Conditions to the Initial Credit Extensions. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (to the extent a Loan Party is party thereto), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) an original Note executed by the Borrower in favor of each Lender requesting a Note; (iii) executed counterparts of the Administrative Agent Fee Letter; (iv) a security agreement, in substantially the form of Exhibit F hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) except to the extent required to be delivered pursuant to Section 6.13(c), certificates and instruments, if any, representing the applicable Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank, (B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), (D) a Perfection Certificate duly executed by each of the Loan Parties, (E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and (F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, with respect to all Deposit Accounts and Securities Accounts maintained by the Loan Parties as of the Closing Date (other than Excluded Accounts); (v) such certifications of resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed; (vii) a favorable opinion of each of (A) Wachtell, Lipton, Xxxxx & Xxxx, counsel to the Loan Parties, and (B) Lerman Senter PLLC, FCC counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in a form reasonably satisfactory to the Administrative Agent and the Arrangers; (viii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (ix) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections; (x) a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Transactions, from the Borrower’s Vice President and Assistant Secretary, substantially in the form of Exhibit K hereto; (xi) to the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicable; and (xii) a funds flow memorandum executed by a Responsible Officer of the Borrower; (b) at least five (5) Business Days prior to the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by such Agent or Lender at least ten (10) days prior to such date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (c) (i) all fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid; (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid and (iii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent shall have been paid, to the extent invoiced; (d) the Arrangers shall be reasonably satisfied (i) that all necessary regulatory, governmental and corporate approvals and consents have been received and (ii) with the outstanding indebtedness of the Borrower and its Subsidiaries, in each case, as of the Closing Date; (e) the Arrangers shall have received public ratings for the Facilities from each of S&P and Xxxxx’x, and a public corporate credit rating and a public corporate family rating in respect of the Borrower and its Subsidiaries after giving effect to the Closing Date Transactions from each of S&P and Xxxxx’x; and (f) since December 31, 2015, there shall not have occurred any event that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Lenders and the Administrative Agent that has signed this Agreement shall be 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 Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 5 contracts
Samples: Credit Agreement (Entercom Communications Corp), Credit Agreement (CBS Radio Inc.), Credit Agreement (Entercom Communications Corp)
Conditions to the Initial Credit Extensions. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the conditions set forth in Section 4.01 and the following conditions precedent:
(a) The Senior Notes shall have been (or, substantially concurrently with the effectiveness of this Agreement under Section 4.01, shall be) issued and the sum of the aggregate principal amount of the Senior Notes and the Term Commitments shall not be less than $1,400,000,000.
(b) The IPC Purchase or IPC Note Repayment shall have occurred or shall occur, or be completed, as applicable, substantially simultaneously with the funding of the Term Loans.
(c) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (in the case of items required to the extent be executed on behalf of a Loan Party is party theretoParty), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing DateDate (in the case of items referred to in clause (i), (ii)(D), (iii), (iv), (v), (vi) and (vii)) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement;
(ii) an original a Note executed by the Borrower in favor of each Lender requesting that shall have requested a NoteNote not less than three Business Days prior to the Closing Date;
(iii) executed counterparts of the Administrative Agent Fee Letter;
(ivii) a security agreement, in substantially the form of Exhibit F E hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with:
(A) except to the extent required to be delivered pursuant to Section 6.13(c), certificates and instruments, if any, instruments representing the applicable Collateral referred to therein (to the extent required by the terms of the Security Agreement to be delivered to the Collateral Agent) accompanied by undated stock powers or instruments of transfer executed in blank,;
(B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,;
(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment such lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any with respect to the Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or Parties that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber shall disclose Liens on the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens),, it being understood that such searches shall be conducted by the Administrative Agent or its counsel, and the Borrower shall not be required to conduct such searches;
(D) a Perfection Certificate duly executed by each of the Loan Parties,Borrower; and
(E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicableAgreement) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security AgreementAgreements”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and
(F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, with respect to all Deposit Accounts and Securities Accounts maintained by the Loan Parties as of the Closing Date (other than Excluded Accounts);
(viii) such certifications of resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(viiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed;
(viiv) a favorable opinion of each opinions of (A) Wachtelleach of Cravath, LiptonSwaine & Xxxxx LLP, Xxxxx & Xxxxin the form of Exhibit I hereto and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC, in the form of Exhibit J hereto, counsel to the Loan Parties, Parties and (B) Lerman Senter PLLC, FCC the general counsel to of the Loan Parties, addressed to the Administrative Agent and each LenderBorrower, in a form reasonably satisfactory to the Administrative Agent, in each case addressed to the Administrative Agent and the Arrangerseach Lender;
(viiivi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied;
(ix) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections;
(xvii) a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated combined basis after giving effect to the Closing Date Transactions, from the Borrower’s Vice President and Assistant Secretarychief financial officer, substantially in the form of Exhibit K H hereto;
(xi) to the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicable; and
(xii) a funds flow memorandum executed by a Responsible Officer of the Borrower;
(bviii) at least five (5) three Business Days prior to the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by such Agent or Lender the Lenders at least ten (10) days 10 Business Days prior to such date the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;, which documentation and other information the Administrative Agent shall promptly deliver to any requesting Lender.
(c) (i) all All fees required to be paid to the Administrative Agent Agents, Syndication Agent, Documentation Agents, Senior Co-Manager, Co-Manager and the Arrangers on or before the Closing Date shall have been (or, substantially concurrently with the funding of the Term Loans, shall be) paid; (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been (or, substantially concurrently with the funding of the Term Loans, shall be) paid (which fees, in the case of those due to the Term Lenders, may be paid by offset against the proceeds of the Term Loans, to the extent arrangements therefor, satisfactory to the Borrower and the Administrative Agent, have been made); and (iii) all out-of- pocket expenses of the Agents (including the reasonable fees, charges and disbursements of counsel to the Administrative Agent Agents) required to be paid or reimbursed by the Borrower on the Closing Date shall have been (or, substantially concurrently with the funding of the Term Loans, shall be) paid, to the extent invoiced;
invoiced at least three Business Days prior to the Closing Date. Notwithstanding the foregoing, (x) if the conditions in clauses (a) through (d) the Arrangers shall be reasonably of this Section 4.02 have not been satisfied (ior waived in accordance with Section 10.01) that all necessary regulatoryon or prior to June 30, governmental and corporate approvals and consents have been received and (ii) with 2014, the outstanding indebtedness of the Borrower and its Subsidiaries, in each case, as of the Closing Date;
(e) the Arrangers shall have received public ratings for the Facilities from each of S&P and Xxxxx’x, and a public corporate credit rating and a public corporate family rating in respect of the Borrower and its Subsidiaries after giving effect to the Closing Date Transactions from each of S&P and Xxxxx’x; and
(f) since December 31, 2015, there shall not have occurred any event that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each Commitments of the Lenders hereunder shall terminate at 5:00 p.m. New York City time on June 30, 2014, and the Administrative Agent that has signed this Agreement shall be deemed to have consented to, approved or accepted or (y) any item to be satisfied with, each document delivered or other matter required thereunder action to be consented taken that is listed on Schedule 6.13(a) shall not be required to be delivered or approved by or acceptable or satisfactory taken in order for the above conditions to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretobe satisfied.
