ix) such other documents, instruments and approvals as the Agent may reasonably request, including, without limitation, certified copies of the Articles of Organization of CVG Acquisition LLC, a copy of CVG Acquisition LLC’s bylaws or operating agreement, if any, certified by the Secretary or Assistant Secretary of CVG Acquisition LLC, certificate of good standing for CVG Acquisition LLC, secretary’s certificate regarding incumbency of officers of CVG Acquisition LLC and authorization resolutions for CVG Acquisition LLC to execute and deliver the Acquisition Documents, the Assumption Letter and this Amendment and certified copies of the Articles of Incorporation of CVG Management Corporation, its bylaws and any other governance documents of CVG Management Corporation, if any, certified by the Secretary or Assistant Secretary of CVG Management Corporation and a certificate of good standing from CVG Management Corporation’s state of incorporation and a secretary’s certificate regarding incumbency of officers of CVG Management Corporation and authorization resolutions for CVG Management Corporation for its execution delivery of this Amendment and the Assumption Letter; and
(x) an Aircraft Security Agreement in form and substance reasonably satisfactory to the extent Agent covering that certain aircraft acquired by the Borrower qualifies Company through a new Subsidiary of the Company known as a CVG Logistics, LLC (“legal entity customer” under 31 C.F.R. § 1010.230 (Logistics”) duly executed by Logistics, together with certified copies of the “Beneficial Ownership Regulation”), Articles of Organization and any governance documents of Logistics and a certificate regarding beneficial ownership as required by of the Beneficial Ownership Regulation with respect to member of Logistics authorizing execution and delivery of the Borrower;Aircraft Security Agreement.
(f) the Administrative Agent The following events shall have received a certificate of a Responsible Officer of occurred or shall occur substantially simultaneously with the Borrower stating that the conditions set forth in clauses (c) execution and (d) delivery of this Section 3 Amendment:
(i) the Acquisition shall have been satisfiedconsummated;
(gii) after giving effect to the Administrative Agent shall have received such certificates, copies funding provided on the Effective Date and payment of Organization Documents all costs and expenses of the Loan PartiesAcquisition, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to there shall be a party on minimum availability under the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion Borrowing Base of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent$15,000,000.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Commercial Vehicle Group, Inc.)
Conditions to Effectiveness of this Amendment. This Amendment shall not become effective upon until, and shall become effective on the first date on which (the "Sixth Amendment Effective Date") when, each and every one of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):satisfied:
(a) executed counterparts of this Amendment Amendment, duly executed by the Borrower and each of the Banks, shall have been executed and delivered by to the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative Agent;
(b) the Administrative Agent or other applicable Person M&I Bank shall have received all fees a new promissory note substantially in the form attached hereto as Exhibit B (the "Amended M&I Bank Note"), which Amended M&I Bank Note shall constitute an amendment and other amounts due and restatement of the Revolving Note dated July 23, 1998 payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan DocumentM&I Bank;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default Norwest shall have occurred received a new promissory note substantially in the form attached hereto as Exhibit C duly executed by the Borrower (the "Amended Norwest Note"), which Amended Norwest Note shall constitute an amendment and be continuing on such daterestatement of the Revolving Note dated September 28, 1998 payable to Norwest;
(d) the Agent shall have received from each Guarantor a Consent and Agreement of Guarantor in the representations form of Exhibits D-1 through D-8 hereto (the "Guarantor Agreements") duly completed and warranties made executed by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects)Guarantor;
(e) the Administrative Agent shall have received a copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Amendment, the Amended M&I Bank Note and the 2023 Incremental Term Lenders shall have receivedAmended Norwest Note certified by an officer thereof, at least three business days prior together with a certificate of an officer of the Borrower certifying as to the Fifth Amendment Closing Date, all documentation incumbency and other information related the true signatures of the officers authorized to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitationexecute this Amendment, the Patriot Act, in each case to Amended M&I Bank Note and the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to Amended Norwest Note on behalf of the Borrower;; and
(f) the Administrative Agent shall have received a certificate the favorable opinion of a Responsible Officer of counsel to Borrower, covering the Borrower stating that the conditions matters set forth in clauses (c) Exhibit E hereto. Upon the Sixth Amendment Effective Date, the Agent shall notify the Borrower and (d) the Banks that this Amendment has become effective, but the failure of the Agent to give such notice shall not affect the validity of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions Amendment or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agentprevent it from becoming effective.
Appears in 1 contract
Samples: Credit Agreement (Norstan Inc)
Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the first date on which each as of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):
(a) date of this Amendment first set forth above provided, and at such time, that the following agreements, documents and other items shall have been executed and delivered to the Lender by the Borrowerparty indicated, each Subsidiary Guarantorof which agreements, each 2023 Incremental Term documents and other items shall be in form and substance acceptable to the Lender:
(a) The Borrower shall have executed and delivered to the Lender and the Administrative Agent;this Amendment.
(b) the Administrative Agent or other applicable Person The Borrower shall have received all fees executed and other amounts due and payable to any Person on or prior delivered to the Fifth Amendment Closing Date, including, Lender the Second Amended and Restated Second Supplement to the extent invoiced three Master Loan Agreement (3Term Revolving Loan) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;even date herewith.
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default The Borrower shall have occurred executed and be continuing on such date;delivered to the Lender the Second Amended and Restated Term Revolving Note in the original principal amount of $50,000,000.00 of even date herewith.
(d) each of the representations The Borrower shall have executed and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except delivered to the extent such representations Lender the Fourth Amended and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as Restated Mortgage of such earlier even date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);herewith. 122746 / 4825-0148-5006 v4
(e) the Administrative Agent and the 2023 Incremental Term Lenders The Borrower shall have received, at least three business days prior paid to the Fifth Amendment Closing DateLender the following costs, all documentation fees and other information related to expenses: (i) the Borrower or any Guarantor loan amendment fee required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation includingLender, without limitation, the Patriot Act, in each case to the extent requested if any; (ii) legal fees incurred by the Administrative Agent Lender in connection with the negotiation, preparation, review and execution of this Amendment and all documents and agreements required or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior contemplated hereby; and (iii) fees incurred or to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required be incurred by the Beneficial Ownership Regulation with respect to Lender in closing the Borrower;transactions contemplated by this Amendment and recording and filing any related documents.
(f) the Administrative Agent The Borrower shall have received a certificate of a Responsible Officer of taken such actions and executed such documents and agreements as shall be reasonably requested by Lender to effect the Borrower stating that the terms and conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative AgentAmendment.
Appears in 1 contract
Samples: Master Loan Agreement (Homeland Energy Solutions LLC)
Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective upon when the first date on which Agent shall have received at least four (4) counterparts of this Amendment, duly executed by the Company and each of Lender and acknowledged by NCFC, provided the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):are satisfied:
(a) Before and after giving effect to this Amendment Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement and Section 5 of the Pledge and Security Agreement shall have been executed be true and delivered correct as though made on the date hereof, except for changes that are permitted by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and terms of the Administrative Agent;Credit Agreement.
(b) the Administrative Agent or other applicable Person shall have received all fees Before and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Event of Default or and no Unmatured Event of Default shall have occurred and be continuing on such date;continuing.
(c) No material adverse change in the business, assets, financial condition or prospects of the Company shall have occurred since the Effective Date.
(d) The following shall have been delivered to the Agent, each of duly executed or certified, as the representations case may be, and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and dated as of the date hereof with of delivery thereof:
(i) executed copies of new Warehousing Promissory Notes in favor of BNY and First Chicago (the same effect new Warehousing Promissory Notes herein referred to collectively as though made on "New Bank Notes" and individually as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respectsa "New Bank Note");
(eii) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate certified copies of a Responsible Officer resolutions of the Borrower stating that the conditions set forth in clauses (c) and (d) Board of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents Directors of the Loan PartiesCompany authorizing or ratifying the execution, resolutions or other action delivery and incumbency certificates performance of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents New Bank Notes;
(iii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to which such Loan Party is the Lenders;
(iv) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment and the New Bank Notes;
(v) a party or is favorable opinion of Xxxx X. Xxxxxxx, counsel to be a party the Company and NCFC, addressed to the Lenders, as to the matters and to the effect set forth on the Fifth Amendment Closing DateExhibit I hereto; and
(hvi) such other documents, instruments, opinions and approvals as the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form may reasonably satisfactory to the Administrative Agentrequest.
Appears in 1 contract
Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the first date on which each of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Third Amendment Closing Date”):
(a) this Amendment shall have been executed and delivered by the Borrower, each Subsidiary Guarantor, each 2023 2022 Incremental Term Lender and the Administrative Agent;
(b) the Administrative Agent or other applicable Person shall have received all fees and other amounts due and payable to any Person on or prior to the Fifth Third Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Third Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 2022 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Third Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 2022 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Third Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Third Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effectiveness of this Amendment. This 4.1. Upon satisfaction of each and every one of the following conditions, this Amendment shall become effective upon the first date on which each as of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):date first written above:
(a) executed counterparts of this Amendment Amendment, duly executed by the Company, the Subsidiary Guarantors and the Required Holders, shall have been executed and delivered by the Borrower, to each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative Agentholder of Notes or its special counsel;
(b) the Administrative Agent representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof and each holder of Notes or other applicable Person its special counsel shall have received all fees and other amounts due and payable an Officer’s Certificate to such effect;
(c) each holder of the Notes or its special counsel shall have received an Officer’s Certificate identifying each Additional or More Restrictive Covenant that will be in effect on the date of this Amendment, including therein a verbatim statement of each such Additional or More Restrictive Covenant, together with any Person on definitions incorporated therein;
(d) each holder of the Notes or prior its special counsel shall have received an opinion of legal counsel to the Fifth Amendment Closing DateCompany, including, in form and content satisfactory to the extent invoiced three Required Holders to the effect that: (1) the Company is validly existing and in good standing in its state of formation and has all requisite entity power and authority to enter into this Amendment and perform its obligations hereunder and under the Original Note Purchase Agreement, as amended hereby; (2) this Amendment and the Original Note Purchase Agreement, as amended hereby, have been duly authorized, executed and delivered by the Company; (3) days prior the transactions described in this Amendment and in the and Original Note Purchase Agreement, as amended hereby, will not constitute a default or breach under the terms of any material agreement or instrument listed by Company as an exhibit to its annual report on Form 10-K filed with the SEC for the fiscal quarter ended December 31, 2019 or as an exhibit to its quarterly report on Form 10-Q filed with the SEC for the fiscal quarter ended September 30, 2020; (4) this Amendment and the Original Note Purchase Agreement, as amended hereby, constitute the legal, valid and binding obligations, contracts and agreements of the Company, enforceable against the Company in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally, and (5) such other matters, incident to the Fifth Amendment Closing Datetransactions contemplated hereby, reimbursement as the Required Holders or payment of all reasonable and documented out-of-pocket expenses special counsel to the holders of the Administrative Agent Notes may reasonably request;
(including e) each holder of the reasonable and documented legal Notes shall have received, by payment in immediately available funds to the account of such holder set forth in the Purchaser Schedule, the amount set forth opposite such holder’s name in Schedule 1 attached hereto; and
(f) the Company shall have paid the fees and expenses of Xxxxx Xxxx & Xxxxxxxx Xxxxxx Xxxxxx LLP, special counsel to the Administrative Agent)Noteholders, in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the negotiation, preparation, approval, execution and delivery of this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative AgentAmendment.
