Initial Advances on the Closing Date. The obligation of ------------------------------------ each Bank to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks and Borrower; (2) Notes executed by Borrower in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata Share; (3) the Irrevocable Security Agreement - Defeasance executed by Borrower and each other party thereto; (4) such documentation with respect to Borrower as the Administrative Agent may require to establish Borrower's due organization, valid existence and good standing, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (5) the Opinions of Christensen, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially in the form of Exhibit J-1 and J-2, together with ----------- --- an opinion as to matters of Illinois law from Xxxxxx & Whitney which is in form and substance acceptable to the Administrative Agent; (6) a Request for Loan in compliance with Article 2 --------- executed by Borrower; (7) the Memorandum of Understanding and the fee letter described in Sections 3.2, 3.3 and 3.5; --- --- --- (8) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent the such approval is required by applicable Gaming Laws; (9) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(b), ------ 8.1(c), 8.1(i) and 8.1(j) have been satisfied; and ------ ------ ------ (10) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) Borrower shall have received, or shall concurrently receive, net cash proceeds of not less than $300,000,000 from the issuance and sale of its common stock. (c) Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with or for the account of the trustee for the First Mortgage Notes for the purpose of defeasing the First Mortgage Notes. (d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance. (e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. --- (f) The upfront fees payable on the Closing Date pursuant to Section 3.3 shall have been paid. --- (g) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. --- (h) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid. (i) The representations and warranties of Borrower contained in Article 4 shall be true and correct. --------- (j) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (k) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, LLP, special counsel to the Administrative Agent.
Appears in 1 contract
Samples: Loan Agreement (MGM Grand Inc)
Initial Advances on the Closing Date. The obligation of ------------------------------------ each Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):counsel:
(1) at least one (1) executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks Administrative Agent, the Lenders and the Domestic Borrower;
(2) Notes a Note executed by the Domestic Borrower in favor of each BankLender, each in a principal amount equal to that BankLender's Pro Rata Share;
(3) the Irrevocable Security Agreement - Defeasance executed by with respect to each Borrower and each other party thereto;
(4) Significant Subsidiary, such documentation with respect to Borrower as the Administrative Agent may reasonably require to establish Borrower's the due incorporation or other organization, valid existence and good standingstanding of the Borrowers and the Significant Subsidiaries, its their qualification to engage in business in each material jurisdiction in which it is they are engaged in business or required to be so qualified, its their authority to execute, deliver and perform any Loan Documents to which it is they are a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its their behalf, including (if applicable) certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(4) the Swing Line Documents;
(5) the Opinions of Christensen, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially in Domestic Facilities Guaranty executed by each Domestic Significant Subsidiary other than the form of Exhibit J-1 and J-2, together with ----------- --- an opinion as to matters of Illinois law from Xxxxxx & Whitney which is in form and substance acceptable to the Administrative AgentExcluded Subsidiaries;
(6) a Request for Loan in compliance with Article 2 --------- executed by Borrowerthe Bally Gaming Domestic Facilities Guaranty, the Plantation Domestic Facilities Guaranty, the Bally Gaming German Facility Guaranty and the Plantation German Facility Guaranty;
(7) the Memorandum of Understanding German Facility Guaranty executed by the Domestic Borrower and each Significant Subsidiary other than the fee letter described in Sections 3.2, 3.3 and 3.5; --- --- ---Excluded Subsidiaries;
(8) such assurances as the Administrative Agent deems appropriate German Security Documents, executed by German Holdings, the German Borrowers and each Significant Subsidiary thereof,
(9) the Collateral Documents executed by the parties thereto except that the relevant Domestic Facilities Pledge Agreement and the German Facility Pledge Agreement shall not include the stock of Bally Gaming Boards have approved Missouri, Inc., until the transactions contemplated by expiration of all notice periods and the Loan Documents to the extent the such approval is required by obtaining of appropriate consents under applicable Gaming Laws;
(9) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(b), ------ 8.1(c), 8.1(i) and 8.1(j) have been satisfied; and ------ ------ ------
(10) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Borrower shall have received, or shall concurrently receive, net cash proceeds of not less than $300,000,000 from the issuance and sale of its common stock.
(c) Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with or for the account of the trustee for the First Mortgage Notes for the purpose of defeasing the First Mortgage Notes.
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 shall have been paid. ---
(g) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. ---
(h) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid.