Appears in 3 contracts
Samples: Credit Agreement (Time Inc.), Credit Agreement (Time Inc.), Credit Agreement (Time Inc.)
Conditions to the Initial Credit Extensions. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (to the extent a Loan Party is party thereto)Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement;
(ii) an original Note executed by the Borrower Borrowers in favor of each Lender requesting a Note;
(iii) executed counterparts of the Administrative Agent Fee Letter;
(iv) a security agreement, in substantially the form of Exhibit F hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with:
(A) except to the extent required to be delivered pursuant to Section 6.13(c), certificates and instruments, if any, instruments representing the applicable Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank,
(B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,
(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens),
(D) a Perfection Certificate duly executed by each of the Loan Parties,, and
(E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and.
(F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, with respect to all Deposit Accounts and Securities Accounts maintained by the Loan Parties as of the Closing Date (other than Excluded Accounts);
(viv) such certifications of resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed;
(viivi) a favorable opinion of each of (A) Wachtell, Lipton, Xxxxx & Xxxx, counsel to the Loan Parties, Xxxx and (B) Lerman Senter PLLCXxxxxxx LLP, FCC counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in a form reasonably satisfactory to the Administrative Agent and the Arrangers;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Parent certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied;
(ixviii) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections;
(xix) a certificate attesting to the Solvency of the Borrower Parent and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Transactions, from the BorrowerParent’s Vice President and Assistant Secretarychief financial officer, substantially in the form of Exhibit K hereto;
(xix) a certificate attaching all material documentation relating to any Standalone Letter of Credit Facility that is or will be in effect on the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicableClosing Date; and
(xii) a funds flow memorandum executed by a Responsible Officer of the Borrower;
(bxi) at least five (5) Business Days prior to the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by such Agent or Lender the Lenders at least ten (10) days prior to such date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;; and
(cb) (i) all fees required to be paid to the Administrative Agent and the Arrangers Arranger on or before the Closing Date shall have been paid; (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid and (iii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent shall have been paid, to the extent invoiced;
(d) ; the Arrangers shall be reasonably satisfied (i) that all necessary regulatory, governmental and corporate approvals and consents have been received and (ii) with the outstanding indebtedness of the Borrower Parent and its Subsidiariessubsidiaries, in each case, as of the Closing Date;
(ec) the Arrangers shall have received public ratings for the Facilities from each of S&P and Xxxxx’x, and a public corporate credit rating and a public corporate family rating in respect of the Borrower Parent and its Subsidiaries after giving effect to the Closing Date Transactions from each of S&P and Xxxxx’x; and
(fd) since December 31, 20152012, there shall has not have occurred any event that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Lenders and the Administrative Agent that has signed this Agreement shall be 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 Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 2 contracts
Samples: Credit Agreement (Outfront Media Minnesota LLC), Credit Agreement (CBS Outdoor Americas Inc.)
Conditions to the Initial Credit Extensions. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (to the extent a Loan Party is party thereto)Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement;
(ii) an original Note executed by the Borrower Borrowers in favor of each Lender requesting a Note;
(iii) executed counterparts of the Administrative Agent Fee Letter;
(iv) a security agreement, in substantially the form of Exhibit F hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with:
(A) except to the extent required to be delivered pursuant to Section 6.13(c), certificates and instruments, if any, instruments representing the applicable Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank,
(B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,
(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens),
(D) a Perfection Certificate duly executed by each of the Loan Parties,, and
(E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and.
(F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, with respect to all Deposit Accounts and Securities Accounts maintained by the Loan Parties as of the Closing Date (other than Excluded Accounts);
(viv) such certifications of resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed;
(viivi) a favorable opinion of each of (A) WachtellXxxxxxxx, LiptonXxxxxx, Xxxxx & Xxxx, counsel to the Loan Parties, Xxxx and (B) Lerman Senter PLLCXxxxxxx LLP, FCC counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in a form reasonably satisfactory to the Administrative Agent and the Arrangers;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Parent certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied;
(ix) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections;
(x) a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Transactions, from the Borrower’s Vice President and Assistant Secretary, substantially in the form of Exhibit K hereto;
(xi) to the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicable; and
(xii) a funds flow memorandum executed by a Responsible Officer of the Borrower;
(b) at least five (5) Business Days prior to the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by such Agent or Lender at least ten (10) days prior to such date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;
(c) (i) all fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid; (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid and (iii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent shall have been paid, to the extent invoiced;
(d) the Arrangers shall be reasonably satisfied (i) that all necessary regulatory, governmental and corporate approvals and consents have been received and (ii) with the outstanding indebtedness of the Borrower and its Subsidiaries, in each case, as of the Closing Date;
(e) the Arrangers shall have received public ratings for the Facilities from each of S&P and Xxxxx’x, and a public corporate credit rating and a public corporate family rating in respect of the Borrower and its Subsidiaries after giving effect to the Closing Date Transactions from each of S&P and Xxxxx’x; and
(f) since December 31, 2015, there shall not have occurred any event that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Lenders and the Administrative Agent that has signed this Agreement shall be 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 Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 2 contracts
Samples: Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.)
Conditions to the Initial Credit Extensions. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the conditions set forth in Section 4.01 and the following conditions precedent:
(a) The Senior Notes shall have been (or, substantially concurrently with the effectiveness of this Agreement under Section 4.01, shall be) issued and the sum of the aggregate principal amount of the Senior Notes and the Term Commitments shall not be less than $1,400,000,000. 106
(b) The IPC Purchase or IPC Note Repayment shall have occurred or shall occur, or be completed, as applicable, substantially simultaneously with the funding of the Term Loans.