Appears in 1 contract
Conditions to Effectiveness of this Amendment. This The effectiveness of this Amendment shall become effective upon be subject to the first date on which each satisfaction of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):conditions:
(a) this Amendment Lender shall have been received, in form and substance satisfactory to Lender, an original of this Amendment, duly authorized, executed and delivered by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative Agent;
(b) the Administrative Agent or other applicable Person Lender shall have received all fees and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), Fee in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Documentimmediately available funds;
(c) at Lender shall have received, in form and substance satisfactory to Lender, true, correct and complete copies of the time Familymeds Merger Agreements.
(d) Lender shall have received, in form and substance satisfactory to Lender, evidence that all amounts payable from Familymeds, Inc. and its affiliates to Borrower have been paid in full.
(e) Lender shall have received such opinions of counsel to Borrower with respect to the Familymeds Merger and immediately after giving related matters as Lender may require.
(f) Lender shall have received any and all such further instruments and documents as Lender may require to obtain the full benefits of this Amendment and to protect, preserve and maintain Lender’s rights in the Collateral; and
(g) Lender shall have received, in form and substance satisfactory to Lender, a true, complete and correct copy of an Amendment to the Amended and Restated Credit Agreement, dated as of August 19, 2002 among Familymeds, Inc., as Borrower, the other credit parties signatory thereto, and General Electric Capital Corporation, as Lender.
(h) Lender shall have received, in form and substance satisfactory to Lender, evidence that Borrower has received a written commitment issued by one or more independent third-party lenders satisfactory to Lender (“New Lender”) to provide DrugMax, Inc. and certain of its direct and indirect Subsidiaries (including, without limitation, Familymeds, Inc.), with replacement working capital financing (“New Financing”) in an amount not less than the amount necessary to pay in cash in full absolutely and unconditionally, all of the Obligations due Lender by each Borrower and Guarantor (“Commitment”), which Commitment shall be valid and effective for a period through and including December 10, 2004 and shall provide for the repayment of such Obligations as described above. [Omitted as Confidential]
(i) The Consulting Agreement shall be in full force and effect to this Amendmentfor a term through and including the last day of the Forbearance Period and Lender shall have received a true, complete and correct copy of the Consulting Agreement.
(j) Other than the Existing Defaults, no other Default or Event of Default shall have has occurred and be or is continuing on such date;
(d) each of after giving effect to the representations and warranties made by any Loan Party amendments set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respectsthis Amendment);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effectiveness of this Amendment. This Second Amendment shall not become effective until, and shall become effective upon the first date on which when, each and every one of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):satisfied:
(a) executed counterparts of this Amendment Second Amendment, duly executed by the Company, the Subsidiary Guarantors and the Required Holders, shall have been executed and delivered by to the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative AgentNoteholders;
(b) executed counterparts of an amendment to the Administrative Agent or other applicable Person Intercreditor Agreement, duly executed by the Company and the thereto shall have received all fees and other amounts due and payable to any Person on or prior been delivered to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan DocumentNoteholders;
(c) at executed counterparts of the time Deed of and immediately after giving effect Trust with respect to this Amendmentthe Provenance Property, no Default or Event of Default duly executed by the Company shall have occurred and be continuing on such datebeen delivered to the Noteholders;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of Noteholders shall have received evidence satisfactory to them that the Credit Agreement or in any other Loan Document has been amended and restated which amendment and restatement shall be true in form and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except substance satisfactory to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects)Noteholders;
(e) the Administrative Agent and the 2023 Incremental Term Lenders Company shall have received, at least three business days prior caused to be delivered to the Fifth Amendment Closing Date, all documentation Noteholders an appraisal for the Provenance Property and other information related such appraisal shall be satisfactory to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” Noteholders in scope and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrowerform;
(f) the Administrative Agent Deed of Trust with respect to the Provenance Property (the “Provenance Deed of Trust”) and the financing statements relating thereto, shall have received a certificate of a Responsible Officer be duly filed or recorded, as applicable, in such manner and in such places as is required to establish, preserve and protect the liens and security interests of the Borrower stating that Deed of Trust as a valid first mortgage lien and a security interest of record on the conditions set forth Provenance Property (including, without limitation, all Trade Property (as defined in clauses (cthe Provenance Deed of Trust) and (d) of this Section 3 have been satisfiedlocated thereon);
(g) the Administrative loan title insurance policy shall have been issued to the Noteholders with respect to the Provenance Property in scope and form satisfactory to the Noteholders and the “date-down” endorsements and amended “tie-in” endorsements to the title insurance policies in place for the remaining parcels of real property currently subject to Deeds of Trust in favor of the Collateral Agent shall have received such certificates, copies of Organization Documents of been issued and delivered to the Loan Parties, resolutions or other action Noteholders in scope and incumbency certificates of Responsible Officers of each Loan Party, evidencing form satisfactory to the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; andNoteholders;
(h) the Administrative Agent representations and warranties of the Company and the Subsidiary Guarantors set forth in Section3 hereof are true and correct on and with respect to the date hereof;
(i) each Noteholder shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, opinions in form and substance satisfactory to such Noteholder from (A) special counsel for the Borrower addressed Company covering such matters incident to the Administrative Agent transactions contemplated hereby as such Noteholder may reasonably request and (B) special counsel for the Lenders party hereto in a form reasonably satisfactory Company covering such matters incident to the Administrative Agenttransactions contemplated hereby as such Noteholder may reasonably request;
(j) the Company shall have paid the reasonable fees and expenses of MxXxxxxxx, Will & Exxxx, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment; and
(k) the Company shall have paid the amendment fee in the amount of $45,000 pro rata to the Noteholders.
Appears in 1 contract
Conditions to Effectiveness of this Amendment. This Upon satisfaction of each and every one of the following conditions, this Amendment shall become effective upon the first date on which each as of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):date first written above:
(a) executed counterparts of this Amendment Amendment, duly executed by the Company and the Required Holders, shall have been executed and delivered by the Borrower, to each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative AgentNoteholder or its special counsel;
(b) the Administrative Agent or other applicable Person representations and warranties of the Company set forth in Section 3 shall be true and correct on and with respect to the date hereof and each Noteholder shall have received all fees and other amounts due and payable an Officer’s Certificate to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Documentsuch effect;
(c) at the time Bank Credit Agreement shall have been amended in a manner such that the terms of and immediately the Note Agreement, after giving effect to this Amendment, shall be no Default or Event less favorable to the Noteholders than the terms of Default shall have occurred and be continuing on such datethe Bank Credit Agreement, as so amended;
(d) each Noteholder or its special counsel shall have received opinions of counsel to the representations Constituent Companies and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of Subsidiary Guarantors, dated the date hereof with the same effect as though made on of this Amendment, in scope, form and as of such date, except substance reasonably satisfactory to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);Required Holders;
(e) the Administrative Agent and the 2023 Incremental Term Lenders each Noteholder or its special counsel shall have receivedreceived one or more Guaranty Supplements executed by Sunstone Sea Harbor, at least three business days prior to the Fifth Amendment Closing DateLLC, Key West 2016, LLC, Sunstone Holdco 10, LLC, Sunstone Sea Harbor Holdco, LLC and SWW No. 1 LLC, together with all documentation and other information related to the Borrower or any Guarantor documents required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, Section 9.9(a) of the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the BorrowerNote Purchase Agreement;
(f) the Administrative Agent each Noteholder shall have received a certificate received, by payment in immediately available funds to the account of a Responsible Officer of the Borrower stating that the conditions such holder set forth in clauses (c) and (d) of this Section 3 the Purchaser Schedule to the Note Agreement or to such other account as such Noteholder shall have been satisfied;heretofore provided to the Company, the amount set forth opposite such holder’s name in Schedule 1 hereto; and
(g) the Administrative Agent Company shall have received such certificatespaid the fees and expenses of Xxxxxx Xxxxxx LLP, copies of Organization Documents of special counsel to the Loan PartiesNoteholders, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the negotiation, preparation, approval, execution and delivery of this Amendment and to the other Loan Documents to which such Loan Party is a party or is to be a party extent invoiced by noon (New York time) on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agentdate hereof.
Appears in 1 contract
Samples: Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)
Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the first date on which each satisfaction of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):conditions:
(a) execution and delivery of this Amendment shall have been executed and delivered by the BorrowerConstituent Companies, each Subsidiary Guarantor, each 2023 Incremental Term Lender Guarantor and the Administrative AgentRequired Holders;
(b) executed counterparts of an amendment to the Administrative Agent or other applicable Person Note and Guaranty Agreement dated as of December 4, 2018, duly executed by the Constituent Companies, each Subsidiary Guarantor and the holders of the Notes thereunder, substantially identical to this Amendment, shall have received all fees and other amounts due and payable to any Person on or prior been delivered to the Fifth Amendment Closing Date, including, Noteholders;
(c) executed counterparts of an amendment to the extent invoiced three (3) days prior Note and Guaranty Agreement dated as of December 30, 2020, duly executed by the Constituent Companies, each Subsidiary Guarantor and the holders of the Notes thereunder, substantially identical to this Amendment, shall have been delivered to the Fifth Amendment Closing DateNoteholders;
(d) executed counterparts of an amendment to the Bank Credit Agreement, reimbursement or payment of all reasonable duly executed by the Constituent Companies and documented out-of-pocket expenses each of the Administrative Agent other requisite parties thereto, on terms substantially identical to this Amendment, shall have been delivered to the Noteholders;
(including e) the reasonable Constituent Companies shall have paid the fees, charges and documented legal fees and expenses disbursements of Xxxxx Xxxx & Xxxxxxxx Xxxxxx Xxxxxx LLP, special counsel to the Administrative Agent)Noteholders, in each caseconnection with the review, negotiation, execution and delivery of this Amendment to the extent required that the Constituent Companies shall have received an invoice therefor at least one Business Day prior to be reimbursed or paid by the Borrower under any Loan Document;date of this Amendment; and
(cf) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party of each Constituent Company set forth in Article V of the Credit Agreement or in any other Loan Document Section 2 hereof shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agentdate hereof.
Appears in 1 contract
Samples: Note and Guaranty Agreement (Americold Realty Trust)
Conditions to Effectiveness of this Amendment. This The amendments to the Agreements provided for in this Amendment shall not become effective until, and shall become effective upon on, the first date on which ("Effective Date") when, each and every one of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):satisfied:
(a) counterparts of this Amendment shall have been duly executed and delivered by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender Company and the Administrative Agentholders of 100% in aggregate principal amount of Notes at the time outstanding (as provided in Section 12(a) of the Agreements);
(b) the Administrative Agent or other applicable Person shall have received all fees representations and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses warranties of the Administrative Agent (including the reasonable Company set forth in paragraph 5 of this Amendment shall be true and documented legal fees correct and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent continuing; and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent Noteholders shall have received a certificate of a Responsible Officer an Officers' Certificate of the Borrower stating that Company to the conditions set forth in clauses foregoing effect; and
(c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent Noteholders shall have received such certificatesthe favorable opinion of counsel to the Company, copies dated the Effective Date, which opinion shall be in form and substance satisfactory to the Noteholders, and shall be to the effects that (i) the execution and delivery by the Company of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the performance by the Company of this Amendment and of the Agreements and the Notes as amended hereby (A) have been duly authorized by all requisite corporate action on the part of the Company (no action on the part of the shareholders of the Company being required therefor), (B) after giving effect to the simultaneous amendment of the 1994 Agreements, do not require the consent or approval of (1) any Governmental Body, or (2) except as set forth in paragraph 5 above, to its knowledge, any other Loan Documents Person, (C) do not and will not, except as set forth in paragraph 5 above, (1) violate (x) any provision of any applicable law, statute, rule or regulation or of the articles of incorporation or by-laws of the Company, (y) any Order known to such counsel of any court, administrative body or arbitrator binding upon the Company or any of its properties or (z) any provision of any material loan or credit agreement, indenture, mortgage or other agreement or instrument known to such counsel to which such Loan Party the Company is a party or is by which it or any of its properties are or may be bound or (2) result in any breach of or constitute (alone or with notice or lapse of time or both) a default under any such material loan or credit agreement, indenture, mortgage or other agreement or instrument known to be a party on the Fifth Amendment Closing Date; and
such counsel, and (hii) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXXthis Amendment, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto Agreements and the Notes as amended hereby, constitute the legal, valid and binding obligations and agreements of the Company, enforceable against the Company in a form reasonably satisfactory accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to the Administrative Agentor limiting creditors' rights generally.
