Conditions to the Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment No. 3 Effective Date”) when each of the following conditions shall have been satisfied: (a) The Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) Holdings, (ii) the Borrower, (iii) the Agent, (iv) the Swingline Lender, (v) the L/C Issuer and (vi) each of the 2024 Additional Refinancing Lenders. (b) The Agent shall have received (i) customary officer’s certificates and board resolutions, (ii) a customary opinion of Sidley Austin LLP as counsel to the Loan Parties, in each case, consistent with those delivered on the Closing Date (other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion), (iii) a solvency certificate from a Responsible Officer of the Borrower (after giving effect to the 2024 Refinancing Term Indebtedness) substantially in the form attached as Exhibit C-3 to the Credit Agreement, (iv) written notice of prepayment in accordance with the requirements of the Existing Credit Agreement, including delivery of such notice received by Agent within the time period referenced in Section 2.05(a)(i) thereof (or such shorter period as reasonably agreed by the Agent), (v) written notice of the termination of the Existing Revolving Credit Commitments in accordance with the requirements of the Existing Credit Agreement and (vi) a Request for Credit Extension in accordance with the requirements of the Credit Agreement, including the delivery of a written Committed Loan Notice received by Agent within the time period referenced in Section 2.02(a) thereof (or such shorter period as reasonably agreed by the Agent). (c) The representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each 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 as so qualified) on and as of the Amendment No. 3 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 true and correct in all material respects as of such earlier date (except that any such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” or words of similar import shall be true and correct as of such earlier date in all respects as so qualified). (d) Immediately prior to and after giving effect to the incurrence of the 2024 Refinancing Indebtedness, no Event of Default shall exist and be continuing. (e) [Reserved] (f) The Borrower shall have paid (or substantially concurrently with the incurrence of the 2024 Refinancing Term Indebtedness shall pay) to Agent all reasonable and documented out-of-pocket costs and expenses of Agent required in connection with this Amendment and each other document contemplated hereby pursuant to Section 12.04 of the Credit Agreement, including the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP, counsel to Agent and the Lead Arrangers, plus one local counsel in each appropriate jurisdiction, in each case to the extent invoiced at least two (2) Business Days prior to the Amendment No. 3 Effective Date (which amounts may, at the Borrower’s option, be offset against the proceeds of the 2024 Refinancing Term Loans). (g) The Agent shall have received at least 3 Business Days prior to the Amendment No. 3 Effective Date (i) all documentation and other information required by regulatory authorities with respect to Holdings and the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by any 2024 Refinancing Term Lender at least 10 Business Days in advance of the Amendment No. 3 Effective Date including, in particular, a duly executed IRS Form W 9 and (ii) with respect to Holdings or any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent reasonably requested by the Lenders at least 10 Business Days in advance of the Amendment No. 3 Effective Date, a beneficial ownership certificate in relation to Holdings or such Loan Party (as applicable), which certification shall be in form and substance required by the Beneficial Ownership Regulation.
Appears in 1 contract
Samples: Credit Agreement
Conditions to the Amendment Effective Date. This Amendment shall become effective as of the first date (the The “Amendment No. 3 Effective Date”) when each of ” shall be the date on which the following conditions shall have been satisfied:
(a) The Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of from (i) Holdingsthe Borrower, (ii) the Borrower, Consenting Lenders who comprise at least the Required Lenders and (iii) the Administrative Agent, either (ivx) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Swingline Lender, Administrative Agent (vwhich may include facsimile or other electronic transmissions of signed signature pages) the L/C Issuer and (vi) each that such parties have signed counterparts of the 2024 Additional Refinancing Lendersthis Amendment.
(b) The Agent shall have received Immediately before and immediately after the Amendment Effective Date, (i) customary officer’s certificates no Event of Default shall have occurred and board resolutions,
be continuing and (ii) a customary opinion of Sidley Austin LLP as counsel to the Loan Parties, in each case, consistent with those delivered on the Closing Date (other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion), (iii) a solvency certificate from a Responsible Officer of the Borrower (after giving effect to the 2024 Refinancing Term Indebtedness) substantially in the form attached as Exhibit C-3 to the Credit Agreement, (iv) written notice of prepayment in accordance with the requirements of the Existing Credit Agreement, including delivery of such notice received by Agent within the time period referenced in Section 2.05(a)(i) thereof (or such shorter period as reasonably agreed by the Agent), (v) written notice of the termination of the Existing Revolving Credit Commitments in accordance with the requirements of the Existing Credit Agreement and (vi) a Request for Credit Extension in accordance with the requirements of the Credit Agreement, including the delivery of a written Committed Loan Notice received by Agent within the time period referenced in Section 2.02(a) thereof (or such shorter period as reasonably agreed by the Agent).