(c) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (in the case of items required to the extent be executed on behalf of a Loan Party is party theretoParty), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing DateDate (in the case of items referred to in clause (i), (ii)(D), (iii), (iv), (v), (vi) and (vii)) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement;
(ii) an original a Note executed by the Borrower in favor of each Lender requesting that shall have requested a NoteNote not less than three Business Days prior to the Closing Date;
(iii) executed counterparts of the Administrative Agent Fee Letter;
(ivii) a security agreement, in substantially the form of Exhibit F E hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with:
(A) except to the extent required to be delivered pursuant to Section 6.13(c), certificates and instruments, if any, instruments representing the applicable Collateral referred to therein (to the extent required by the terms of the Security Agreement to be delivered to the Collateral Agent) accompanied by undated stock powers or instruments of transfer executed in blank,;
(B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,;
(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment such lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any with respect to the Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or Parties that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber shall disclose Liens on the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens),, it being understood that such searches shall be conducted by the Administrative Agent or its counsel, and the Borrower shall not be required to conduct such searches;
(D) a Perfection Certificate duly executed by each of the Loan Parties,Borrower; and
(E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicableAgreement) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security AgreementAgreements”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and
(F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, with respect to all Deposit Accounts and Securities Accounts maintained by the Loan Parties as of the Closing Date (other than Excluded Accounts);
(viii) such certifications of resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(viiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed;
(viiv) a favorable opinion of each opinions of (A) Wachtelleach of Cravath, LiptonSwaine & Xxxxx LLP, Xxxxx & Xxxxin the form of Exhibit I hereto and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC, in the form of Exhibit J hereto, counsel to the Loan Parties, Parties and (B) Lerman Senter PLLC, FCC the general counsel to of the Loan Parties, addressed to the Administrative Agent and each LenderBorrower, in a form reasonably satisfactory to the Administrative Agent, in each case addressed to the Administrative Agent and the Arrangerseach Lender;
(viiivi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied;
(ix) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections;
(xvii) a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated combined basis after giving effect to the Closing Date Transactions, from the Borrower’s Vice President and Assistant Secretarychief financial officer, substantially in the form of Exhibit K H hereto;
(xi) to the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicable; and
(xii) a funds flow memorandum executed by a Responsible Officer of the Borrower;
(bviii) at least five (5) three Business Days prior to the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by such Agent or Lender the Lenders at least ten (10) days 10 Business Days prior to such date the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;, which documentation and other information the Administrative Agent shall promptly deliver to any requesting Lender.
(cd) (i) all All fees required to be paid to the Administrative Agent Agents, Syndication Agent, Documentation Agents, Senior Co-Manager, Co-Manager and the Arrangers on or before the Closing Date shall have been (or, substantially concurrently with the funding of the Term Loans, shall be) paid; (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been (or, substantially concurrently with the funding of the Term Loans, shall be) paid (which fees, in the case of those due to the Term Lenders, may be paid by offset against the proceeds of the Term Loans, to the extent arrangements therefor, satisfactory to the Borrower and the Administrative Agent, have been made); and (iii) all out-of- pocket expenses of the Agents (including the reasonable fees, charges and disbursements of counsel to the Administrative Agent Agents) required to be paid or reimbursed by the Borrower on the Closing Date shall have been (or, substantially concurrently with the funding of the Term Loans, shall be) paid, to the extent invoiced;
invoiced at least three Business Days prior to the Closing Date. 108 Notwithstanding the foregoing, (x) if the conditions in clauses (a) through (d) the Arrangers shall be reasonably of this Section 4.02 have not been satisfied (ior waived in accordance with Section 10.01) that all necessary regulatoryon or prior to June 30, governmental and corporate approvals and consents have been received and (ii) with 2014, the outstanding indebtedness of the Borrower and its Subsidiaries, in each case, as of the Closing Date;
(e) the Arrangers shall have received public ratings for the Facilities from each of S&P and Xxxxx’x, and a public corporate credit rating and a public corporate family rating in respect of the Borrower and its Subsidiaries after giving effect to the Closing Date Transactions from each of S&P and Xxxxx’x; and
(f) since December 31, 2015, there shall not have occurred any event that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each Commitments of the Lenders hereunder shall terminate at 5:00 p.m. New York City time on June 30, 2014, and the Administrative Agent that has signed this Agreement shall be deemed to have consented to, approved or accepted or (y) any item to be satisfied with, each document delivered or other matter required thereunder action to be consented taken that is listed on Schedule 6.13(a) shall not be required to be delivered or approved by or acceptable or satisfactory taken in order for the above conditions to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretobe satisfied.
Appears in 1 contract
Samples: Credit Agreement
Conditions to the Initial Credit Extensions. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (to the extent a Loan Party is party thereto), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement;
(ii) an original Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) executed counterparts of the Administrative Agent Fee Letter;
(iv) a security agreement, in substantially the form of Exhibit F hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with:
(A) except to the extent required to be delivered pursuant to Section 6.13(c), certificates and instruments, if any, representing the applicable Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank,
(B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,
(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens),
(D) a Perfection Certificate duly executed by each of the Loan Parties,
(E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and
(F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, with respect to all Deposit Accounts and Securities Accounts maintained by the Loan Parties as of the Closing Date (other than Excluded Accounts);
(v) such certifications of resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed;
(vii) a favorable opinion of each of (A) Wachtell, Lipton, Xxxxx Rxxxx & XxxxKxxx, counsel to the Loan Parties, and (B) Lerman Senter PLLC, FCC counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in a form reasonably satisfactory to the Administrative Agent and the Arrangers;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied;
(ix) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections;
(x) a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Transactions, from the Borrower’s Vice President and Assistant Secretary, substantially in the form of Exhibit K hereto;
(xi) to the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicable; and
(xii) a funds flow memorandum executed by a Responsible Officer of the Borrower;
(b) at least five (5) Business Days prior to the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by such Agent or Lender at least ten (10) days prior to such date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;
(c) (i) all fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid; (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid and (iii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent shall have been paid, to the extent invoiced;
(d) the Arrangers shall be reasonably satisfied (i) that all necessary regulatory, governmental and corporate approvals and consents have been received and (ii) with the outstanding indebtedness of the Borrower and its Subsidiaries, in each case, as of the Closing Date;
(e) the Arrangers shall have received public ratings for the Facilities from each of S&P and Xxxxx’xMxxxx’x, and a public corporate credit rating and a public corporate family rating in respect of the Borrower and its Subsidiaries after giving effect to the Closing Date Transactions from each of S&P and Xxxxx’xMxxxx’x; and
(f) since December 31, 2015, there shall not have occurred any event that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Lenders and the Administrative Agent that has signed this Agreement shall be 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 Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (CBS Corp)
Conditions to the Initial Credit Extensions. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:
(ai) The Senior Notes shall have been (or, substantially simultaneously with the initial Credit Extension hereunder, shall be) issued in an amount of $1,400 million and (ii) the Equity Contribution shall have been (or, substantially simultaneously with the initial Credit Extension hereunder, shall be) consummated in an amount of not less than $650 million.