Appears in 1 contract
Samples: Note Purchase Agreement (Hutchinson Technology Inc)
Conditions to Effectiveness of this Amendment. This Amendment shall not become effective effective, or legally binding on the parties to the Agreement, and neither the Company nor the Noteholders shall have any rights under this Amendment, until (i) all fees due and payable in connection with the execution of this Amendment by the Noteholders pursuant to the terms of that certain letter agreement, dated as of December 14, 2009, among the Company, the Guarantor and the Noteholders (the “Fee Letter”) have been timely paid, (ii) the Noteholders shall have received reimbursement or payment of the costs and expenses of the Noteholders incurred in connection with this Amendment or the Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Noteholders), (iii) the Company shall have entered into definitive stock purchase agreements for the issuance and sale of shares of its common stock which upon consummation would result in proceeds to the first date on which Company, net of placement agent fees, of more than $25,000,000 in the aggregate and shall have notified the Noteholders in writing thereof and (iv) the Noteholders shall have received each of the following conditions precedent shall have been satisfied (or waived) (such datedocuments, in form and substance satisfactory to the “Fifth Amendment Closing Date”):Noteholders:
(a) this Amendment shall have been and the Fee Letter, duly executed and delivered by the BorrowerCompany, each Subsidiary Guarantor, each 2023 Incremental Term Lender the Guarantor and the Administrative AgentNoteholders;
(b) the Administrative Agent or other applicable Person shall have received all fees a copy of that certain “First Amendment to Third Amended and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing DateRestated Credit Agreement”, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and dated as of the date hereof with and in the same effect form attached hereto as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 Exhibit A (the “Beneficial Ownership RegulationBank Amendment”), a certificate regarding beneficial ownership as required duly executed by the Beneficial Ownership Regulation with respect Bank of Oklahoma, N.A., the requisite lenders under the Credit Agreement, the Guarantor and the Company. Notwithstanding the foregoing, it is expressly understood and agreed that the modifications to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions Agreement set forth in clauses Section 1 of this Amendment shall become effective upon, and only upon, (ci) the consummation of a Successful Stock Offering and (d) of this Section 3 have been satisfied;
(gii) the Administrative Agent shall have received such certificates, copies payment of Organization Documents of the Loan Parties, resolutions or other action all fees due and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer payable in connection with this Amendment and the other Loan Documents to which consummation of such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed Successful Stock Offering pursuant to the Administrative Agent and terms of the Lenders party hereto in a form reasonably satisfactory to the Administrative AgentFee Letter.
Appears in 1 contract
Samples: Master Shelf Agreement (Saia Inc)
Conditions to Effectiveness of this Amendment. This Amendment shall become be effective upon as of December 30, 2005 (the first date on which each “Effective Date”), provided the Agent shall have received sufficient counterparts of this Amendment as required by the Agent, duly executed by the Borrowers and all of the Banks, and the following conditions precedent shall have been are satisfied (or waived) (such date, the “Fifth Amendment Closing Date”)::
(a) this Amendment shall have been executed Before and delivered by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative Agent;
(b) the Administrative Agent or other applicable Person shall have received all fees and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth of the Borrowers in Article V IV of the Credit Loan Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as Section 7 of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they Security Agreement shall be true and correct in all material respects as though made on the date hereof, except to the extent such representations and warranties by their terms are made as of such earlier a specific date and except for changes that are permitted by the terms of the Loan Agreement.
(except that any representation b) After giving effect to this Amendment, no Event of Default and warranty that is qualified as to “materiality” or “no Default shall have occurred and be continuing.
(c) No Material Adverse Effect” Effect shall have occurred since July 12, 2005.
(d) No revisions shall have been made to the articles of incorporation or bylaws of any of the Borrowers since July 12, 2005.
(e) The Agent shall have received the following or shall receive the following substantially simultaneously with the execution and delivery of this Amendment, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof:
(i) new Revolving Note payable to the Agent (the “New Note”) duly executed by the Borrowers (which shall be true provided promptly after execution and correct in all respectsdelivery of this Amendment);
(eii) an officer’s certificate from each Foreign Currency Borrower certifying resolutions of the Administrative Agent and board of directors, managers or member of each such Borrower authorizing the 2023 Incremental Term Lenders shall have received, at least three business days prior to changes in the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities Loan Agreement under applicable “know your customer” and anti-money laundering rules and regulation including, without limitationthis Amendment, the Patriot Actexecution, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate delivery and performance of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and all documents contemplated hereunder, and certifying the other Loan Documents designation of Authorized Officers to which such Loan Party is a party or is to be a party on execute the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent.Amendment;
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Commercial Vehicle Group, Inc.)
Conditions to Effectiveness of this Amendment. This Amendment --------------------------------------------- shall become effective upon when the first date on which each Banks shall have received at least four (4) counterparts of this Amendment, duly executed by the Company and the Banks and acknowledged by New Century Financial Corporation ("NCFC"), provided the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):are satisfied:
(a) Before and after giving effect to this Amendment Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement and Section 5 of the Pledge and Security Agreement shall have been executed be true and delivered correct as though made on the date hereof, except for changes that are permitted by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and terms of the Administrative Agent;Credit Agreement.
(b) the Administrative Agent or other applicable Person shall have received all fees Before and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Event of Default or and no Unmatured Event of Default shall have occurred and be continuing on such date;under the Credit Agreement.
(c) No material adverse change in the business, assets, financial condition or prospects of the Company shall have occurred since the Effective Date.
(d) The following shall have been delivered to the Agent, each of duly executed or certified, as the representations case may be, and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and dated as of the date hereof with of delivery thereof:
(i) a restated Warehousing Note payable to GFB in the same effect principal amount of GFB's Warehousing Commitment Amount, as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier dateincreased by this Amendment, in which case they shall be true and correct in all material respects as the form of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects)Exhibit F hereto, duly executed by the Company;
(eii) certified copies of resolutions of the Administrative Agent Board of Directors of the Company authorizing or ratifying the execution, delivery and performance of this Amendment;
(iii) a certified copy of any amendment or restatement of the 2023 Incremental Term Lenders shall have received, at least three business days prior Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Fifth Amendment Closing DateBanks;
(iv) certified copies of all documents evidencing any necessary corporate action, all documentation and other information related to the Borrower consent or any Guarantor required by governmental or regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 approval (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation if any) with respect to the Borrowerthis Amendment;
(fv) a favorable opinion of Xxxx X. Xxxxxxx, counsel to the Administrative Agent shall have received a certificate of a Responsible Officer of Company and NCFC, addressed to the Borrower stating that Banks, as to the conditions matters and to the effect set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing DateExhibit H hereto; and
(hvi) such other documents, instruments, opinions and approvals as the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form Banks may reasonably satisfactory to the Administrative Agentrequest.
Appears in 1 contract
Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon as of the first date on which each of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Second Amendment Closing Effective Date”):
(a) this Amendment the Administrative Agent shall have been received Extending Lender Consents duly executed and delivered by the BorrowerTerm Loan Lenders holding, each Subsidiary Guarantorin aggregate, each 2023 Incremental Term Lender and the Administrative AgentLoans in an amount equal to or greater than $250,000,000;
(b) the Administrative Agent or other applicable Person shall have received all fees (i) this Amendment, duly executed and other amounts due and payable to any Person on or prior to delivered by each of the Fifth Amendment Closing DateBorrower, includingthe Loan Parties, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Collateral Agent, and (including ii) Extending Lender Consents, in the reasonable form attached hereto as Annex A (the “Extending Lender Consents”), or Non-Extending Lender Consents, in the form attached hereto as Annex B (the “Non-Extending Lender Consents” and, together with the Extending Lender Consents, the “Lender Consents”), duly executed and documented legal fees delivered by the Lenders constituting the Requisite Lenders and expenses the Lenders constituting the Requisite Term Loan Lenders;
(c) the Administrative Agent shall have received a favorable opinion of Xxxxx (i) Xxxxxx & Bird, LLP, counsel to the Loan Parties, (ii) other local counsel satisfactory to the Administrative Agent and (iii) Xxxxxx Xxxx & Xxxxxxxx Xxxxxx LLP, special counsel to the Loan Parties as to FCC matters, dated as of the Second Amendment Effective Date and addressed to the Administrative Agent), the Lenders and the Issuers, in each case, form and substance satisfactory to the extent required to be reimbursed or paid by the Borrower under any Loan DocumentAdministrative Agent;
(cd) at the time of immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(di) each of the representations and warranties made by any Loan Party set forth in Article V IV of the Restated Credit Agreement or and in any the other Loan Document shall be Documents are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the such date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects as of such earlier date date, (except that any representation ii) the representations and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be warranties set forth in Section 9 are true and correct in all respects);
material respects and (eiii) the Administrative Agent no Default or Event of Default has occurred and the 2023 Incremental Term Lenders shall have receivedis continuing, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of from a Responsible Officer of the Borrower, dated as of the Second Amendment Effective Date and in form and substance satisfactory to the Administrative Agent, certifying the foregoing;
(e) before and after giving effect to the Extended Term Loans described in this Amendment, such Extended Term Loans do not violate any Requirement of Law on the date of or immediately following such Extended Term Loans and are not enjoined temporarily, preliminarily or permanently;
(f) the Borrower stating shall have paid to the Administrative Agent, (i) for the ratable benefit of each Lender that has executed and delivered an Extending Lender Consent or a Non-Extending Lender Consent to the conditions set forth Administrative Agent on or prior to the Consent Due Date, an amendment fee in clauses (c) an amount equal to 0.20% of such Lender’s Revolving Credit Commitments and/or Term Loans, as applicable, on the Second Amendment Effective Date and (dii) of this Section 3 have been satisfiedall other fees and expenses due and payable on or before the Second Amendment Effective Date in connection herewith;
(g) the Borrower shall have paid all fees and expenses (including the reasonable fees and expenses of Weil, Gotshal & Xxxxxx LLP) incurred by the Administrative Agent shall have received such certificatesand invoiced in connection with the preparation, copies negotiation and execution of Organization Documents of the Loan Parties, resolutions this Amendment or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized otherwise required to act as a Responsible Officer be paid in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing DateAmendment; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXXsuch other certificates, special counsel for the Borrower addressed to documents, agreements and information respecting any Loan Party as the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agentmay request.