(c) The representations and warranties (x) of each Loan Credit Party set forth in Article V the Financing Documents and (y) in Section 4 of the Credit Agreement and in each 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 as so qualified) on and as of the Amendment No. 3 Effective Date with the same effect as though made on and as of such date(it being understood that, except to the extent that any such representations representation and warranties expressly relate warranty specifically refers to an earlier date, in which case they it shall be true and correct in all material respects as of such earlier date (except that and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or “Material Adverse Effect” or words of similar import language shall be true and correct as of such earlier date in all respects as so qualified(after giving effect to any such qualification therein)).
(c) The Administrative Agent shall have received a certificate of an appropriate officer of the Borrower certifying that the conditions set forth in Section 3(b) of this Amendment have been satisfied.
(d) Immediately The Administrative Agent and the Lead Arranger shall have received on or prior to and after giving effect to the incurrence of Amendment Effective Date, in immediately available funds, payment or reimbursement (or the 2024 Refinancing Indebtedness, no Event of Default shall exist and be continuing.
(e) [Reserved]
(f) The Borrower shall have paid (made arrangements reasonably satisfactory to the Administrative Agent for such payment or substantially concurrently with the incurrence reimbursement) of the 2024 Refinancing Term Indebtedness shall pay) to Agent all reasonable and documented costs, fees, out-of-pocket costs expenses, compensation and expenses of Agent required other amounts then due and payable in connection with this Amendment and each other document contemplated hereby pursuant to Section 12.04 of the Credit AgreementAmendment, including the all reasonable invoiced fees and documented fees, disbursements and other charges expenses of Xxxxxx Xxxxxx & Xxxxxxx LLPllp, as counsel to the Administrative Agent and the Lead ArrangersArranger, plus one local counsel in each appropriate jurisdiction, in each case to the extent invoiced at least two (2) Business Days prior to the Amendment NoEffective Date. 3 Effective Date (which amounts may, at The Administrative Agent shall notify the Borrower’s option, be offset against the proceeds of the 2024 Refinancing Term Loans).
(g) The Agent shall have received at least 3 Business Days prior to the Amendment No. 3 Effective Date (i) all documentation and other information required by regulatory authorities with respect to Holdings Consenting Lenders and the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by any 2024 Refinancing Term Lender at least 10 Business Days in advance other Lenders of the Amendment No. 3 Effective Date including, in particular, a duly executed IRS Form W 9 and (ii) with respect to Holdings or any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent reasonably requested by the Lenders at least 10 Business Days in advance of the Amendment No. 3 Effective Date, a beneficial ownership certificate in relation to Holdings or such Loan Party (as applicable), which certification notice shall be in form conclusive and substance required by the Beneficial Ownership Regulationbinding.
Appears in 1 contract
Conditions to the Amendment Effective Date. This Amendment shall become effective as of the first date (the The “Amendment No. 3 Effective Date”) when each of ” shall be the date on which the following conditions shall have been satisfied:
(a) The Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of from (i) Holdingsthe Borrower, (ii) the Borrower, Consenting Lenders who comprise at least the Required Lenders and (iii) the Administrative Agent, either (ivx) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Swingline Lender, Administrative Agent (vwhich may include facsimile or other electronic transmissions of signed signature pages) the L/C Issuer and (vi) each that such parties have signed counterparts of the 2024 Additional Refinancing Lendersthis Amendment.
(b) The Agent shall have received Immediately before and immediately after the Amendment Effective Date, (i) customary officer’s certificates no Event of Default shall have occurred and board resolutions,
be continuing and (ii) a customary opinion of Sidley Austin LLP as counsel to the Loan Parties, in each case, consistent with those delivered on the Closing Date (other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion), (iii) a solvency certificate from a Responsible Officer of the Borrower (after giving effect to the 2024 Refinancing Term Indebtedness) substantially in the form attached as Exhibit C-3 to the Credit Agreement, (iv) written notice of prepayment in accordance with the requirements of the Existing Credit Agreement, including delivery of such notice received by Agent within the time period referenced in Section 2.05(a)(i) thereof (or such shorter period as reasonably agreed by the Agent), (v) written notice of the termination of the Existing Revolving Credit Commitments in accordance with the requirements of the Existing Credit Agreement and (vi) a Request for Credit Extension in accordance with the requirements of the Credit Agreement, including the delivery of a written Committed Loan Notice received by Agent within the time period referenced in Section 2.02(a) thereof (or such shorter period as reasonably agreed by the Agent).