(i) The representations and warranties of Borrower contained in Article 4 shall be true and correct. ---------
(j) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(k) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, LLP, special counsel to the Administrative Agent.
Appears in 1 contract
Initial Advances on the Closing Date. The obligation of ------------------------------------ each Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks Lenders and Borrower;
(2) Notes executed by Borrower in favor of each BankLender, each in a principal amount equal to that BankLender's Pro Rata Share;
(3) the Irrevocable Security Agreement - Defeasance Swing Line Documents executed by Borrower and each other party theretoin favor of the Swing Line Lender;
(4) the Deed of Trust, executed and acknowledged by Borrower;
(5) a fixture filing on form UCC-1 with respect to the Project Site;
(6) the Security Agreement executed by Borrower;
(7) such financing statements on Form UCC-1 executed by Borrower with respect to the Security Agreement as the Administrative Agent may request;
(8) the Trademark Assignment, executed by Borrower;
(9) a Certificate, signed by a Senior Officer of Borrower certifying that attached thereto are true, correct and complete copies of the Trademark Sublicense Agreement, dated October 24, 1997 between Xxxxx X. Xxxxxx and Borrower, as amended (which amendment shall be in form and substance acceptable to the Lenders);
(10) the Completion Guaranty, executed by Xxxxx X. Xxxxxx;
(11) the Make Well Agreement, executed by Xxxxx X. Xxxxxx;
(12) the Subordination Agreement (regarding Supervisory Fees) executed by Xxxxx X. Xxxxxx;
(13) a certified execution copy of the Indenture;
(14) the fee letter with respect to certain fees due and owing to the Administrative Agent and the Arranger, executed by Borrower;
(15) such documentation with respect to Borrower as the Administrative Agent may require to establish Borrower's its due organization, valid existence and good standing, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any the Loan Documents to which it is a PartyDocuments, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including INCLUDING certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, and incumbency certificates, Certificates of Responsible Officials, and the like;
(5) the Opinions of Christensen, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially in the form of Exhibit J-1 and J-2, together with ----------- --- an opinion as to matters of Illinois law from Xxxxxx & Whitney which is in form and substance acceptable to the Administrative Agent;
(6) a Request for Loan in compliance with Article 2 --------- executed by Borrower;
(7) the Memorandum of Understanding and the fee letter described in Sections 3.2, 3.3 and 3.5; --- --- ---
(8) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent the such approval is required by applicable Gaming Laws;
(916) a Certificate of a Responsible Official signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(b)attaching true, ------ 8.1(c), 8.1(i) correct and 8.1(j) have been satisfied; and ------ ------ ------
(10) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Borrower shall have received, or shall concurrently receive, net cash proceeds of not less than $300,000,000 from the issuance and sale of its common stock.
(c) Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with or for the account complete copies of the trustee for Plans and the First Mortgage Notes for the purpose of defeasing the First Mortgage Notes.
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 shall have been paid. ---
(g) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. ---
(h) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid.
(i) The representations and warranties of Borrower contained in Article 4 shall be true and correct. ---------
(j) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(k) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, LLP, special counsel to the Administrative Agent.Budget;
Appears in 1 contract
Samples: Loan Agreement (Hard Rock Hotel Inc)
Initial Advances on the Closing Date. The obligation of ------------------------------------ each Bank to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks Banks, Borrower, Atlantic City and BorrowerDetroit;
(2) Notes executed by Borrower Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata ShareShare of $525,000,000;
(3) the Irrevocable Security Agreement - Defeasance executed by Borrower and each other party thereto;
(4) such documentation with respect to Borrower Borrower, Atlantic City, Detroit and each Guarantor (including Mirage, New York and their respective Subsidiaries), such documentation as the Administrative Agent may require to establish Borrower's the due organization, valid existence and good standingstanding of Borrower, Atlantic City, Detroit, and each of the Guarantors, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(4) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of Borrower;
(5) such documentation as required by the Opinions of ChristensenIntercreditor Agreement in order to designate the obligations evidenced by this Agreement as additional Qualified Obligations thereunder, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially including executed amendments to any Collateral Documents (as such term is defined in the form of Exhibit J-1 and J-2, together with ----------- --- an opinion as Intercreditor Agreement) in order to matters of Illinois law from Xxxxxx & Whitney which is in form and substance acceptable to include the Administrative Agentobligations evidenced by this Agreement among the obligations secured by such Collateral Documents;
(6) the Opinions;
(7) a Request for Loan in compliance with Article 2 --------- executed by Borrower2;
(7) 8) the Memorandum of Understanding and the fee letter agreement described in Sections 3.2, 3.3 and 3.5; --- --- ---;
(8) 9) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent the that such approval is required by applicable Gaming Laws;
(910) a Certificate signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Sections 8.1(b), ------ 8.1(c), 8.1(iSection 8.1(d) and 8.1(j(e) have been satisfied; and ------ ------ ------and
(1011) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Borrower shall have received, or shall concurrently receive, net cash proceeds of not less than $300,000,000 from the issuance and sale of its common stock.