Appears in 1 contract
Samples: Credit Agreement (Knology Inc)
Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Noteholders hereunder, it is understood and agreed that this Amendment shall not become effective upon effective, and the first date on which each Company shall have no rights hereunder, until satisfaction of the following conditions precedent condition set forth in the penultimate sentence of this Section 2 and until each Noteholder shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):received:
(a) a copy of this Amendment shall have been executed and delivered by the BorrowerCompany, each the Subsidiary Guarantor, each 2023 Incremental Term Lender Guarantors and the Administrative AgentRequired Holders;
(b) a copy of the Administrative Agent or other applicable Person shall have received all fees fully executed Second Bank Amendment in form and other amounts due and payable to any Person on or prior substance reasonably satisfactory to the Fifth Amendment Closing DateRequired Holders (a true, including, to the extent invoiced three correct and complete copy of which is attached hereto as Annex 1);
(3c) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses a copy of the Administrative Agent (including fully executed Gores Limited Guaranty, executed by each of the reasonable and documented legal fees and expenses Gores Parties in favor of Xxxxx Xxxx the holders of the Notes, in substantially the form of Annex 2 hereto, together with an opinion of Weil, Gotshal & Xxxxxxxx Xxxxxx LLP, special counsel to the Administrative Agent)Gores Parties, in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time form of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such dateAnnex 3 hereto;
(d) each of the representations and warranties made by any Loan Party set forth in Article V Section 3 of the Credit Agreement or in any other Loan Document this Amendment shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);hereof; and
(e) payment of the Administrative Agent reasonable fees, charges and disbursements of counsel to, and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitationfinancial advisor for, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) Noteholders and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer incurred in connection with this Amendment (as set forth in invoices provided by Xxxxxxx XxXxxxxxx LLP and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx Xxxxxx, Del Genio, Xxxxx & Xxxxx XXXCo., special counsel for the Borrower addressed LLC, respectively, to the Administrative Agent Company on or prior to the date hereof). In addition, all corporate and other proceedings in connection with the Lenders party hereto in a form transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be reasonably satisfactory to the Administrative AgentRequired Holders and their special counsel (such satisfaction to be established by the execution and delivery of this Amendment by the Required Holders). The date on which all such conditions to the effectiveness of this Amendment have been met is referred to herein as the “Effective Date”.
Appears in 1 contract
Samples: Securities Purchase Agreement (Westwood One Inc /De/)
Conditions to Effectiveness of this Amendment. This Upon satisfaction of each of the following conditions, this Amendment shall become effective upon the first date on which each of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):
(a) this Amendment shall have been executed and delivered by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative Agent;
(b) the Administrative Agent or other applicable Person shall have received all fees and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with first written above:
(a) executed counterparts of this Amendment, duly executed by the same effect as though made on Company and as the holders of such datethe Notes under the Note Purchase Agreement, except shall have been delivered to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects)Noteholders;
(eb) executed counterparts of an amendment to the Administrative Agent Note Purchase Agreement dated as of May 2, 2016, duly executed by the Company and the 2023 Incremental Term Lenders holders of the Notes thereunder, amended to align the applicable terms thereof with those in the Note Purchase Agreement, as amended by this Amendment, shall have received, at least three business days prior been delivered to the Fifth Amendment Closing Date, all documentation and other information related Noteholders;
(c) executed counterparts of an amendment to the Borrower or any Guarantor required Note Purchase Agreement dated as of June 13, 2017, duly executed by regulatory authorities under the Company and the holders of the Notes thereunder, amended to align the applicable “know your customer” and anti-money laundering rules and regulation includingterms thereof with those in the Note Purchase Agreement, without limitationas amended by this Amendment, the Patriot Act, in each case shall have been delivered to the extent requested by Noteholders;
(d) executed counterparts of the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing DateNote Purchase Agreement dated as of June 30, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 2020 (the “Beneficial Ownership Regulation2020 Note Purchase Agreement”), a certificate regarding beneficial ownership as required duly executed by the Beneficial Ownership Regulation with respect Company and the Purchasers named therein, shall have been delivered to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that Noteholders, and the conditions set forth in clauses (c) and (d) of this Section 3 to closing thereunder shall have been satisfied;
(e) executed counterparts of an amendment to the Credit Agreement dated as of January 11, 2019, duly executed by the Company, the lenders from time to time parties thereto and Royal Bank of Canada, as administrative agent, amended to (i) remove the “springing lien” provisions (including the forms of Intercreditor agreement and pledge agreement) therefrom; provided that the general requirement in Section 6.13(a) of such agreement that the Company secure Obligations on an equal and ratable basis if Priority Debt exceeds 20% of Consolidated Net Worth (as each capitalized term is defined therein) may remain, and (ii) permit the issuance of the notes under the 2020 Note Purchase Agreement, shall have been delivered to the Noteholders;
(f) each of the Noteholders or their special counsel shall have received an opinion of Dentons US LLP, dated the date hereof, in scope, form and substance satisfactory to the Noteholders;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents representations and warranties of the Loan Parties, resolutions or other action Company set forth in Section 2 hereof are true and incumbency certificates of Responsible Officers of each Loan Party, evidencing correct on and with respect to the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Datedate hereof; and
(h) the Administrative Agent Company shall have received a favorable written opinion paid the reasonable fees and expenses of Xxxxxxxx & Xxxxx XXXXxxxxx Xxxxxx LLP, special counsel for the Borrower addressed to the Administrative Agent Noteholders, in connection with the negotiation, preparation, approval, execution and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agentdelivery of this Amendment.
Appears in 1 contract
Samples: Note Purchase Agreement (Caseys General Stores Inc)
Conditions to Effectiveness of this Amendment. This Amendment shall not become effective upon the first date on which until, and shall become effective when, each and every one of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):satisfied:
(a) this Amendment the Agent shall have been received executed and delivered counterparts of this Amendment, duly executed by the Borrower, Borrower and each Subsidiary Guarantor, each 2023 Incremental Term Lender and of the Administrative AgentBanks;
(b) the Administrative Agent or other applicable Person shall have received all fees and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses from each of the Administrative Agent Guarantors a Consent and Agreement of Guarantor in the form of Attachment 1 hereto (including the reasonable "Guarantor Agreements") duly completed and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid executed by the Borrower under any Loan Documentsuch Guarantor;
(c) at the time Agent shall have received a copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and immediately after giving effect to performance by the Borrower of this Amendment, no Default certified by its Secretary or Event an Assistant Secretary, together with a certificate of Default shall have occurred the Secretary or an Assistant Secretary of the Borrower certifying as to the incumbency and be continuing the true signatures of the officers authorized to execute this Amendment on such datebehalf of the Borrower;
(d) each the Agent shall have received from the Borrower a Revolving Note substantially in the form of the representations and warranties made by any Loan Party set forth in Article V of Exhibit 1.1C to the Credit Agreement or (the "Amended M&I Revolving Note"), made payable to M&I Bank in any other Loan Document the amount of M&I Bank's (formerly Sumitomo's) Revolving Commitment Amount and executed by the Borrower, which Amended M&I Note shall be true constitute an amendment and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as restatement of the date hereof with the same effect as though made on and as existing Revolving Note of such date, except Sumitomo referred to the extent such representations and warranties expressly relate in recital C to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);this Amendment; and
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate the favorable opinion of a Responsible Officer of counsel to the Borrower stating that covering the conditions matters set forth in clauses Exhibit B hereto, which opinion shall be in form and substance satisfactory to the Agent. Upon receipt of all of the foregoing, the Agent shall (ci) notify the Borrower and the Banks that this Amendment has become effective (but the failure of the Agent to give such notice shall not affect the validity of this Amendment or prevent it from becoming effective) and (dii) deliver the Amended M&I Revolving Note to M&I Bank, whereupon the unpaid principal and accrued but unpaid interest outstanding under said existing Revolving Note of Sumitomo shall be outstanding and unpaid under the Amended M&I Revolving Note. Upon receipt of the Amended M&I Revolving Note, M&I Bank shall return to the Borrower said existing Revolving Note of Sumitomo marked "renewed but not paid" or words to similar effect. The execution and delivery of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents Amendment is not intended as a novation or as a discharge of the Borrower's existing obligations under the Loan PartiesDocuments, resolutions or other action which obligations shall continue in full force and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agenteffect.
Appears in 1 contract
Samples: Credit Agreement (Norstan Inc)
Conditions to Effectiveness of this Amendment. This Amendment shall not become effective upon until, and shall become effective on the first date on which (the "Fifth Amendment Effective Date") when, each and every one of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):satisfied:
(a) executed counterparts of this Amendment Amendment, duly executed by the Borrower and each of the Banks, shall have been executed and delivered by to the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative Agent;
(b) the Administrative Agent or other applicable Person U.S. Bank shall have received all fees a new promissory note substantially in the form attached hereto as Exhibit A (the "Amended U.S. Bank Note"), which Amended U.S. Bank Note shall constitute an amendment and other amounts due and restatement of the Revolving Note payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan DocumentU.S. Bank;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default Norwest shall have occurred and be continuing on such datereceived a promissory note substantially in the form attached hereto as Exhibit B duly executed by the Borrower (the "Norwest Note"), which Norwest Note shall constitute Norwest's Revolving Note under the Credit Agreement;
(d) the Agent shall have received from each Guarantor a Consent and Agreement of Guarantor in the representations form of Exhibits C-1 through C-8 hereto (the "Guarantor Agreements") duly completed and warranties made executed by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects)Guarantor;
(e) the Administrative Agent shall have received a copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Amendment, the Amended U.S. Bank Note and the 2023 Incremental Term Lenders shall have receivedNorwest Note certified by an officer thereof, at least three business days prior together with a certificate of an officer of the Borrower certifying as to the Fifth Amendment Closing Date, all documentation incumbency and other information related the true signatures of the officers authorized to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitationexecute this Amendment, the Patriot Act, in each case to Amended U.S. Bank Note and the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to Norwest Note on behalf of the Borrower;
(f) the Administrative Agent shall have received a certificate the favorable opinion of a Responsible Officer of counsel to Borrower, covering the Borrower stating that the conditions matters set forth in clauses (c) Exhibit D hereto; and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on Upon the Fifth Amendment Closing Effective Date; and
, (hi) the Administrative Agent shall have received a favorable written opinion notify the Borrower and the Banks that this Amendment has become effective, but the failure of Xxxxxxxx & Xxxxx XXXthe Agent to give such notice shall not affect the validity of this Amendment or prevent it from becoming effective, special counsel (ii) Norwest shall pay to U.S. Bank in cash or cash equivalents the purchase price for the Borrower addressed Transferred Interest,
1. 1A-3 in the amount or the sum of $10,000,000. From and after the Fifth Amendment Effective Date, all interest, Revolving Commitment Fees and Letter of Credit Fees accrued on the Transferred Interest for the billing period in which the Fifth Amendment Effective Date falls shall be paid to the Administrative Agent as provided in the Credit Agreement, and distributed by the Lenders party hereto in a form reasonably satisfactory Agent (A) with respect to amounts accrued before the Administrative AgentFifth Amendment Effective Date, to U.S. Bank and (B) with respect to amounts accrued on or after the Fifth Amendment Effective Date, to Norwest.