(c) The representations and warranties (x) of each Loan Credit Party set forth in Article V the Financing Documents and (y) in Section 6 of the Credit Agreement and in each 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 as so qualified) on and as of the Amendment No. 3 Effective Date with the same effect as though made on and as of such date(it being understood that, except to the extent that any such representations representation and warranties expressly relate warranty specifically refers to an earlier date, in which case they it shall be true and correct in all material respects as of such earlier date (except that and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or “Material Adverse Effect” or words of similar import language shall be true and correct as of such earlier date in all respects as so qualified(after giving effect to any such qualification therein)).
(c) The Administrative Agent shall have received a certificate of an appropriate officer of the Borrower certifying that the conditions set forth in Section 4(b) of this Amendment have been satisfied.
(d) Immediately The Administrative Agent and the Lead Arrangers shall have received on or prior to and after giving effect to the incurrence of Amendment Effective Date, in immediately available funds, payment or reimbursement (or the 2024 Refinancing Indebtedness, no Event of Default shall exist and be continuing.
(e) [Reserved]
(f) The Borrower shall have paid (made arrangements reasonably satisfactory to the Administrative Agent for such payment or substantially concurrently with the incurrence reimbursement) of the 2024 Refinancing Term Indebtedness shall pay) to Agent all reasonable and documented costs, fees, out-of-pocket costs expenses, compensation and expenses of Agent required other amounts then due and payable in connection with this Amendment and each other document contemplated hereby pursuant to Section 12.04 of the Credit AgreementAmendment, including the all reasonable invoiced fees and documented fees, disbursements and other charges expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Administrative Agent and the Lead Arrangers, plus one local counsel in each appropriate jurisdiction, in each case to the extent invoiced at least two (2) Business Days prior to the Amendment No. 3 Effective Date (which amounts may, at the Borrower’s option, be offset against the proceeds of the 2024 Refinancing Term Loans).
(g) The Agent shall have received at least 3 Business Days prior to the Amendment No. 3 Effective Date (i) all documentation and other information required by regulatory authorities with respect to Holdings and the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by any 2024 Refinancing Term Lender at least 10 Business Days in advance of the Amendment No. 3 Effective Date including, in particular, a duly executed IRS Form W 9 and (ii) with respect to Holdings or any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent reasonably requested by the Lenders at least 10 Business Days in advance of the Amendment No. 3 Effective Date, a beneficial ownership certificate in relation to Holdings or such Loan Party (as applicable), which certification shall be in form and substance required by the Beneficial Ownership Regulation.
Appears in 1 contract
Conditions to the Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment No. 3 Effective Date”) when each of the following conditions shall have been satisfied:
(a) The Administrative Agent and the 2021 Revolving Lenders shall have received counterparts of this Amendment thatan executed counterpart hereof from the Borrowers, when taken togethereach other Loan Party, bear each 2021 Revolving Lender and the signatures of (i) Holdings, (ii) the Borrower, (iii) the Administrative Agent, (iv) the Swingline Lender, (v) the L/C Issuer and (vi) each of the 2024 Additional Refinancing Lenders.
(b) The Administrative Agent and the 2021 Revolving Lenders shall have received received: (i) customary officer’s a copy of the certificate or articles of incorporation or organization or certificates and board resolutions,
of formation, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the secretary of state of the state of its organization (or a certification from a Responsible Officer of each applicable Loan Party that such documents have not changed since previously delivered to the Administrative Agent), (ii) a customary certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such secretary of state or similar Governmental Authority; (iii) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 3 Effective Date and certifying (1) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 3 Effective Date (or a certification from a Responsible Officer of each applicable Loan Party that such documents have not changed since previously delivered to the Administrative Agent), (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (3) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party; and (iv) a Solvency Certificate, certifying that Holdings and its subsidiaries, on a consolidated basis, after giving effect to this Amendment, are Solvent.
(c) The Administrative Agent and the 2021 Revolving Lenders shall have received a favorable written opinion of Sidley Austin LLP as (i) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties and (ii) Xxxxxxx Xxxxx & Xxxxxxx, Utah local counsel to the Loan Parties, in each case, consistent with those delivered on dated the Closing Amendment No. 3 Effective Date and in form and substance reasonably satisfactory to the Administrative Agent and the 2021 Revolving Lenders.