(b) The Acquisition shall have been consummated, or substantially simultaneously with the initial Credit Extension hereunder shall be consummated, in all material respects in accordance the terms of the Merger Agreement (and no provision of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified (including any consents thereunder) in a manner material and adverse to the Lenders or the Arrangers without the consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned)).
(c) The Administrative Agent shall have received reasonably satisfactory evidence that the Refinancing has been consummated or, substantially simultaneously with initial Credit Extension hereunder shall be consummated, and after giving effect to the Acquisition, Refinancing and other transactions contemplated hereby, the Borrower and its Restricted Subsidiaries have not have any Indebtedness outstanding other than Permitted Indebtedness.
(d) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (in the case of items required to the extent be executed on behalf of a Loan Party is party theretoParty), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) , and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement executed by a Responsible Officer of each Loan Party and by each of the other parties to this Agreement;
(ii) an original (A) the Audited Financial Statements; (B) the Quarterly Financial Statements (if any); and (C) the Pro Forma Balance Sheet, in each case, which the Administrative Agent shall promptly deliver to any requesting Lender;
(iii) a Note executed by the Borrower in favor of each Lender requesting that shall have requested a Note;
(iii) executed counterparts of Note not less than three Business Days prior to the Administrative Agent Fee LetterClosing Date;
(iv) a security agreement, in substantially the form of Exhibit F E hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with:
(A) except to the extent required to be delivered pursuant to Section 6.13(c), certificates and instruments, if any, instruments representing the applicable Collateral referred to therein (to the extent required by the terms of the Security Agreement to be delivered to the Collateral Agent) accompanied by undated stock powers or instruments of transfer executed in blank,;
(B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,;
(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment such lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any with respect to the Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or Parties that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber shall disclose Liens on the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens),, it being understood that such searches shall be conducted by the Administrative Agent or its counsel, and the Borrower shall not be required to conduct such searches;
(D) a Perfection Certificate duly executed by each of the Loan Parties,Borrower; and
(E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicableAgreement) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security AgreementAgreements”), duly executed by each applicable Loan Party; provided, together with evidence however, that all action it is understood that (other than the Administrative Agent may reasonably deem necessary or desirable grant and perfection of security interests (x) in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and
(F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, assets with respect to all Deposit Accounts and Securities Accounts maintained which a Lien may be perfected by the Loan Parties as filing of a financing statement under the UCC or (y) in Equity Interests with respect to which a Lien may be perfected by delivery of a stock (or equivalent) and related executed, undated transfer power (limited, in the case of Subsidiaries of the Target, after the Borrower uses its commercially reasonable efforts to obtain such certificates, to those certificates and related, executed, undated transfer powers that have been provided by the Target on the Closing Date)) each of the requirements set forth in clause (iv) above shall not constitute conditions precedent to any Credit Extension on the Closing Date (other than Excluded Accounts)after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date, but shall be required to be delivered and/or perfected after the Closing Date pursuant to Section 6.13;
(v) such certifications of resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed;
(vii) a favorable opinion opinions of each of (A) WachtellXxxxxx LLP and (B) Nyemaster Xxxxx, Lipton, Xxxxx & XxxxP.C., counsel to the Loan PartiesParties and, and (B) Lerman Senter PLLC, FCC counsel to the Loan Parties, in each case addressed to the Administrative Agent and each Lender, in a form reasonably satisfactory to the Administrative Agent and the Arrangers;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(aSection 4.01(e), Section 4.01(f) and (bSection 4.01(g) have been satisfied;
(ix) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections;
(x) a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated combined basis after giving effect to the Closing Date Transactions, from the Borrower’s Vice President and Assistant Secretarychief financial officer, substantially in the form of Exhibit K H hereto;
(xi) to the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicable; and
(xii) a funds flow memorandum executed by a Responsible Officer of the Borrower;
(bx) at least five (5) three Business Days prior to the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by such Agent or Lender the Lenders at least ten (10) days 10 Business Days prior to such date the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;, which documentation and other information the Administrative Agent shall promptly deliver to any requesting Lender.
(ce) A Company Material Adverse Effect (as defined in the Merger Agreement as in effect on November 26, 2017) has not occurred.
(f) The representations and warranties made by or with respect to the Target in the Merger Agreement that are material to the interests of the Lenders shall be true and correct in all material respects (or, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all respects) on and as of the Closing Date, but only to the extent that Borrower has the right (taking into account any applicable cure provisions) to terminate its (or any Affiliates of the Borrower has the right to terminate its) obligations under the Merger Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms of the Merger Agreement) as a result of such representations and warranties in the Merger Agreement (collectively, the “Specified Merger Agreement Representations”).
(g) The Specified Representations shall be true and correct in all material respects (or, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all respects) on and as of the Closing Date.
(h) The Administrative Agent and, if applicable, the relevant L/C Issuer shall have received a Request for Credit Extension for the Loans and Letters of Credit to be made, or issued, on the Closing Date in accordance with the requirements hereof.