(c) Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with or for the account of the trustee for the First Mortgage Notes for the purpose of defeasing the First Mortgage Notes.
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 Article 3 shall have been paid. ---.
(g) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. ---
(hc) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid.
(id) The representations and warranties of Borrower and the Co-Borrowers contained in Article 4 shall be true and correct. ---------.
(je) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(kf) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, Xxxxxxx LLP, special counsel to the Administrative Agent.
(g) The Closing Date shall have occurred by April 4, 2003.
(h) The proceeds of the initial Loans shall be used to refinance any outstanding loans under the Existing Loan Agreement
(i) An amendment to the Other Loan Agreement conforming the covenants set forth therein to those set forth in this Agreement, and in a form otherwise reasonably acceptable to the Administrative Agent, shall be in a position to concurrently close.
(j) Each lender and the Administrative Agent shall be satisfied that no circumstance or event has occurred that constitutes a Material Adverse Effect since December 31, 2002. Concurrently with the making of the initial Loan hereunder, the commitments of those lenders under the Existing Loan Agreement which are not parties to this Agreement shall be deemed terminated.
Appears in 1 contract
Samples: 364 Day Loan Agreement (MGM Mirage)
Initial Advances on the Closing Date. The obligation of ------------------------------------ each Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks Lenders and Borrower;
(2) Notes executed by Borrower in favor of each BankLender, each in a principal amount equal to that BankLender's Pro Rata ShareShare of $230,000,000;
(3) the Irrevocable Security Agreement - Defeasance executed by Borrower and each other party thereto;
(4) such documentation with respect to Borrower Borrower, the Licensee and the Company, such documentation as the Administrative Agent may require to establish Borrower's the due organization, valid existence and good standingstanding of Borrower, its the Licensee and the Company, their qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including INCLUDING (if applicable) certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(4) a Certificate of a Senior Officer of the Licensee on behalf of Borrower attaching true, correct and complete copies of each of the Material Documents.
(5) the Opinions of Christensen, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially in the form of Exhibit J-1 and J-2Mortgage executed by Borrower, together with ----------- --- appropriate commitments from First American Title Insurance Company for the issuance of an opinion ALTA title insurance policy in the amount of the Commitment insuring the Mortgage as a first priority Lien on the Temporary Project, subject only to Permitted Encumbrances, Permitted Rights of Others and other matters acceptable to the Administrative Agent, and with such endorsements to coverage and reinsurance as the Administrative Agent may reasonably require;
(6) the Landlord Consent executed by the Landlord;
(7) the Security Agreement executed by Borrower;
(8) such financing statements on Form UCC-1 executed by Borrower with respect to the Security Agreement as the Administrative Agent may request;
(9) the Guaranty executed by the Company;
(10) a certificate of Illinois law from Xxxxxx & Whitney which is in insurance issued by Borrower's insurance carrier or agent with respect to the insurance required to be maintained pursuant to the Mortgage, together with lenders' loss payable endorsements thereof on Form 438BFU or other form and substance acceptable to the Administrative Agent;
(611) the Opinions;
(12) a Request for Loan in compliance with Article 2 --------- executed by Borrower2;
(713) the Memorandum of Understanding and a completed Pricing Certificate;
(14) the fee letter described in Sections 3.2, 3.3 3.3, 3.5 and 3.5; --- --- ---3.6;
(8) 15) such assurances as the Administrative Agent reasonably deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent the that such approval is required by applicable Gaming Laws;
(916) such assurances as the Administrative Agent reasonably deems appropriate that, except as set forth in Schedule 4.3, Licensee and Borrower have obtained all licenses, permits, and necessary approvals of all relevant Gaming Boards and Governmental Agencies necessary with respect to the Temporary Project, and that all of such licenses, permits and other approvals are in full force and effect;
(17) a Certificate signed by a Senior Officer of the Licensee on behalf of Borrower certifying that the conditions specified in Sections 8.1(b8.1(e), ------ 8.1(c), 8.1(i8.1(f) and 8.1(j8.1(g) have been satisfied; and ------ ------ ------;
(1018) a Certificate signed by a Senior Officer of the Licensee on behalf of Borrower attaching the Plans and Budget; and
(19) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Borrower shall have received, or shall concurrently receive, net cash proceeds of not less than $300,000,000 from the issuance and sale of its common stock.