(other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion), (iiid) a solvency certificate from a Responsible Officer Each of the Borrower (after giving effect representations and warranties made by any Loan Party in or pursuant to the 2024 Refinancing Term Indebtedness) substantially in the form attached as Exhibit C-3 Loan Documents (which, for purposes hereof, shall be deemed to the Credit Agreement, (iv) written notice of prepayment in accordance include a representation that this Amendment does not conflict with the requirements of the Existing Credit Agreement, including delivery of such notice received by Agent within the time period referenced in Section 2.05(a)(i) thereof (or such shorter period as reasonably agreed by the Agent), (v) written notice of the termination of the Existing Revolving Credit Commitments in accordance with the requirements of the Existing Credit Agreement and (vi) a Request for Credit Extension in accordance with the requirements of the Credit Agreement, including the delivery of a written Committed Loan Notice received by Agent within the time period referenced in Section 2.02(a) thereof (or such shorter period as reasonably agreed by the Agent).
(c) The representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each 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 as so qualifiedif any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 3 Effective Date with the same effect as though made on and as of such dateDate, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date (except that any such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” or words of similar import shall be true and correct as of such earlier date in all respects as so qualified)date.
(de) Immediately prior to and after giving effect to the incurrence of the 2024 Refinancing Indebtedness, no No Default or Event of Default shall exist and be continuing.
(e) [Reserved]
(f) The Borrower shall have paid (or substantially concurrently with the incurrence of the 2024 Refinancing Term Indebtedness shall pay) to Agent all reasonable and documented out-of-pocket costs and expenses of Agent required in connection with this Amendment and each other document contemplated hereby pursuant to Section 12.04 of the Credit Agreement, including the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP, counsel to Agent and the Lead Arrangers, plus one local counsel in each appropriate jurisdiction, in each case to the extent invoiced at least two (2) Business Days prior to on the Amendment No. 3 Effective Date (which amounts may, at the Borrower’s option, be offset against the proceeds of the 2024 Refinancing Term Loans).
(g) The Agent shall have received at least 3 Business Days prior to the Amendment No. 3 Effective Date (i) all documentation and other information required by regulatory authorities with respect to Holdings and the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by any 2024 Refinancing Term Lender at least 10 Business Days in advance of the Amendment No. 3 Effective Date including, in particular, a duly executed IRS Form W 9 and (ii) with respect to Holdings or any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent reasonably requested by the Lenders at least 10 Business Days in advance of the Amendment No. 3 Effective Date, a beneficial ownership certificate in relation to Holdings or such Loan Party (as applicable), which certification shall be in form and substance required by the Beneficial Ownership Regulation.3
Appears in 1 contract
Samples: Incremental and Refinancing Amendment (Powerschool Holdings, Inc.)
Conditions to the Amendment Effective Date. This Amendment The amendment and restatement effected by this Agreement shall become effective as of on the first date (the “Amendment No. 3 Effective Date”) when each on which all of the following conditions shall have been satisfied:are satisfied (or waived in accordance with Section 10.2).
(a) The Administrative Agent and the Joint Lead Arrangers shall have received counterparts payment of this all fees, reasonable documented, out-of-pocket expenses and other amounts due and payable by the Borrower on or prior to the Amendment thatEffective Date, when taken togetherincluding without limitation reimbursement or payment of all reasonable documented, bear out-of-pocket expenses of the signatures of (i) Holdings, (ii) the Borrower, (iii) the Administrative Agent, the Joint Lead Arrangers and their Affiliates (ivincluding reasonable documented, out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Swingline LenderBorrower hereunder, (v) under any other Loan Document and under the L/C Issuer and (vi) each of the 2024 Additional Refinancing LendersFee Letter.