Appears in 1 contract
Samples: Credit Agreement (Norstan Inc)
Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the first date on which each satisfaction of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):conditions:
(a) execution and delivery of this Amendment shall have been executed and delivered by the BorrowerConstituent Companies, each Subsidiary Guarantor, each 2023 Incremental Term Lender Guarantor and the Administrative AgentRequired Holders;
(b) executed counterparts of an amendment to the Administrative Agent or other applicable Person Note and Guaranty Agreement dated as of May 7, 2019, duly executed by the Constituent Companies, each Subsidiary Guarantor and the holders of the Notes thereunder, substantially identical to this Amendment, shall have received all fees and other amounts due and payable to any Person on or prior been delivered to the Fifth Amendment Closing Date, including, Noteholders;
(c) executed counterparts of an amendment to the extent invoiced three (3) days prior Note and Guaranty Agreement dated as of December 30, 2020, duly executed by the Constituent Companies, each Subsidiary Guarantor and the holders of the Notes thereunder, substantially identical to this Amendment, shall have been delivered to the Fifth Amendment Closing DateNoteholders;
(d) executed counterparts of an amendment to the Bank Credit Agreement, reimbursement or payment of all reasonable duly executed by the Constituent Companies and documented out-of-pocket expenses each of the Administrative Agent other requisite parties thereto, on terms substantially identical to this Amendment, shall have been delivered to the Noteholders;
(including e) the reasonable Constituent Companies shall have paid the fees, charges and documented legal fees and expenses disbursements of Xxxxx Xxxx & Xxxxxxxx Xxxxxx Xxxxxx LLP, special counsel to the Administrative Agent)Noteholders, in each caseconnection with the review, negotiation, execution and delivery of this Amendment to the extent required that the Constituent Companies shall have received an invoice therefor at least one Business Day prior to be reimbursed or paid by the Borrower under any Loan Document;date of this Amendment; and
(cf) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party of each Constituent Company set forth in Article V of the Credit Agreement or in any other Loan Document Section 2 hereof shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agentdate hereof.
Appears in 1 contract
Samples: Note and Guaranty Agreement (Americold Realty Trust)
Conditions to Effectiveness of this Amendment. This 3.1. Upon satisfaction of each and every one of the following conditions, this Amendment shall become effective upon the first date on which each as of the following conditions precedent shall have been satisfied December 1, 2010 (or waived) (such date, the “Fifth Amendment Closing Effective Date”):
(a) executed counterparts of this Amendment Amendment, duly executed by the Company and the holders of all of the outstanding principal of the Original Notes, shall have been executed and delivered by to the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative AgentNoteholders;
(b) the Administrative Agent or other applicable Person each Guarantor shall have received all fees and other amounts due and payable to any Person on or prior to duly executed the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment Reaffirmation of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan DocumentGuaranty Agreement attached hereto;
(c) at executed counterparts of that certain Notice of Direction and Termination given to the time Collateral Agent under the Intercreditor Agreement directing the Collateral Agent to release all Liens and terminate all Collateral Documents securing the Obligations and the obligations under the Bank Credit Agreement, duly executed by each of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such datethe parties party thereto;
(d) each of the representations and warranties made by any Loan Party of the Company set forth in Article V of the Credit Agreement or in any other Loan Document shall be Section 2 hereof are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of with respect to the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects)hereof;
(e) the Administrative Agent and the 2023 Incremental Term Lenders Company shall have received, at least three business days prior delivered to each Noteholder an executed copy of the Fifth Amendment Closing Date, all documentation Bank Credit Agreement which shall be in form and other information related substance reasonably satisfactory to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrowersuch Noteholder;
(f) the Administrative Agent Company shall have received a certificate of a Responsible Officer of delivered to each Noteholder an Officer’s Certificate, dated the Borrower stating Effective Date, certifying that the conditions set forth specified in clauses (cSection 3.1(d) and (d) of this Section 3 hereof have been satisfiedfulfilled;
(g) the Administrative Agent Company shall have received paid to each Noteholder, by payment in immediately available funds to the account of such certificatesNoteholder set forth in Schedule A to the Amended and Restated Note Purchase Agreement or at such other account as such Noteholder shall have specified to the Company in writing for such purpose, copies an amendment fee in the amount of Organization Documents 0.20% of the Loan Parties, resolutions or other action and incumbency certificates aggregate outstanding principal amount of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which all Notes held by such Loan Party is a party or is to be a party on the Fifth Amendment Closing DateNoteholder; and
(h) the Administrative Agent Company shall have received a favorable written opinion paid the reasonable fees and expenses of Xxxxxxxx & Xxxxx XXXSxxxxx Xxxxxx LLP, special counsel for the Borrower addressed to the Administrative Agent Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Amendment. Upon receipt of all of the Lenders party hereto in a form reasonably satisfactory to the Administrative Agentforegoing, this Amendment shall become effective.
Appears in 1 contract
Conditions to Effectiveness of this Amendment. This Upon satisfaction of each and every one of the following conditions, the amendments set forth in Section 1.3 of this Amendment shall become effective upon the first date on which each as of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):date first written above:
(a) executed counterparts of this Amendment Amendment, duly executed by the Company and the Required Holders, shall have been executed and delivered by the Borrower, to each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative AgentNoteholder or its special counsel;
(b) the Administrative Agent or other applicable Person representations and warranties of the Company set forth in Section 2 shall be true and correct on and with respect to the date hereof and each Noteholder shall have received all fees and other amounts due and payable an Officer’s Certificate to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Documentsuch effect;
(c) at except to the time extent the Notes have been prepaid in full in accordance with Section 1.1 with the proceeds of and immediately the High Yield Notes, the Bank Credit Agreement shall have been amended in a manner such that the terms of the Note Agreement, after giving effect to this Amendment, shall be no Default or Event less favorable to the Noteholders than the terms of Default shall have occurred and be continuing on such datethe Bank Credit Agreement, as so amended;
(d) each on the date of the representations and warranties made execution of this Amendment, each Noteholder shall have received, by any Loan Party payment in immediately available funds to the account of such holder set forth in Article V of the Credit Purchaser Schedule to the Note Agreement or in any to such other Loan Document account as such Noteholder shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except have heretofore provided to the extent Company, the amount set forth opposite such representations and warranties expressly relate to an earlier date, holder’s name in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects)Schedule 1 hereto;
(e) on the Administrative Agent and date of the 2023 Incremental Term Lenders execution of this Amendment, the Company shall have receivedpaid the fees and expenses of Sxxxxx Xxxxxx LLP, at least three business days prior special counsel to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot ActNoteholders, in each case connection with the negotiation, preparation, approval, execution and delivery of this Amendment to the extent requested invoiced by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 noon (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;New York time) on such date; and
(f) If the Administrative Agent Notes have not been prepaid in full in accordance with Section 1.1 with the proceeds of the High Yield Notes, the Issuer shall have received a certificate of a Responsible Officer consummated the sale of the Borrower stating that the conditions set forth in clauses (c) Property known as Embassy Suites La Jolla and (d1) of this Section 3 such Asset Sale shall have been satisfied;
resulted in Net Proceeds equal to or greater than $130,000,000 and (g2) the Administrative Agent Net Proceeds from such Asset Sale shall have received such certificatesbeen, copies of Organization Documents or contemporaneously herewith shall be, paid and applied in accordance Section 9.14. of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative AgentNote Agreement.
Appears in 1 contract
Samples: Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)
Conditions to Effectiveness of this Amendment. 3.1. This Amendment shall become effective upon the first date on which satisfaction of each and every one of the following conditions precedent shall have been satisfied (or waived) (the date of such datesatisfaction, the “Fifth Amendment Closing Effective Date”):
(a) executed counterparts of this Amendment Amendment, duly executed by the Company, each Guarantor and the Required Holders, shall have been executed and delivered by the Borrower, to each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative AgentNoteholder or its special counsel;
(b) the Administrative Agent representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the Effective Date and each holder of Notes or other applicable Person its special counsel shall have received all fees and other amounts due and payable an Officer’s Certificate from the Company to any Person such effect;
(c) each Bank Credit Agreement in existence on or prior the date hereof shall have been amended to make corresponding modifications to the Fifth applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendments shall have been delivered to each Noteholder or its special counsel;
(d) the Shelf Note Purchase Agreement dated as of June 30, 2011, as amended by the First Amendment Closing Datethereto, includingdated as of July 25, 2014, and as further amended by the Second Amendment thereto, dated as of September 28, 2015, in each case, by and among the Company, PGIM, Inc. (formerly known as Prudential Investment Management, Inc.) and each holder of notes issued thereunder, shall have been amended to make corresponding modifications to the extent invoiced three applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;
(3e) days prior the Note Purchase Agreement dated as of March 22, 2016, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the Fifth Amendment Closing Dateapplicable terms thereof to be consistent with those in the Note Purchase Agreement, reimbursement as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or payment its special counsel;
(f) the Note Purchase Agreement dated as of all reasonable June 8, 2018, by and documented out-of-pocket expenses among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;
(g) the Note Purchase Agreement dated as of May 14, 2020, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;
(h) the Note Purchase Agreement dated as of September 1, 2020, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;
(i) the Company shall have paid by wire transfer of immediately available funds to each Holder at the account of such Holder set forth in Schedule A to the Note Purchase Agreement (or to such other account as such Holder shall have provided to the Company in writing), an amendment fee in an amount equal to 0.05% of the Administrative Agent aggregate principal amount of Notes held by such Holder; and
(including j) the reasonable and documented legal Company shall have paid the fees and expenses of Xxxxx Xxxx & Xxxxxxxx Xxxxxx Xxxxxx LLP, special counsel to the Administrative Agent)Noteholders, in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the negotiation, preparation, approval, execution and delivery of this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative AgentAmendment.