(c) Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with or for the account of the trustee for the First Mortgage Notes for the purpose of defeasing the First Mortgage Notes.
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 shall have been paid. ---.
(gc) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. ---.
(hd) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid.
(ie) The representations and warranties of Borrower contained in Article 4 shall be true and correct. ---------.
(jf) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(kg) No Material Adverse Effect (as defined in the Company Loan Agreement) shall have occurred with respect to the Company, and no set of circumstances or events which is or could reasonably be expected to be material and adverse to the business, operations or prospects of Borrower shall have occurred with respect to the Borrower since December 31, 1998.
(h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, LLP, special counsel to the Administrative Agent.
Appears in 1 contract
Samples: Loan Agreement (MGM Mirage)
Initial Advances on the Closing Date. The obligation of ------------------------------------ each Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):counsel:
(1) at least one (1) executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks Administrative Agent, the Lenders and the Borrower;
(2) Notes a Note executed by the Borrower in favor of each BankLender, each in a principal amount equal to that BankLender's Pro Rata Share;
(3) the Irrevocable Security Agreement - Defeasance executed by Borrower and each other party thereto;
(4) such documentation with respect to the Borrower and its Significant Subsidiary, such documentation as the Administrative Agent may reasonably require to establish Borrower's the due incorporation or other organization, valid existence and good standingstanding of the Borrower and the Significant Subsidiaries, its their qualification to engage in business in each material jurisdiction in which it is they are engaged in business or required to be so qualified, its their authority to execute, deliver and perform any Loan Documents to which it is they are a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its their behalf, including (if applicable) certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(4) the Swing Line Documents;
(5) the Opinions Facilities Guaranty executed by each Significant Subsidiary of Christensen, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially in the form of Exhibit J-1 and J-2, together with ----------- --- an opinion as to matters of Illinois law from Xxxxxx & Whitney which is in form and substance acceptable to Borrower other than the Administrative AgentExcluded Subsidiaries;
(6) a Request for Loan in compliance with Article 2 --------- executed by Borrowerthe Bally Gaming Facilities Guaranty and the Plantation Facilities Guaranty;
(7) the Memorandum of Understanding and Collateral Documents executed by the fee letter described in Sections 3.2, 3.3 and 3.5; --- --- ---
(8) such assurances as the Administrative Agent deems appropriate parties thereto except that the relevant Gaming Boards have approved Facilities Pledge Agreement shall not include the transactions contemplated by the Loan Documents to the extent the such approval is required by applicable Gaming Laws;
(9) a Certificate signed by a Senior Officer stock of Borrower certifying that the conditions specified in Sections 8.1(b), ------ 8.1(c), 8.1(i) and 8.1(j) have been satisfied; and ------ ------ ------
(10) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Borrower shall have received, or shall concurrently receive, net cash proceeds of not less than $300,000,000 from the issuance and sale of its common stock.
(c) Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with or for the account of the trustee for the First Mortgage Notes for the purpose of defeasing the First Mortgage Notes.
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 shall have been paid. ---
(g) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. ---
(h) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid.