(i) (i) all All fees required to be paid to the Administrative Agent Agents and the Arrangers on or before the Closing Date shall have been (or, substantially concurrently with the funding of the Term Loans, shall be) paid; (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been (or, substantially concurrently with the funding of the Term Loans, shall be) paid (which fees, in the case of those due to the Term Lenders, may be paid by offset against the proceeds of the Term Loans, to the extent arrangements therefor, satisfactory to the Borrower and the Administrative Agent, have been made); and (iii) all out-of- pocket expenses of the Agents (including the reasonable fees, charges and disbursements of counsel to the Administrative Agent Agents) required to be paid or reimbursed by the Borrower on the Closing Date shall have been (or, substantially concurrently with the funding of the Term Loans, shall be) paid, to the extent invoiced;
(d) the Arrangers shall be reasonably satisfied (i) that all necessary regulatory, governmental and corporate approvals and consents have been received and (ii) with the outstanding indebtedness of the Borrower and its Subsidiaries, in each case, as of invoiced at least three Business Days prior to the Closing Date;
(e) the Arrangers shall have received public ratings for the Facilities from each of S&P and Xxxxx’x, and a public corporate credit rating and a public corporate family rating in respect of the Borrower and its Subsidiaries after giving effect to the Closing Date Transactions from each of S&P and Xxxxx’x; and
(f) since December 31, 2015, there shall not have occurred any event that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Lenders and the Administrative Agent that has signed this Agreement shall be 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 Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (Meredith Corp)
Conditions to the Initial Credit Extensions. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (to the extent a Loan Party is party thereto)Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement;
(ii) an original Note executed by the Borrower in favor of each Lender requesting that requested a NoteNote at least two (2) Business Days prior to the Closing Date;
(iii) a duly executed counterparts of Reaffirmation Agreement and the Administrative Agent Fee Letter;
(iv) a security agreement, in substantially or the form of Exhibit F hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together withCollateral Agent shall have received:
(A) except to the extent required to be delivered pursuant to Section 6.13(c), certificates and instruments, if any, representing the applicable Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank,
(B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,
(CB) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Collateral Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted LiensLiens and those evidencing Liens to be terminated on or before the Closing Date),, and
(DC) a Perfection Certificate duly executed by each of the Loan Parties,
(E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and
(F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, with respect to all Deposit Accounts and Securities Accounts maintained by the Loan Parties as of the Closing Date (other than Excluded Accounts);
(viv) such certifications of resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed;
(viivi) a favorable opinion of each of (A) WachtellXxxxxx & Bird LLP, Lipton, Xxxxx & Xxxx, counsel to the Loan Parties, and (B) Lerman Senter PLLC, FCC counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in a form reasonably satisfactory to the Administrative Agent and the Arrangers;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified representations and warranties of each Loan Party contained in Sections 4.02(a) Article V or any other Loan Document shall be true and correct in all material respects on an as of the Closing Date (b) have been satisfiedexcept to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date); provided, that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all respects;
(ixviii) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections;
(xix) a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Transactions, from the Borrower’s Vice President and Assistant Secretarychief financial officer, substantially in the form of Exhibit K hereto;
(xi) to the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicableK; and
(xiix) a funds flow memorandum executed by a Responsible Officer of the Borrower;
(bA) at least five three (53) Business Days prior to the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by such Agent or Lender the Lenders at least ten (10) days Business Days prior to such date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActAct and (B) at least three (3) Business Days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect to the Borrower;
(cb) (i) all fees required to be paid to the Administrative Agent and the Arrangers each Arranger on or before the Closing Date shall have been (or, substantially concurrently with the funding of the Loans to be made on the Closing Date, will be) paid; (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been (or, substantially concurrently with the funding of the Loans to be made on the Closing Date, will be) paid and (iii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent shall have been (or, substantially concurrently with the funding of the Loans to be made on the Closing Date, will be) paid, to the extent invoiced;
invoiced at least two (d2) the Arrangers shall be reasonably satisfied (i) that all necessary regulatory, governmental and corporate approvals and consents have been received and (ii) with the outstanding indebtedness of the Borrower and its Subsidiaries, in each case, as of Business Days prior to the Closing Date;
(e) the Arrangers shall have received public ratings for the Facilities from each of S&P and Xxxxx’x, and a public corporate credit rating and a public corporate family rating in respect of the Borrower and its Subsidiaries after giving effect to the Closing Date Transactions from each of S&P and Xxxxx’x; and
(f) since December 31, 2015, there shall not have occurred any event that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Lenders and the Administrative Agent that has signed this Agreement shall be 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 Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to the Initial Credit Extensions. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:
(a) The the Transactions shall have been consummated simultaneously (or substantially simultaneously or concurrently) with the funding of such Credit Extension in accordance in all material respects with applicable law and on the terms described in the documents describing such Transactions or otherwise communicated to the Administrative Agent and the Lenders;
(b) the Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (to the extent a Loan Party is party theretoif applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement;
(ii) an original Note executed by the Borrower Borrowers in favor of each Lender requesting that requested a NoteNote at least two (2) Business Days prior to the Closing Date;
(iii) executed counterparts of the Administrative Agent Fee Letter;
(iv) a security agreement, in substantially the form of Exhibit F hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as amended, amended and restated, supplemented or otherwise modified, the “Security Agreement”), duly executed by each Loan Party, together with:
(A) except to the extent required to be delivered to the Collateral Agent pursuant to Section 6.13(c)the terms of the Security Agreement, certificates and instruments, if any, instruments representing the applicable Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank,
(B) financing statements in form appropriate for filing under the Uniform Commercial Code UCC of all jurisdictions that the Administrative Agent may deem necessary jurisdiction of incorporation, formation or desirable in order to perfect the Liens created under the Security Agreementorganization, as applicable, of each Loan Party, covering the Collateral described in the Security AgreementAgreement owned by each such Loan Party,
(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and and, to the extent such other searches indicate that there are required by the Perfection Certificate or that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber Liens on the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), the Administrative Agent shall be reasonably satisfied that arrangements have been made to discharge such Liens on or prior to the Closing Date,
(D) a Perfection Certificate duly executed by each of the Loan Parties,, and
(E) a Copyright Security [reserved];