(b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent:
(i) customary officer’s certificates and board resolutions,a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(ii) the Subsidiary Guaranty Agreement duly executed by each Domestic Subsidiary (other than First Rx or any of its wholly-owned Subsidiaries and Catalyst Plan Services) as of the Amendment Effective Date;
(iii) the Pledge Agreement duly executed by each Loan Party together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Pledge Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) original certificates (to the extent certificated) evidencing all issued and outstanding shares of Equity Interests of all Domestic Subsidiaries owned directly by any Loan Party (other than the Equity Interests of First Rx, any Equity Interests owned by First Rx, any Equity Interests owned by any Subsidiary of First Rx, or the Equity Interests of Catalyst Plan Services) and 65% of the voting Equity Interest and 100% of the non-voting Equity Interests of all Foreign Subsidiaries owned directly by any Loan Party and (C) stock or membership interest powers or other appropriate instruments of transfer executed in blank;
(iv) a customary certificate of the Secretary or Assistant Secretary of each Loan Party in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws and of the resolutions of its board of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents and any Notice of Borrowing to which it is a party;
(v) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation;
(vi) a written opinion of Sidley Austin LLP as Xxxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and such local counsel as the Administrative Agent shall reasonably request, addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request;
(vii) a certificate in each case, consistent with those delivered on the Closing Date (other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinionExhibit 3.1(b)(vii), (iii) a solvency certificate from dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower (Officer, certifying that, after giving effect to the 2024 Refinancing Term Indebtedness) substantially in the form attached as Exhibit C-3 to the Credit this Agreement, (ivx) written notice no Default or Event of prepayment in accordance with the requirements of the Existing Credit Agreement, including delivery of such notice received by Agent within the time period referenced in Section 2.05(a)(i) thereof (or such shorter period as reasonably agreed by the Agent)Default exists, (vy) written notice of the termination of the Existing Revolving Credit Commitments in accordance with the requirements of the Existing Credit Agreement and (vi) a Request for Credit Extension in accordance with the requirements of the Credit Agreement, including the delivery of a written Committed Loan Notice received by Agent within the time period referenced in Section 2.02(a) thereof (or such shorter period as reasonably agreed by the Agent).
(c) The all representations and warranties of each Loan Party set forth in Article V the Loan Documents and any Notice of the Credit Agreement and in each other Loan Document shall be Borrowing are true and correct in all material respects and (except that any representation and warranty that is qualified as z) since December 31, 2010, there shall have been no change which has had or could reasonably be expected to “materiality” or “have a Material Adverse Effect” ;
(viii) certified copies of any consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be true in full force and correct in effect and all respects as so qualifiedapplicable waiting periods shall have expired or been terminated, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; and
(ix) on copies of financial projections (including balance sheet, cash flow and as income statements) of the Amendment No. 3 Effective Date with Borrower and its Subsidiaries on a quarterly basis for fiscal year 2011 and annually thereafter through 2015 and such other reasonable financial information as the same effect as though Administrative Agent or Joint Lead Arrangers may request.
(x) evidence that the Borrower has made on and as of such date, except any payments required 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 such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” or words of similar import shall be true and correct as of such earlier date in all respects as so qualifiedmade by it under Section 2.2(b).
(dc) Immediately prior to and after giving effect to the incurrence of the 2024 Refinancing Indebtedness, no Event of Default shall exist and be continuing.
(e) [Reserved]
(f) The Borrower Each Lender shall have paid (or substantially concurrently with the incurrence of the 2024 Refinancing Term Indebtedness shall pay) to Agent all reasonable and documented out-of-pocket costs and expenses of Agent required in connection with this Amendment and each other document contemplated hereby pursuant to Section 12.04 of the Credit Agreementreceived, including the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP, counsel to Agent and the Lead Arrangers, plus one local counsel in each appropriate jurisdiction, in each case to the extent invoiced at least two (2) five Business Days prior to the Amendment No. 3 Effective Date (which amounts mayDate, at the Borrower’s option, be offset against the proceeds of the 2024 Refinancing Term Loans).
(g) The Agent shall have received at least 3 Business Days prior to the Amendment No. 3 Effective Date (i) all documentation and other information required by regulatory authorities with respect to Holdings and the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, that has been reasonably requested by any 2024 Refinancing Term Lender at least 10 Business Days in advance of the Amendment No. 3 Effective Date including, in particular, a duly executed IRS Form W 9 and (ii) with respect to Holdings or any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent reasonably that such Lender shall have requested by the Lenders same at least 10 ten Business Days in advance prior to the Amendment Effective Date. Without limiting the generality of the Amendment No. 3 Effective Dateprovisions of Section 3.1, a beneficial ownership certificate for purposes of determining compliance with the conditions specified in relation to Holdings or such Loan Party (as applicable)this Section 3.1, which certification each Lender that has signed this Credit Agreement shall be in form and substance deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Beneficial Ownership RegulationAdministrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Catalyst Health Solutions, Inc.)