(i) The representations and warranties of Borrower contained in Article 4 shall be true and correct. ---------
(j) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(k) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, LLP, special counsel to the Administrative Agent.Bally Gaming,
Appears in 1 contract
Initial Advances on the Closing Date. The obligation of ------------------------------------ each Bank to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks Banks, Borrower, Atlantic City and BorrowerDetroit;
(2) Notes executed by Borrower Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata ShareShare of $800,000,000;
(3) the Irrevocable Security Agreement - Defeasance executed by Borrower and each other party thereto;
(4) such documentation with respect to Borrower Borrower, Atlantic City, Detroit and each Guarantor (including Mirage, New York and their respective Subsidiaries), such documentation as the Administrative Agent may require to establish Borrower's the due organization, valid existence and good standingstanding of Borrower, Atlantic City, Detroit, and each of the Guarantors, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(4) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of Borrower;
(5) the Opinions of Christensen, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially in the form of Exhibit J-1 and J-2, together with ----------- --- an opinion as to matters of Illinois law from Xxxxxx & Whitney which is in form and substance acceptable to the Administrative AgentOpinions;
(6) a Request for Loan in compliance with Article 2 --------- executed by Borrower2;
(7) the Memorandum of Understanding and the fee letter agreement described in Sections 3.2, 3.3 and 3.5; --- --- ---3.6;
(8) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent the that such approval is required by applicable Gaming Laws;
(9) a Certificate signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Sections 8.1(b), ------ 8.1(c), 8.1(iSection 8.1(d) and 8.1(j(e) have been satisfied; and ------ ------ ------and
(10) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Borrower shall have received, or shall concurrently receive, net cash proceeds of not less than $300,000,000 from the issuance and sale of its common stock.
(c) Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with or for the account of the trustee for the First Mortgage Notes for the purpose of defeasing the First Mortgage Notes.
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 Article 3 shall have been paid. ---.
(g) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. ---
(hc) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid.
(id) The representations and warranties of Borrower and the Co-Borrowers contained in Article 4 shall be true and correct. ---------.
(je) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(kf) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, Hampton LLP, special counsel to the Administrative Agent.
(g) The Closing Date shall have occurred by April 6, 2001.
(h) The proceeds of the initial Loans shall be used to refinance any outstanding loans under the Existing Loan Agreement.
(i) The Other Loan Agreement shall have been or shall be concurrently amended in the form of the proposed Third Amendment Agreement thereto heretofore distributed to the Lenders. Concurrently with the making of the initial Loan hereunder, the commitments of those lenders under the Existing Loan Agreement which are not parties to this Agreement shall be deemed terminated.
Appears in 1 contract
Samples: 364 Day Loan Agreement (MGM Mirage)
Initial Advances on the Closing Date. The obligation of each ------------------------------------ each Bank to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks Banks, Borrower, Atlantic City and BorrowerDetroit;
(2) Committed Advance Notes executed by Borrower Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata ShareShare of $2,000,000,000;
(3) the Irrevocable Security Agreement - Defeasance Competitive Advance Notes executed by Borrower Borrower, Atlantic City and Detroit in favor of each other party theretoBank, each in a principal amount of $1,000,000,000;
(4) such documentation with respect to Borrower Borrower, Atlantic City, Detroit and each Guarantor (including Mirage, New York and their respective Subsidiaries), such documentation as the Administrative Agent may require to establish Borrower's the due organization, valid existence and good standingstanding of Borrower, Atlantic City, Detroit, and each of the Guarantors, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of --------- articles of --------- incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(5) the Opinions of Christensen, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially in the form of Exhibit J-1 and J-2, together with ----------- --- an opinion as to matters of Illinois law from Xxxxxx & Whitney which is in form and substance acceptable to the Administrative AgentSwing Line Documents;
(6) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of MGM immediately prior to the consummation of the transactions contemplated by the Mirage Merger Agreement;
(7) a certificate of insurance issued by Borrower's insurance carrier or agent;
(8) the Opinions;
(9) a Request for Loan in compliance with Article 2 --------- executed by Borrower2;
(710) a completed Pricing Certificate
(11) the Memorandum of Understanding and the fee letter agreement described in Sections 3.23.3, 3.3 3.5 and 3.5; --- --- ---3.6;
(8) 12) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent the that such approval is required by applicable Gaming Laws;
(913) a Certificate signed by a Senior Officer and attaching thereto the Detroit Operating Agreement and the Mirage Merger Agreement;
(14) a Certificate signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Sections Section 8.1(b), ------ 8.1(c(c), 8.1(i(f) and 8.1(j(g) have been satisfied; and ------ ------ ------and
(1015) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Borrower The board of directors of Mirage (as heretofore constituted), shall have receivedapproved the election of new directors of Mirage nominated by Borrower and shall have approved the transactions contemplated by Mirage Merger Agreement (in a manner which results in such transactions not constituting a "Change in Control" under the Indentures governing the Mirage Senior Notes) and the acquisition of Mirage and its Merger with MGMGMR Acquisition, or Inc. contemplated by the Mirage Merger Agreement shall be in a position to substantially concurrently receiveclose in accordance with the Mirage Merger Agreement and all applicable Laws, net cash proceeds and Borrower and its Subsidiaries shall be in a position to concurrently repay all of not less than $300,000,000 from the issuance and sale of its common stockoutstanding obligations under the Mirage Loan Agreement.