(iv) the Intercreditor Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and
(F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, with respect to all Deposit Accounts and Securities Accounts maintained by the Loan Parties as of the Closing Date (other than Excluded Accounts)party thereto;
(v) such (x) certifications of resolutions or other action and action, (y) incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party, and (z) certifications as to the organizational documents of such Loan Party;
(vi) such documents and certifications certificates of good standing (or the equivalent or similar concept to the extent not applicable) from the applicable public official in the jurisdiction of incorporation, formation or organization, as the Administrative Agent may reasonably require to evidence that applicable, of each Loan Party is duly organized or formedParty;
(vii) a favorable opinion of each of (A) Wachtell, Lipton, Xxxxx & Xxxx, counsel to the Loan Parties, and (B) Lerman Senter PLLC, FCC counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in a form reasonably satisfactory to the Administrative Agent and the Arrangers;
(viii) a certificate signed by a Responsible Officer of the Borrower Parent certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied;
(ix) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections;
(xviii) a certificate attesting to the Solvency of the Borrower Parent and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Transactions, from the BorrowerParent’s Vice President and Assistant Secretarychief financial officer, substantially in the form of Exhibit K hereto;
(xi) to the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicable; and
(xii) a funds flow memorandum executed by a Responsible Officer of the Borrower;
(bix) at least five three (53) Business Days prior to the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by such Agent or Lender the Lenders in writing at least ten (10) days prior to such date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;
(c) the Administrative Agent’s receipt of:
(i) all fees required a favorable opinion of (A)Sxxxxxx, Axxx, Slate, Mxxxxxx & Fxxx LLP, New York counsel to be paid the Loan Parties and (B)Sxxxxxx Xxxx Guinot & Sxxxxxx, P.A., Maryland counsel of Parent, in each case addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Arrangers on or before the Closing Date shall have been paid; Administrative Agent;
(ii) all fees required to be paid to evidence that Windstream has declared the Lenders on or before dividend constituting the Closing Date shall have been paid and Separation; and
(iii) all reasonable fees, charges (A) the Audited Financial Statements and disbursements of counsel to (B) the Administrative Agent shall have been paid, to the extent invoicedProjections;
(d) the Arrangers shall be reasonably satisfied (i) that all necessary regulatory, governmental and corporate approvals and consents have been received and (ii) with the outstanding indebtedness of the Borrower and its Subsidiaries, in each case, as of the Closing Date;
(e) the Arrangers shall have received public ratings for the Facilities from each of S&P and Xxxxx’x, and a public corporate credit rating and a public corporate family rating in respect of the Borrower and its Subsidiaries after giving effect to the Closing Date Transactions from each of S&P and Xxxxx’x; and
(f) since December 31, 2015, there shall not have occurred any event that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Lenders Original Master Lease and the Administrative Agent that has signed this Recognition Agreement (as defined in the Original Master Lease) shall be deemed to have consented toin full force and effect in accordance with its terms, 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 and the Administrative Agent shall have received notice from a certificate, dated the as of the Closing Date, signed by a Responsible Officer of CSL National to such Lender prior to the proposed Closing Date specifying its objection thereto.effect and attaching executed copies thereof;
Appears in 1 contract
Samples: Credit Agreement (Uniti Group Inc.)
Conditions to the Initial Credit Extensions. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (to the extent a Loan Party is party thereto)Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement;
(ii) an original Note executed by the Borrower in favor of each Lender requesting that requested a NoteNote at least two Business Days prior to the Closing Date;
(iii) executed counterparts of the Administrative Agent Fee Letter;
(iv) a security agreement, in substantially the form of Exhibit F hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with:
(A) except to the extent required to be delivered pursuant to Section 6.13(c), certificates and instruments, if any, instruments representing the applicable Collateral referred to therein (to the extent required by the terms of the Security Agreement to be delivered to the Collateral Agent) accompanied by undated stock powers or instruments of transfer executed in blank,
(B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,
(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Collateral Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted LiensLiens and those evidencing Liens to be terminated on or before the Closing Date),
(D) a Perfection Certificate duly executed by each of the Loan Parties,, and
(E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and
(F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, with respect to all Deposit Accounts and Securities Accounts maintained by the Loan Parties as of the Closing Date (other than Excluded Accounts);
(viv) such certifications of resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed;
(viivi) a favorable opinion of each of (A) WachtellXxxxxx & Bird LLP, Lipton, Xxxxx & Xxxx, counsel to the Loan Parties, and (B) Lerman Senter PLLC, FCC counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in a form reasonably satisfactory to the Administrative Agent and the Arrangers;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified representations and warranties of the Loan Parties set forth in Sections 4.02(a) 5.01(a), 5.01(b)(ii), 5.02, 5.03, 5.04, 5.13, 5.15, 5.17 and 5.18 shall be true and correct in all material respects on an as of the Closing Date (b) have been satisfiedexcept to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date); provided, that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all respects;
(ixviii) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections;
(xix) a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Transactions, from the Borrower’s Vice President and Assistant Secretarychief financial officer, substantially in the form of Exhibit K hereto;
(xi) to the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicable; and
(xii) a funds flow memorandum executed by a Responsible Officer of the Borrower;
(bx) at least five three (53) Business Days prior to the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by such Agent or Lender the Lenders at least ten (10) days Business Days prior to such date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;
(c) (i) all fees required to be paid to the Administrative Agent and the Arrangers each Arranger on or before the Closing Date shall have been (or, substantially concurrently with the funding of the Loans to be made on the Closing Date, will be) paid; (ii) all fees (including the Ticking Fee) required to be paid to the Lenders on or before the Closing Date shall have been (or, substantially concurrently with the funding of the Loans to be made on the Closing Date, will be) paid and (iii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent shall have been (or, substantially concurrently with the funding of the Loans to be made on the Closing Date, will be) paid, to the extent invoicedinvoiced at least two Business Days prior to the Closing Date;
(c) the Administrative Agent’s receipt of an certificate of a Responsible Officer of the Borrower certifying that all conditions precedent to consummation of the Separation set forth in the separation agreement therefor and the Distribution set forth in the distribution agreement therefor have been satisfied or waived, other than:
(i) the release of the proceeds of the Senior Notes from escrow and the release of other debt proceeds necessary to fund the Distribution; and
(ii) the Borrower’s common stock having been approved for listing on the New York Stock Exchange;
(d) the Arrangers shall be reasonably satisfied (i) Arranger’s receipt of a certificate signed by a responsible officer of Xxxxxxxx-Xxxxx certifying that all necessary regulatory, governmental and corporate approvals and consents have been Xxxxxxxx-Xxxxx has received and (ii) with the outstanding indebtedness final executed copies of the Borrower Spin-Off Tax Opinions and its Subsidiaries, in each case, as of the Closing Date;such Spin-Off Tax Opinions have not been withdrawn; and