Appears in 1 contract
Samples: Note Purchase Agreement (New Jersey Resources Corp)
Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon as of the first date (the “Effective Date”) on which each of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):satisfied:
(a) the Administrative Agent shall have received counterparts of this Amendment shall have been duly executed and delivered by each of the BorrowerBorrowers, each Subsidiary the Guarantor, each 2023 Incremental Term Lender and the Administrative Agent, and the Lenders;
(b) the Administrative Agent or other applicable Person shall have received all fees received, if requested by a Lender, a Revolving Credit Note or an amended and other amounts due and payable to any Person restated Revolving Credit Note, as applicable, duly executed by an authorized officer of each Borrower reflecting such Lender’s Revolving Credit Commitment as set forth on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan DocumentSchedule I attached hereto;
(c) at the time Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower certifying that (i) no Material Adverse Effect has occurred since December 31, 2020, (ii) both before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
Amendment (dx) each of the representations and warranties made by any Loan Party set forth in Article V III of the Credit Agreement or and in any the other Loan Document shall be Documents are true and correct in all material respects (except that or, in the case of any representation and or warranty that is already qualified as to “materiality” by materiality or “Material Adverse Effect” shall be true and correct , in all respects) on and as of the date hereof Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be such representations and warranties are true and correct in all material respects (or, in the case of any representation or warranty already qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date (date, except that any representation the representations and warranty that is qualified as to “materiality” or “Material Adverse Effect” warranties contained in Section 3.1 of the Credit Agreement shall be true deemed to refer to the financial statements delivered pursuant to Section 4(g) below; and correct (y) no Default has occurred and is continuing on and as of the Effective Date, and (iii) all governmental and third party approvals necessary in all respects)connection with this Amendment and the transactions contemplated by the Loan Documents shall have been obtained and be in full force and effect;
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(fd) the Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party dated the Borrower stating Effective Date, substantially in the form of Exhibit B (Form of Closing Certificate) to the Credit Agreement, with (i) a copy of the certificate of limited partnership (or equivalent) of such Loan Party, certified as of a recent date by the Secretary of State of the State of Delaware, together with a certificate of such official attesting to the good standing of such Loan Party, (ii) a certification by the Secretary or Assistant Secretary of such Loan Party (or general partner thereof) of the names and true signatures of each officer of such Loan Party (or general partner thereof) that has been authorized to execute and deliver any Loan Document or other document required under the conditions set forth Credit Agreement to be executed and delivered by or on behalf of such Loan Party, (iii) the limited partnership agreement (or equivalent) of such Loan Party as in clauses effect on the date of such certification, (civ) the resolutions and consent of such Loan Party’s (or general partner thereof’s) Board of Directors approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is respectively a party and (dv) a certification that there has been no change to the certificate of limited partnership (or equivalent) of such Loan Party delivered pursuant to clause (i) above;
(e) the Administrative Agent shall have received a certification given by the chief financial officer of each Borrower and the Guarantor in his capacity as such (and not in his individual capacity), dated the Effective Date, in form and substance satisfactory to the Administrative Agent, attesting to the solvency of the Borrowers and the Guarantor after giving effect to this Section 3 Amendment and the transactions contemplated by the Loan Documents;
(f) the Administrative Agent shall have been satisfiedreceived the legal opinions of (i) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, counsel to the Loan Parties and (ii) Xxxxxxx X. XxXxxxx, Esq., Senior Vice President, General Counsel and Secretary of BGL, each in form and substance satisfactory to the Administrative Agent;
(g) the Administrative Agent shall have received such certificates, (i) copies of Organization Documents the audited consolidated balance sheet as at December 31, 2020 of the Loan Parties, resolutions or other action Guarantor and incumbency certificates its consolidated Subsidiaries and the related audited consolidated statement of Responsible Officers income and of each Loan Party, evidencing cash flows for the identity, authority fiscal year then ended and capacity of each Responsible Officer thereof authorized (ii) financial projections through 2023 with respect to act as a Responsible Officer the Guarantor and its consolidated Subsidiaries in the form previously provided to the Administrative Agent;
(h) all governmental and third party approvals necessary in connection with this Amendment and the transactions contemplated by the Loan Documents shall have been obtained and be in full force and effect;
(i) a Departing Lender Agreement duly executed and delivered by each Departing Lender and the Administrative Agent;
(j) each Departing Lender shall have received an amount equal to all outstanding Loans and other Obligations owing to it under the Credit Agreement;
(k) the Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrowers have repaid all outstanding Loans as of the Amendment No. 3 Effective Date and all accrued interest and fees (if any) under the Credit Agreement and other Loan Documents Document as of the Amendment No. 3 Effective Date;
(l) the Borrowers shall have paid all other fees and expenses (including reasonable fees of counsel) which are then due and payable to which such Loan Party is a party the Administrative Agent or is to be a party on the Fifth Amendment Closing DateLenders, including all fees due and payable under (i) that certain Fee Letter dated as of May 3, 2021 among the Parent Borrower, Xxxxx Fargo Securities, LLC, and Xxxxx Fargo Bank, N.A. and (ii) that certain Fee Letter dated as of the date hereof among the Parent Borrower and the Arrangers; and
(hm) the Administrative Agent shall have received a favorable written opinion secretary’s certificate of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent each of BGL and the Lenders party hereto General Partner dated the Effective Date, with certified copies of (i) the certificate of formation or certificate of limited partnership (or equivalent) of such Person, certified as of a recent date by the Secretary of State of the state of organization of such Person, and (ii) the limited liability company agreement or limited partnership agreement (or equivalent) of such Person as in a form reasonably satisfactory to effect on the Administrative Agentdate of such certification.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Conditions to Effectiveness of this Amendment. This Amendment shall become be effective upon as of June 29, 2005 (the first date on which each “Effective Date”), provided the Agent shall have received sufficient counterparts of this Amendment as required by the Agent, duly executed by the Borrowers and all of the Banks, and the following conditions precedent shall have been are satisfied (or waived) (such date, the “Fifth Amendment Closing Date”)::
(a) this Amendment shall have been executed Before and delivered by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative Agent;
(b) the Administrative Agent or other applicable Person shall have received all fees and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth of the Borrowers in Article V IV of the Credit Loan Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as Section 7 of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they Security Agreement shall be true and correct in all material respects as though made on the date hereof, except to the extent such representations and warranties by their terms are made as of such earlier a specific date and except for changes that are permitted by the terms of the Loan Agreement.
(except that any representation b) After giving effect to this Amendment, no Event of Default and warranty that is qualified as to “materiality” or “no Default shall have occurred and be continuing.
(c) No Material Adverse Effect” Effect shall be true and correct in all respects);have occurred since June 3, 2005.
(d) No revisions shall have been made to the articles of incorporation or bylaws of any of the Borrowers since June 3, 2005, except as provided to the Agent under (e) (ii) below.
(e) the Administrative The Agent and the 2023 Incremental Term Lenders shall have receivedreceived the following or shall receive the following substantially simultaneously with the execution and delivery of this Amendment, at least three business days prior each duly executed or certified, as the case may be, and dated as of the date of delivery thereof:
(i) an officer’s certificate from the Company and each Subsidiary Borrower and, as applicable, Foreign Currency Borrower certifying resolutions of the board of directors, managers or member of each such Borrower authorizing (A) this Amendment, the execution, delivery and performance of this Amendment and all documents contemplated hereunder, (B) the sale of the Senior Unsecured Notes, the execution, delivery and performance of all documents related thereto, including any such guaranties, and all documents contemplated hereunder and thereunder, and certifying the designation of Authorized Officers to execute the Fifth Amendment Closing DateLoan Agreement, all documentation Loan Documents and amendments thereto as well as the documents contemplated under the Senior Unsecured Note Offering;
(ii) such other information related to documents, instruments and approvals as the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation Agent may reasonably request, including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer certified copies of the Articles or Certificate of Incorporation or Organization and bylaws or operating agreement of any Subsidiary Borrower stating that the conditions set forth in clauses (c) and (d) which has amended or modified any of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificatesdocuments since June 3, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent2005.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Commercial Vehicle Group, Inc.)
Conditions to Effectiveness of this Amendment. This Amendment shall not become effective upon the first date on which until, and shall become effective when, each and every one of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):satisfied:
(a) Pay to Bank all accrued fees and expenses incurred by Bank's advisors with respect to the Events of Default under the Loan Documents accruing since April 20, 2000, specifically being $71,346.14 to Bank to reimburse it for such amounts due Munsxx Xxxdx Kopf & Xarr, X.C. and E&Y Restructuring, L.L.C. Such $71,346.14 shall be payable upon execution of this Amendment shall have been executed and delivered by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative AgentAmendment;
(b) Obligors shall pay Bank the Administrative Agent or other applicable Person Forbearance Fee (herein so called) of $100,000.00 which was due but not paid under a prior forbearance and an additional forbearance fee for the forbearance provided hereunder of $50,000.00, which fee shall have received all fees and other amounts be due and payable to any Person on or prior to the Fifth Amendment Closing Datebefore July 31, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document2000;
(c) at the time executed counterparts of and immediately after giving effect to this Amendment, no Default or Event of Default duly executed by the Obligors and the Bank, shall have occurred and be continuing on such datebeen delivered to the Bank;
(d) each Obligors shall execute and deliver to Bank a Full Release and Covenant Not to Sue (xxe "RELEASE") in the form of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the BorrowerANNEX 1 attached hereto;
(f) Obligors shall cause their counsel, Fuqux & Xeim, X.L.P., to deliver to them an opinion upon which Bank can rely opining as to the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) enforceability of this Section 3 have been satisfiedAmendment and the Release together with all documents and agreements executed in connection therewith in the form of ANNEX 2;
(g) Obligors shall provide on or before July 13, 2000, July 20, 2000 and July 27, 2000 a rolling forecast of twelve week cash requirements for the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Datenext twelve weeks; and
(h) the Administrative Agent shall have received a favorable written opinion representations and warranties of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed Obligors set forth in Section 5 hereof are true and correct on and with respect to the Administrative Agent and date hereof. Upon receipt of all of the Lenders party hereto in a form reasonably satisfactory to the Administrative Agentforegoing, this Amendment shall become effective.
Appears in 1 contract
Samples: Forbearance and Extension Agreement (Boots & Coots International Well Control Inc)
Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the first date on which when (and no provision of this Amendment shall be effective until) each of the following conditions precedent shall have has been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):satisfied:
(a) each Noteholder shall have received:
(i) a copy of this Amendment shall have been executed and delivered by the BorrowerCompany, each the Subsidiary Guarantor, each 2023 Incremental Term Lender Guarantors and the Administrative AgentRequired Holders;
(ii) a copy of the fully executed Sixth Bank Amendment in form and substance reasonably satisfactory to the Required Holders (such receipt and satisfaction to be evidenced by the execution and delivery of this Amendment by the Required Holders), a true, correct and complete copy of which is attached hereto as Annex 1;
(iii) a fully executed copy of the Stock Purchase Agreement; and
(iv) a written acknowledgement from Gores to all other holders of the Notes in the form of Annex 2 hereto that it is not entitled to any portion of the Pay-Down Amount; and
(b) the Administrative Agent or other applicable Person following additional conditions shall have received been satisfied:
(i) the representations and warranties set forth in Section 3 of this Amendment shall be true and correct as of the date hereof;
(ii) the Company shall consummate the Traffic Sale Transaction on the Effective Date substantially concurrently with the execution of this Amendment pursuant to and in accordance with, the terms of the Stock Purchase Agreement;
(iii) to the extent that such Noteholder has executed that certain letter agreement, dated as of the Effective Date, waiving the 5 day notice period required in connection with any optional prepayment of the Notes pursuant to Section 7.3 of the Securities Purchase Agreement (the “Prepayment Notice Waiver”), payment to such Noteholder (other than Gores) by wire transfer of immediately available funds of the entire outstanding principal amount of the Non-Gores Notes held by such Noteholder (including, without limitation and for the avoidance of doubt, all fees Capitalized Interest Amounts in respect thereof) and other amounts due all interest on such Non-Gores Notes accrued to the date of payment thereof;
(iv) payment of the reasonable fees, charges and payable to any Person disbursements of counsel to, and the financial advisor for, the Noteholders incurred in connection with this Amendment that are invoiced on or prior to the Fifth Amendment Closing Datedate hereof (as set forth in invoices provided by Xxxxxxx XxXxxxxxx LLP and Xxxxxx, includingDel Genio, Xxxxx & Co., LLC, respectively, to the extent invoiced three (3) days Company on or prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agentdate hereof), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(hv) all corporate and other proceedings in connection with the Administrative Agent transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form be reasonably satisfactory to the Administrative AgentRequired Holders and their special counsel (such satisfaction to be evidenced by the execution and delivery of this Amendment by the Required Holders). The date on which all such conditions to the effectiveness of this Amendment have been met is referred to herein as the “Effective Date”.