Conditions to the Amendment Effective Date. This Amendment The amendments in Section 3 shall become effective as of the first date (the “Amendment No. 3 Effective Date”) when each of the following conditions shall have been satisfied:
(a) The Agent the Consent Effective Date shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) Holdings, (ii) the Borrower, (iii) the Agent, (iv) the Swingline Lender, (v) the L/C Issuer and (vi) each of the 2024 Additional Refinancing Lenders.occurred;
(b) The Agent No Default or Event of Default shall have received (i) customary officer’s certificates occurred and board resolutions,
(ii) a customary opinion of Sidley Austin LLP as counsel to the Loan Parties, in each case, consistent with those delivered on the Closing Date (other than changes to such legal opinion resulting from a change in law, change in fact be continuing or change to counsel’s form of opinion), (iii) a solvency certificate from a Responsible Officer of the Borrower (shall occur after giving effect to the 2024 Refinancing Term Indebtedness) substantially in the form attached as Exhibit C-3 to the Credit Agreement, (iv) written notice of prepayment in accordance with the requirements of the Existing Credit Agreement, including delivery of such notice received by Agent within the time period referenced in Section 2.05(a)(i) thereof (or such shorter period as reasonably agreed by the Agent), (v) written notice of the termination of the Existing Revolving Credit Commitments in accordance with the requirements of the Existing Credit Agreement and (vi) a Request for Credit Extension in accordance with the requirements of the Credit Agreement, including the delivery of a written Committed Loan Notice received by Agent within the time period referenced in Section 2.02(a) thereof (or such shorter period as reasonably agreed by the Agent).hereto;
(c) The the representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document Section 4 above 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 as so qualified) on and as of the Amendment No. 3 Effective Date with the same after giving effect as though made on hereto (and as of such date, except each reference therein to the extent such representations and warranties expressly relate to an earlier date, in which case they “Consent Effective Date” shall be true deemed to be a reference to “Amendment Effective Date”);
(d) the Administrative Agent shall have received a certificate, dated the Amendment Effective Date and correct signed by a Responsible Officer of the Borrower, confirming the accuracy in all material respects of the representations and warranties set forth in Section 4 above and confirming the satisfaction of the conditions in clause (b) above and clause (h) below;
(e) contemporaneously with the effectiveness of the amendments in Section 3, the Borrower shall pay a consent fee (the “Consent Fee”) to the Administrative Agent, for the ratable account of the Applicable Lenders (as defined below), equal to the sum of (i) 0.10% of the aggregate outstanding principal amount of the Loans of the Applicable Lenders plus (ii) 0.10% of the aggregate amount of the unused Revolving Commitments of the Applicable Lenders. “Applicable Lender” shall mean each Lender that has delivered an executed counterpart of this Agreement to the Administrative Agent prior to 12:00 noon, New York City time, on December 9, 2013 or such earlier later date (except that any such representation and warranty that is qualified as time specified by the Borrower and notified in writing to “materiality” or “Material Adverse Effect” or words of similar import the Lenders by the Administrative Agent. The Consent Fee shall be true and correct as of such earlier date in all respects as so qualified).
(d) Immediately prior to and calculated after giving effect to the incurrence of the 2024 Refinancing Indebtedness, no Event of Default shall exist and be continuing.
(e) [Reserved]
(f) The Borrower shall have paid (or substantially concurrently with the incurrence of the 2024 Refinancing Term Indebtedness shall pay) to Agent all reasonable and documented out-of-pocket costs and expenses of Agent required in connection with this Amendment and each other document contemplated hereby pursuant to Section 12.04 of the Credit Agreement, including the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP, counsel to Agent and the Lead Arrangers, plus one local counsel in each appropriate jurisdiction, in each case to the extent invoiced at least two (2) Business Days prior to the Amendment No. 3 Effective Date (which amounts may, at the Borrower’s option, be offset against the proceeds of the 2024 Refinancing Term Loans).
(g) The Agent shall have received at least 3 Business Days prior to the Amendment No. 3 Effective Date (i) all documentation and other information required by regulatory authorities with respect to Holdings and the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by any 2024 Refinancing Term Lender at least 10 Business Days in advance of the Amendment No. 3 Effective Date including, in particular, a duly executed IRS Form W 9 and (ii) with respect to Holdings or any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent reasonably requested by the Lenders at least 10 Business Days in advance of the Amendment No. 3 Effective Date, a beneficial ownership certificate in relation to Holdings or such Loan Party (as applicable), which certification shall be in form and substance required by the Beneficial Ownership Regulation.Prepayment;
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Samples: Credit Agreement (Roundy's, Inc.)