(e) the Arrangers shall have received public ratings for Administrative Agent’s receipt of a certificate signed by a Responsible Officer of Borrower certifying that any actions relating to the Facilities from each of S&P and Xxxxx’x, and a public corporate credit rating and a public corporate family rating in respect of Separation taken by the Borrower and or any of its Subsidiaries after giving effect to are in all material respects consistent with the Closing Date Transactions from each of S&P and Xxxxx’x; and
(f) since December 31, 2015, there shall not have occurred any event that has had representations described in or would reasonably be expected to have a Material Adverse Effectrelied upon by the Spin-Off Tax Opinions. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Lenders and the Administrative Agent that has signed this Agreement shall be 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 Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to the Initial Credit Extensions. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (to the extent a Loan Party is party thereto)Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement;
(ii) an original Note executed by the Borrower in favor of each Lender requesting that requested a NoteNote at least two Business Days prior to the Closing Date;
(iii) executed counterparts of the Administrative Agent Fee Letter;
(iv) a security agreement, in substantially the form of Exhibit F hereto (together with each security agreement supplement delivered after the Closing Date pursuant to Section 6.11, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with:with the following (except as otherwise provided in Section 6.13):
(A) except to the extent required to be delivered pursuant to Section 6.13(c), certificates and instruments, if any, instruments representing the applicable Collateral referred to therein (to the extent required by the terms of the Security Agreement to be delivered to the Collateral Agent) accompanied by undated stock powers or instruments of transfer executed in blank,
(B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,
(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Collateral Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted LiensLiens and those evidencing Liens to be terminated on or before the Closing Date),
(D) a Perfection Certificate duly executed by each of the Loan Parties,, and
(E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and
(F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, with respect to all Deposit Accounts and Securities Accounts maintained by the Loan Parties as of the Closing Date (other than Excluded Accounts);
(viv) such certifications of resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed;
(viivi) a favorable opinion of each of (A) WachtellXxxxxx & Bird LLP, Lipton, Xxxxx & Xxxx, counsel to the Loan Parties, and (B) Lerman Senter PLLC, FCC counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in a form reasonably satisfactory to the Administrative Agent and the Arrangers;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified representations and warranties of the Loan Parties set forth in Sections 4.02(a) 5.01(a), 5.01(b)(ii), 5.02, 5.03, 5.04, 5.13, 5.15, 5.17 and 5.18 shall be true and correct in all material respects on an as of the Closing Date (b) have been satisfiedexcept to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date); provided, that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all respects;
(ixviii) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections;
(xix) a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Transactions, from the Borrower’s Vice President and Assistant Secretarychief financial officer, substantially in the form of Exhibit K hereto;
(xi) to the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicable; and
(xii) a funds flow memorandum executed by a Responsible Officer of the Borrower;
(bx) at least five three (53) Business Days prior to the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by such Agent or Lender the Lenders at least ten (10) days Business Days prior to such date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;
(cb) (i) all fees required to be paid to the Administrative Agent and the Arrangers each Arranger on or before the Closing Date shall have been (or, substantially concurrently with the funding of the Loans to be made on the Closing Date, will be) paid; (ii) all fees (including the Ticking Fee) required to be paid to the Lenders on or before the Closing Date shall have been (or, substantially concurrently with the funding of the Loans to be made on the Closing Date, will be) paid and (iii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent shall have been (or, substantially concurrently with the funding of the Loans to be made on the Closing Date, will be) paid, to the extent invoicedinvoiced at least two Business Days prior to the Closing Date;
(c) the Administrative Agent’s receipt of a certificate of a Responsible Officer of the Borrower certifying that all conditions precedent to consummation of the Separation set forth in the separation agreement therefor and the Distribution set forth in the distribution agreement therefor have been satisfied or waived, other than:
(i) the release of the proceeds of the Senior Notes from escrow and the release of other debt proceeds necessary to fund the Distribution; and
(ii) the Borrower’s common stock having been approved for listing on the New York Stock Exchange;
(d) the Arrangers shall be reasonably satisfied (i) Arranger’s receipt of a certificate signed by a responsible officer of Xxxxxxxx-Xxxxx certifying that all necessary regulatory, governmental and corporate approvals and consents have been Xxxxxxxx-Xxxxx has received and (ii) with the outstanding indebtedness final executed copies of the Borrower Spin-Off Tax Opinions and its Subsidiaries, in each case, as of the Closing Date;such Spin-Off Tax Opinions have not been withdrawn; and
(e) the Arrangers shall have received public ratings for Administrative Agent’s receipt of a certificate signed by a Responsible Officer of Borrower certifying that any actions relating to the Facilities from each of S&P and Xxxxx’x, and a public corporate credit rating and a public corporate family rating in respect of Separation taken by the Borrower and or any of its Subsidiaries after giving effect to are in all material respects consistent with the Closing Date Transactions from each of S&P and Xxxxx’x; and
(f) since December 31, 2015, there shall not have occurred any event that has had representations described in or would reasonably be expected to have a Material Adverse Effectrelied upon by the Spin-Off Tax Opinions. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Lenders and the Administrative Agent that has signed this Agreement shall be 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 Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to the Initial Credit Extensions. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:
(a) The the Transactions shall have been consummated simultaneously (or substantially simultaneously or concurrently) with the funding of such Credit Extension in accordance in all material respects with applicable law and on the terms described in the documents describing such Transactions or otherwise communicated to the Administrative Agent and the Lenders;
(b) the Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (to the extent a Loan Party is party theretoif applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement;
(ii) an original Note executed by the Borrower Borrowers in favor of each Lender requesting that requested a NoteNote at least two (2) Business Days prior to the Closing Date;
(iii) executed counterparts of the Administrative Agent Fee Letter;
(iv) a security agreement, in substantially the form of Exhibit F hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as amended, amended and restated, supplemented or otherwise modified, the “Security Agreement”), duly executed by each Loan Party, together with:
(A) except to the extent required to be delivered to the Collateral Agent pursuant to Section 6.13(c)the terms of the Security Agreement, certificates and instruments, if any, instruments representing the applicable Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank,
(B) financing statements in form appropriate for filing under the Uniform Commercial Code UCC of all jurisdictions that the Administrative Agent may deem necessary jurisdiction of incorporation, formation or desirable in order to perfect the Liens created under the Security Agreementorganization, as applicable, of each Loan Party, covering the Collateral described in the Security AgreementAgreement owned by each such Loan Party,