Appears in 1 contract
Samples: Securities Purchase Agreement (Westwood One Inc /De/)
Conditions to Effectiveness of this Amendment. 3.1. This Amendment shall become effective upon the first date on which satisfaction of each and every one of the following conditions precedent shall have been satisfied (or waived) (the date of such datesatisfaction, the “Fifth Amendment Closing Effective Date”):
(a) executed counterparts of this Amendment Amendment, duly executed by the Company, each Guarantor and the Required Holders, shall have been executed and delivered by the Borrower, to each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative AgentNoteholder or its special counsel;
(b) the Administrative Agent representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the Effective Date and each holder of Notes or other applicable Person its special counsel shall have received all fees and other amounts due and payable an Officer’s Certificate from the Company to any Person such effect;
(c) each Bank Credit Agreement in existence on or prior the date hereof shall have been amended to make corresponding modifications to the Fifth applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendments shall have been delivered to each Noteholder or its special counsel;
(d) the Shelf Note Purchase Agreement dated as of June 30, 2011, as amended by the First Amendment Closing Datethereto, includingdated as of July 25, 2014, and as further amended by the Second Amendment thereto, dated as of September 28, 2015, in each case, by and among the Company, PGIM, Inc. (formerly known as Prudential Investment Management, Inc.) and each holder of notes issued thereunder, shall have been amended to make corresponding modifications to the extent invoiced three applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;
(3e) days prior the Note Purchase Agreement dated as of March 22, 2016, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the Fifth Amendment Closing Dateapplicable terms thereof to be consistent with those in the Note Purchase Agreement, reimbursement as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or payment its special counsel;
(f) the Note Purchase Agreement dated as of all reasonable June 8, 2018, by and documented out-of-pocket expenses among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;
(g) the Note Purchase Agreement dated as of July 17, 2019, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;
(h) the Note Purchase Agreement dated as of May 14, 2020, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;
(i) the Company shall have paid by wire transfer of immediately available funds to each Holder at the account of such Holder set forth in Schedule A to the Note Purchase Agreement (or to such other account as such Holder shall have provided to the Company in writing), an amendment fee in an amount equal to 0.05% of the Administrative Agent aggregate principal amount of Notes held by such Holder; and
(including j) the reasonable and documented legal Company shall have paid the fees and expenses of Xxxxx Xxxx & Xxxxxxxx Xxxxxx Xxxxxx LLP, special counsel to the Administrative Agent)Noteholders, in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the negotiation, preparation, approval, execution and delivery of this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative AgentAmendment.
Appears in 1 contract
Samples: Note Purchase Agreement (New Jersey Resources Corp)
Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective upon when the first date on which Agent shall have received at least eight (8) counterparts of this Amendment, duly executed by the Company and each of Lender and acknowledged by NCFC, provided the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):are satisfied:
(a) Before and after giving effect to this Amendment Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement and Section 5 of the Pledge and Security Agreement, and of NCFC in Section 15 of the Guaranty, shall have been executed be true and delivered correct as though made on the date hereof, except for changes that are permitted by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and terms of the Administrative Agent;Credit Agreement.
(b) the Administrative Agent or other applicable Person shall have received all fees Before and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Event of Default or and no Unmatured Event of Default shall have occurred and be continuing on such date;under the Credit Agreement.
(c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since the Effective Date.
(d) The following shall have been delivered to the Agent, each of duly executed or certified, as the representations case may be, and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and dated as of the date hereof with of delivery thereof:
(i) a new Working Capital Note payable to each Lender holding a Working Capital Commitment, in the same effect as though made on and as amount of such dateLender's respective Working Capital Commitment Amount after giving effect to any increase thereof (the "New Note"), except to duly executed by the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects)Company;
(eii) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate certified copies of a Responsible Officer resolutions of the Borrower stating that the conditions set forth in clauses (c) and (d) Board of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents Directors of the Loan PartiesCompany authorizing or ratifying the execution, resolutions or other action delivery and incumbency certificates performance of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents New Note;
(iii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to which such Loan Party is the Lenders;
(iv) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment and the New Note;
(v) a party or is favorable opinion of Xxxxxxxx Xxxxxxxxxxx, General Counsel to be a party NCFC and senior legal counsel to the Company, addressed to the Banks, as to the matters and to the effect set forth on the Fifth Amendment Closing DateExhibit B hereto; and
(hvi) such other documents, instruments, opinions and approvals as the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form may reasonably satisfactory to the Administrative Agentrequest.
Appears in 1 contract
Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon as of the first date (the “Effective Date”) on which each of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):satisfied:
(a) the Administrative Agent shall have received counterparts of this Amendment shall have been duly executed and delivered by each of the BorrowerBorrowers, each Subsidiary the Guarantor, each 2023 Incremental Term Lender and the Administrative Agent, and the Lenders;
(b) the Administrative Agent or other applicable Person shall have received all fees a certificate of a Responsible Officer or the Secretary or Assistant Secretary of (i) each Loan Party (or the general partner thereof) dated the Effective Date certifying that (A) attached thereto are the resolutions and consent of such Loan Party’s (or general partner thereof’s) Board of Directors (or similar governing body) approving and authorizing the execution, delivery and performance of this Amendment and the extension of the Scheduled Maturity Date of each Extending Lender effected pursuant to Section 2, (B) there have been no amendments or other amounts due and payable to any Person on or prior modifications to the Fifth Constituent Documents of such Loan Party since the Amendment Closing DateNo. 3 Effective Date or attaching thereto true, includingcorrect, and complete copies of any such amendments or modifications or the amended or otherwise modified Constituent Documents of such Loan Party, and (C) attached thereto are the names and true signatures of each officer of such Loan Party (or general partner thereof) that has been authorized to execute and deliver any Loan Document or other document required under the Credit Agreement to be executed and delivered by or on behalf of such Loan Party and (ii) each of BGL and the General Partner dated the Effective Date certifying that there have been no amendments or other modifications to the extent invoiced three (3) days prior to Constituent Documents of such Person since the Fifth Amendment Closing DateNo. 3 Effective Date or attaching thereto true, reimbursement correct, and complete copies of any such amendments or payment modifications or the amended or otherwise modified Constituent Documents of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Documentsuch Person;
(c) at all governmental and third party approvals necessary in connection with this Amendment and the time of and immediately after giving effect to this Amendment, no Default or Event of Default transactions contemplated by the Loan Documents shall have occurred been obtained and be continuing on such datein full force and effect;
(d) each the Borrowers shall have paid all other fees and expenses (including reasonable fees of counsel) which are then due and payable to the representations Administrative Agent or the Lenders, including all fees due and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except payable under that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and certain Fee Letter dated as of June 13, 2022, among the date hereof with the same effect as though made on Borrowers, Xxxxx Fargo Securities, LLC, and as of such dateXxxxx Fargo Bank, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects)N.A.;
(e) the Administrative Agent and the 2023 Incremental Term Lenders no Eurodollar Rate Loans or LMIR Loans shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrowerbe outstanding;
(f) the Administrative Agent shall have received a certificate of good standing, dated as of a Responsible Officer recent date, from the Secretary of State of the Borrower stating that State of Delaware with respect to each Loan Party, BGL, and the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;General Partner; and
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action representations and incumbency certificates of Responsible Officers of warranties made by each Loan Party, evidencing the identity, authority Party in Section 5 shall be true and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party correct on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agentdate hereof.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Conditions to Effectiveness of this Amendment. This Upon satisfaction of each of the following conditions, this Amendment shall become effective upon the first date on which each of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):
(a) this Amendment shall have been executed and delivered by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative Agent;
(b) the Administrative Agent or other applicable Person shall have received all fees and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with first written above:
(a) executed counterparts of this Amendment, duly executed by the same effect as though made on Company and as the holders of such datethe Notes under the Note Purchase Agreement, except shall have been delivered to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects)Noteholders;
(eb) executed counterparts of an amendment to the Administrative Agent Note Purchase Agreement dated as of June 17, 2013, duly executed by the Company and the 2023 Incremental Term Lenders holders of the Notes thereunder, amended to align the applicable terms thereof with those in the Note Purchase Agreement, as amended by this Amendment, shall have received, at least three business days prior been delivered to the Fifth Amendment Closing Date, all documentation and other information related Noteholders;
(c) executed counterparts of an amendment to the Borrower or any Guarantor required Note Purchase Agreement dated as of June 13, 2017, duly executed by regulatory authorities under the Company and the holders of the Notes thereunder, amended to align the applicable “know your customer” and anti-money laundering rules and regulation includingterms thereof with those in the Note Purchase Agreement, without limitationas amended by this Amendment, the Patriot Act, in each case shall have been delivered to the extent requested by Noteholders;
(d) executed counterparts of the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing DateNote Purchase Agreement dated as of June 30, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 2020 (the “Beneficial Ownership Regulation2020 Note Purchase Agreement”), a certificate regarding beneficial ownership as required duly executed by the Beneficial Ownership Regulation with respect Company and the Purchasers named therein, shall have been delivered to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that Noteholders, and the conditions set forth in clauses (c) and (d) of this Section 3 to closing thereunder shall have been satisfied;
(e) executed counterparts of an amendment to the Credit Agreement dated as of January 11, 2019, duly executed by the Company, the lenders from time to time parties thereto and Royal Bank of Canada, as administrative agent, amended to (i) remove the “springing lien” provisions (including the forms of Intercreditor agreement and pledge agreement) therefrom; provided that the general requirement in Section 6.13(a) of such agreement that the Company secure Obligations on an equal and ratable basis if Priority Debt exceeds 20% of Consolidated Net Worth (as each capitalized term is defined therein) may remain, and (ii) permit the issuance of the notes under the 2020 Note Purchase Agreement, shall have been delivered to the Noteholders;
(f) each of the Noteholders or their special counsel shall have received an opinion of Dentons US LLP, dated the date hereof, in scope, form and substance satisfactory to the Noteholders;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents representations and warranties of the Loan Parties, resolutions or other action Company set forth in Section 2 hereof are true and incumbency certificates of Responsible Officers of each Loan Party, evidencing correct on and with respect to the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Datedate hereof; and
(h) the Administrative Agent Company shall have received a favorable written opinion paid the reasonable fees and expenses of Xxxxxxxx & Xxxxx XXXXxxxxx Xxxxxx LLP, special counsel for the Borrower addressed to the Administrative Agent Noteholders, in connection with the negotiation, preparation, approval, execution and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agentdelivery of this Amendment.