(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and and, to the extent such other searches indicate that there are required by the Perfection Certificate or that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber Liens on the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), the Administrative Agent shall be reasonably satisfied that arrangements have been made to discharge such Liens on or prior to the Closing Date,
(D) a Perfection Certificate duly executed by each of the Loan Parties,, and
(E) a Copyright Security [reserved];
(iv) the Intercreditor Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and
(F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, with respect to all Deposit Accounts and Securities Accounts maintained by the Loan Parties as of the Closing Date (other than Excluded Accounts)party thereto;
(v) such (x) certifications of resolutions or other action and action, (y) incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party, and (z) certifications as to the organizational documents of such Loan Party;
(vi) such documents and certifications certificates of good standing (or the equivalent or similar concept to the extent not applicable) from the applicable public official in the jurisdiction of incorporation, formation or organization, as the Administrative Agent may reasonably require to evidence that applicable, of each Loan Party is duly organized or formedParty;
(vii) a favorable opinion of each of (A) Wachtell, Lipton, Xxxxx & Xxxx, counsel to the Loan Parties, and (B) Lerman Senter PLLC, FCC counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in a form reasonably satisfactory to the Administrative Agent and the Arrangers;
(viii) a certificate signed by a Responsible Officer of the Borrower Parent certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied;
(ix) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections;
(xviii) a certificate attesting to the Solvency of the Borrower Parent and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Transactions, from the BorrowerParent’s Vice President and Assistant Secretarychief financial officer, substantially in the form of Exhibit K hereto;
(xi) to the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicable; and
(xii) a funds flow memorandum executed by a Responsible Officer of the Borrower;
(bix) at least five three (53) Business Days prior to the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by such Agent or Lender the Lenders in writing at least ten (10) days prior to such date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;
(c) the Administrative Agent’s receipt of:
(i) a favorable opinion of (A) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, New York counsel to the Loan Parties and (B) Xxxxxxx Xxxx Guinot & Sandler, P.A., Maryland counsel of Parent, in each case addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent;
(ii) evidence that Windstream has declared the dividend constituting the Separation; and
(iii) (A) the Audited Financial Statements and (B) the Projections;
(d) each of the Master Lease and the Recognition Agreement shall be in full force and effect in accordance with its terms, and the Administrative Agent shall have received a certificate, dated the as of the Closing Date, signed by a Responsible Officer of CSL National to such effect and attaching executed copies thereof;
(e) (i) all fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid; (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid and (iii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent required to be paid on or prior to the Closing Date pursuant to Section 10.04 shall have been paid, to the extent invoicedinvoiced at least two (2) Business Days prior to the Closing Date (or such later date as Parent shall reasonably agree); provided such fees, charges and disbursements may be paid with the proceeds of the Loans made on the Closing Date;
(df) the Arrangers Administrative Agent shall be reasonably satisfied (i) that all necessary regulatory, governmental and corporate approvals and consents have been received and (ii) with the outstanding indebtedness of the Borrower Parent and its Subsidiariessubsidiaries, in each case, as of the Closing Date;; and
(eg) the Arrangers Facilities shall have received public ratings for the Facilities from each of S&P and Xxxxx’x, and Parent shall have received a public corporate credit rating and a public corporate family rating in respect of the Borrower Parent and its Subsidiaries from each of S&P and Xxxxx’x, in each case after giving effect to the Closing Date Transactions from each of S&P and Xxxxx’x; and
(f) since December 31, 2015, there shall not have occurred any event that has had or would reasonably be expected to have a Material Adverse EffectTransactions. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Lenders and the Administrative Agent that has signed this Agreement shall be 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 Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (Communications Sales & Leasing, Inc.)
Conditions to the Initial Credit Extensions. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (to the extent a Loan Party is party thereto)Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement;
(ii) an original Note executed by the Borrower Borrowers in favor of each Lender requesting a Note;
(iii) executed counterparts of the Administrative Agent Fee Letter;
(iv) a security agreement, in substantially the form of Exhibit F hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with:
(A) except to the extent required to be delivered pursuant to Section 6.13(c), certificates and instruments, if any, instruments representing the applicable Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank,
(B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,
(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens),
(D) a Perfection Certificate duly executed by each of the Loan Parties,, and
(E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and.
(F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, with respect to all Deposit Accounts and Securities Accounts maintained by the Loan Parties as of the Closing Date (other than Excluded Accounts);
(viv) such certifications of resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed;
(viivi) a favorable opinion of each of (A) Wachtell, Lipton, Xxxxx Rxxxx & Xxxx, counsel to the Loan Parties, Kxxx and (B) Lerman Senter PLLCVxxxxxx LLP, FCC counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in a form reasonably satisfactory to the Administrative Agent and the Arrangers;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Parent certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied;
(ixviii) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections;
(xix) a certificate attesting to the Solvency of the Borrower Parent and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Transactions, from the BorrowerParent’s Vice President and Assistant Secretarychief financial officer, substantially in the form of Exhibit K hereto;
(xix) a certificate attaching all material documentation relating to any Standalone Letter of Credit Facility that is or will be in effect on the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicableClosing Date; and
(xii) a funds flow memorandum executed by a Responsible Officer of the Borrower;
(bxi) at least five (5) Business Days prior to the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by such Agent or Lender the Lenders at least ten (10) days prior to such date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;; and
(cb) (i) all fees required to be paid to the Administrative Agent and the Arrangers Arranger on or before the Closing Date shall have been paid; (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid and (iii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent shall have been paid, to the extent invoiced;
(d) ; the Arrangers shall be reasonably satisfied (i) that all necessary regulatory, governmental and corporate approvals and consents have been received and (ii) with the outstanding indebtedness of the Borrower Parent and its Subsidiariessubsidiaries, in each case, as of the Closing Date;
(ec) the Arrangers shall have received public ratings for the Facilities from each of S&P and Xxxxx’xMxxxx’x, and a public corporate credit rating and a public corporate family rating in respect of the Borrower Parent and its Subsidiaries after giving effect to the Closing Date Transactions from each of S&P and Xxxxx’xMxxxx’x; and
(fd) since December 31, 20152012, there shall has not have occurred any event that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Lenders and the Administrative Agent that has signed this Agreement shall be 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 Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
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