Appears in 1 contract
Samples: Note Purchase Agreement (Caseys General Stores Inc)
Conditions to Effectiveness of this Amendment. This Amendment shall not become effective until the date upon the first date on which each and every one of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Effective Date”):
(a) executed counterparts of this Amendment Amendment, duly executed by the Company, reaffirmed by the Subsidiary Guarantor, and the Required Holders, shall have been executed and delivered by to the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative AgentNoteholders;
(b) The holders of the Administrative Agent or other applicable Person Notes shall have received all fees opinions in form and other amounts due and payable to any Person on or prior substance satisfactory to the Fifth Amendment Closing DateRequired Holders, including, (i) from the General Counsel of the Company and the Subsidiary Guarantor covering such other matters incident to the extent invoiced three transactions contemplated hereby as the Required Holders or their counsel may reasonably request (3) days prior and the Company hereby instructs its counsel to deliver such opinion to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses holders of the Administrative Agent Notes), and (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLPii) from Sidley Austin llp, special counsel for the Company covering such other matters incident to the Administrative Agent), in each case, transactions contemplated hereby as the Required Holders or their counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the extent required to be reimbursed or paid by holders of the Borrower under any Loan DocumentNotes);
(c) at All corporate and other organizational proceedings in connection with the time transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be reasonably satisfactory to the Required Holders and its special counsel, and the Required Holders and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as the Required Holders or such special counsel may reasonably request;
(d) The reasonable fees and immediately after giving effect disbursements of Xxxxxxx and Xxxxxx LLP relating to the transactions contemplated by this AmendmentAmendment and the Letter Waiver shall have been paid in full;
(e) Each holder of Notes shall have received, no via wire transfer, a fee in an amount equal to 10 basis points (0.10%) of the aggregate outstanding principal amount of Notes held by such holder (which was received by such holders on August 1, 2012);
(f) No Default or Event of Default shall have occurred and be continuing on such date;continuing; and
(dg) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document Section 2 shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Conditions to Effectiveness of this Amendment. 3.1. This Amendment shall become effective upon the first date on which satisfaction of each and every one of the following conditions precedent shall have been satisfied (or waived) (the date of such datesatisfaction, the “Fifth Amendment Closing Effective Date”):
(a) executed counterparts of this Amendment Amendment, duly executed by the Company, each Guarantor and the Required Holders, shall have been executed and delivered by the Borrower, to each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative AgentNoteholder or its special counsel;
(b) the Administrative Agent representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the Effective Date and each holder of Notes or other applicable Person its special counsel shall have received all fees and other amounts due and payable an Officer’s Certificate from the Company to any Person such effect;
(c) each Bank Credit Agreement in existence on or prior the date hereof shall have been amended to make corresponding modifications to the Fifth applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendments shall have been delivered to each Noteholder or its special counsel;
(d) the Shelf Note Purchase Agreement dated as of June 30, 2011, as amended by the First Amendment Closing Datethereto, includingdated as of July 25, 2014, and as further amended by the Second Amendment thereto, dated as of September 28, 2015, in each case, by and among the Company, PGIM, Inc. (formerly known as Prudential Investment Management, Inc.) and each holder of notes issued thereunder, shall have been amended to make corresponding modifications to the extent invoiced three applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;
(3e) days prior the Note Purchase Agreement dated as of March 22, 2016, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the Fifth Amendment Closing Dateapplicable terms thereof to be consistent with those in the Note Purchase Agreement, reimbursement as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or payment its special counsel;
(f) the Note Purchase Agreement dated as of all reasonable June 8, 2018, by and documented out-of-pocket expenses among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;
(g) the Note Purchase Agreement dated as of July 17, 2019, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;
(h) the Note Purchase Agreement dated as of September 1, 2020, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;
(i) the Company shall have paid by wire transfer of immediately available funds to each Holder at the account of such Holder set forth in Schedule A to the Note Purchase Agreement (or to such other account as such Holder shall have provided to the Company in writing), an amendment fee in an amount equal to 0.05% of the Administrative Agent aggregate principal amount of Notes held by such Holder; and
(including j) the reasonable and documented legal Company shall have paid the fees and expenses of Xxxxx Xxxx & Xxxxxxxx Xxxxxx Xxxxxx LLP, special counsel to the Administrative Agent)Noteholders, in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the negotiation, preparation, approval, execution and delivery of this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative AgentAmendment.
Appears in 1 contract
Samples: Note Purchase Agreement (New Jersey Resources Corp)
Conditions to Effectiveness of this Amendment. This Amendment The closing hereunder shall become effective upon occur on the first date on which when each of the following conditions precedent shall have been is satisfied (or waivedwaived by the Agent and the Lenders) (such datethe "Amendment Date"), each document to be dated the “Fifth Amendment Closing Date”):Date unless otherwise indicated:
(a) this Amendment the Borrower shall have been executed and delivered by to the Borrower, Agent duly executed original Notes for the account of each Subsidiary Guarantor, each 2023 Incremental Term Lender and dated as of the Administrative AgentClosing Date complying with the provisions of Section 2.3 of the Credit Agreement;
(b) the Administrative Borrower, the Agent or other applicable Person and each of the Lenders shall have executed and delivered to the Borrower and the Agent a duly executed original of this Amendment;
(c) Guarantor shall have executed and delivered to the Agent a duly executed consent to this Amendment reaffirming Guarantor's obligations under the Guaranty;
(d) the Agent shall have received all fees and other amounts due and payable to any Person on or prior documents the Agent may reasonably request relating to the Fifth existence of the Borrower and Guarantor, the authority for and the validity of this Amendment Closing and the other Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Agent. Such documentation shall include, without limitation, the agreement of limited partnership of the Borrower, as well as the certificate of limited partnership of the Borrower, both as amended, modified or supplemented to the Amendment Date, includingcertified to be true, to correct and complete by a senior officer of the extent invoiced three Borrower as of a date not more than ten (310) days prior to the Fifth Amendment Closing Date, reimbursement as well as the articles of incorporation and bylaws of Guarantor, as amended, modified or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel supplemented to the Administrative Agent)Amendment Date, in each casecertified to be true, correct and complete by a senior officer of Guarantor as of a date not more than ten (10) days prior to the extent Amendment Date;
(e) the Borrower and Guarantor shall have taken all actions required to be reimbursed or paid authorize the execution and delivery of this Amendment and the other Loan Documents and the performance thereof by the Borrower under any Loan Documentand Guarantor, as the case may be;
(cf) at the time Agent shall have received, for its and any other Lender's account and the account of Gxxxxx, Dxxx & Cxxxxxxx LLP, all fees due and immediately after giving effect payable pursuant to this Amendment, the Lender Fee Letter on or before the Amendment Date;
(g) the Borrower shall have executed and delivered to the Agent a duly executed original of the Fee Letter;
(h) no Default or Event of Default shall have occurred and be continuing on such date;occurred; and
(di) each of the representations Notes executed by Borrower in connection with the Original Agreement shall have been surrendered by the relevant Lender to the Agent for cancellation and warranties made return to the Borrower simultaneously with the Closing (it being acknowledged and agreed by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except Lenders that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and the Notes originally executed by Borrower as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied;
(g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer Date in connection with this the Original Agreement (which are being replaced as of the Amendment Date by amended and restated notes) shall be deemed canceled, paid in full and of no further force and effect as of the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent.
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Samples: Revolving Credit Agreement (Ps Business Parks Inc/Ca)
Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective upon when the first date on which each Agent shall have received at least four (4) counterparts of this Amendment, duly executed by the Company and the Banks and acknowledged by New Century Financial Corporation ("NCFC"), provided the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing Date”):are satisfied:
(a) Before and after giving effect to this Amendment Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement and Section 5 of the Pledge and Security Agreement shall have been executed be true and delivered correct as though made on the date hereof, except for changes that are permitted by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and terms of the Administrative Agent;Credit Agreement.
(b) the Administrative Agent or other applicable Person shall have received all fees Before and other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;
(c) at the time of and immediately after giving effect to this Amendment, no Event of Default or and no Unmatured Event of Default shall have occurred and be continuing on such date;under the Credit Agreement.
(c) No material adverse change in the business, assets, financial condition or prospects of the Company shall have occurred since the Effective Date.
(d) The following shall have been delivered to the Agent, each of duly executed or certified, as the representations case may be, and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and dated as of the date hereof with of delivery thereof:
(i) a restated Warehousing Note payable to GFB in the same effect principal amount of GFB's Warehousing Commitment Amount, as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier dateincreased by this Amendment, in which case they shall be true and correct in all material respects as the form of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects)Exhibit F hereto, duly executed by the Company;
(eii) a restated Warehousing Note payable to First Bank in the Administrative Agent principal amount of First Bank's Warehousing Commitment Amount, as increased by this Amendment, in the form of Exhibit F hereto, duly executed by the Company;
(iii) a restated Working Capital Note payable to First Bank in the principal amount of First Bank's Working Capital Commitment Amount, in the form of Exhibit F-1 hereto, duly executed by the Company;
(iv) certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance of this Amendment;
(v) a certified copy of any amendment or restatement of the 2023 Incremental Term Lenders shall have received, at least three business days prior Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Fifth Amendment Closing DateBanks;
(vi) certified copies of all documents evidencing any necessary corporate action, all documentation and other information related to the Borrower consent or any Guarantor required by governmental or regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 approval (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation if any) with respect to the Borrowerthis Amendment;
(fvii) a favorable opinion of Xxxx X. Xxxxxxx, counsel to the Administrative Agent shall have received a certificate of a Responsible Officer of Company and NCFC, addressed to the Borrower stating that Banks, as to the conditions matters and to the effect set forth in clauses (c) and (d) of this Section 3 have been satisfiedon Exhibit H hereto;
(gviii) the Administrative Agent shall have received such certificates, copies of Organization Documents a commitment fee payable to First Bank in respect of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing increase in the identity, authority and capacity of each Responsible Officer thereof authorized Working Capital Commitment Amount pursuant to act as a Responsible Officer in connection with this Amendment and in the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Dateamount of $30,000; and
(hix) such other documents, instruments, opinions and approvals as the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form Banks may reasonably satisfactory to the Administrative Agentrequest.
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Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon as of the first date on which each of the following conditions precedent shall have been satisfied (or waived) (such date, the “Fifth Amendment Closing "Effective Date”"):
(a) this Amendment The Administrative Agents shall have been received (i) this Amendment, duly executed and delivered by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender Company and the Administrative Agent;Agents, (ii) the Consent and Affirmation, in the form attached hereto as Annex A, duly executed and delivered by each of the Guarantors, and (iii) Lender Consents, in the form attached hereto as Annex B (the "Lender Consent"), duly executed and delivered by Lenders constituting the Required Lenders.
(bi) the The Term Loan Administrative Agent or other applicable Person shall have received all fees and other amounts due and payable to any Person from the Company, for the ratable benefit of the Term Loan Lenders that have delivered a Lender Consent on or prior to 12:00 noon (New York time) on September 29, 2006, an amendment fee equal to 0.25% of each such Term Loan Lender's Term Loan Percentage of the Fifth Amendment Closing Dateaggregate principal amount of Term Loans outstanding on the Effective Date and (ii) the Multi-Currency Administrative Agent shall have received from the Company, including, to for the extent invoiced three (3) days ratable benefit of the Multi-Currency Lenders that have delivered a Lender Consent on or prior to the Fifth Amendment Closing Date12:00 noon (New York time) on September 29, reimbursement or payment 2006, an amendment fee equal to 0.25% of all reasonable and documented outeach such Multi-ofCurrency Lender's Multi-pocket expenses Currency Percentage of the Administrative Agent (including Aggregate Multi-Currency Commitment on the reasonable and documented legal fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document;Effective Date.
(c) at the time of Prior to and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date;
(d) each of the representations and warranties made by any Loan Party set forth in Article V of or pursuant to the Credit Agreement or in any other Loan Document Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect hereof, as though if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects);date.
(e) the Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower;
(f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) No Default or Event of this Section 3 have been satisfied;
(g) the Administrative Agent Default shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action occurred and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party continuing on the Fifth Amendment Closing Date; and
(h) the Administrative Agent shall have received a favorable written opinion of Xxxxxxxx & Xxxxx XXX, special counsel for the Borrower addressed date hereof prior to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory or after giving effect to the Administrative Agentthis Amendment.
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