(c) Mirage and its Subsidiaries shall be in a position to enter into joinders to the Guaranty immediately following the consummation of the Mirage Merger Agreement in accordance with Section 5.8 (acting through the replacement boards of directors and officers contemplated by the Mirage Merger Agreement);
(d) The trustees for the holders of the MGM Senior Notes shall have agreed to concurrently release all Liens in the assets of Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with securing the MGM Senior Notes (or for securing any guarantee thereof) under the account now existing terms of the trustee for related Indentures, without any amendment or consent from the First Mortgage Notes for holders thereof, and without any repayment of the purpose of defeasing the First Mortgage MGM Senior Notes.
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents , pursuant to arrangements acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasanceand its counsel.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 Article 3 shall have been paid. ---.
(g) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. ---
(hf) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid.
(ig) The representations and warranties of Borrower and the Co- Borrowers contained in Article 4 shall be true and correct. ---------.
(jh) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(ki) The Other Loan Agreements shall have been executed by all parties thereto, Borrower and the Co-Borrowers shall be in compliance with the terms thereof, and all conditions precedent to the making of loans thereunder shall be concurrently satisfied.
(j) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, Hampton LLP, special counsel to the Administrative Agent.
(k) The Closing Date shall have occurred by the last day upon which the acquisition of Mirage may occur under the Mirage Merger Agreement, but in any event by March 31, 2001.
(l) The credit facilities hereunder and the MGM Senior Notes shall have received a rating of BBB- (or higher) from S&P and Baa3 (or higher) from Xxxxx'x, in each case on an unsecured basis and such ratings shall be in effect on the Closing Date. It is acknowledged that effective upon the Closing Date, the lending commitments of the lenders under the Old Loan Agreement shall be amended and restated hereby and that the lending commitments of the lenders under the Mirage Loan Agreement shall be deemed concurrently terminated.
Appears in 1 contract
Samples: Loan Agreement (MGM Grand Inc)
Initial Advances on the Closing Date. The obligation of ------------------------------------ each Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):counsel:
(1) at least one (1) executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks Administrative Agent, the Lenders and Borrower;
(2) Notes a Revolving Note executed by Borrower in favor of each BankLender having a Pro Rata Share of the Revolving Commitment, each in a principal amount equal to that BankLender's Pro Rata ShareShare of the Revolving Commitment;
(3) the Irrevocable Security Agreement - Defeasance a Tax Exempt Note executed by Borrower and in favor of each other party theretoLender having a Pro Rata Share of the Tax Exempt Commitment, each in a principal amount equal to that Lender's Pro Rata Share of the Tax Exempt Commitment;
(4) such documentation the Swing Line Note executed by Borrower in favor of the Swing Line Lender;
(5) a Term Note executed by Borrower in favor of each Lender having a Pro Rata Share of the Term Commitment, each in a principal amount equal to that Lender's Term Commitment;
(6) with respect to Borrower and Station, such documentation as the Administrative Agent may reasonably require to establish Borrower's their due organization, valid existence and good standing, its their qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualifiedbusiness, its authority to execute, deliver and perform any Loan Documents or Material Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(57) the Opinions Security Agreement;
(8) Deposit Account Agreements with respect to each existing Operating Account;
(9) the Completion Guaranty;
(10) the Make-Well;
(11) the Subordination Agreement executed by Station;
(12) a certificate of Christensen, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially in insurance issued by Borrower's insurance carrier or agent with respect to the form of Exhibit J-1 and J-2, insurance required to be maintained pursuant to Section 5.3 together with ----------- --- an opinion as to matters a loss-payee/additional insured endorsement in favor of Illinois law from Xxxxxx & Whitney which is in form and substance acceptable to the Administrative Agent;
(613) the Opinions;
(14) a Request for Loan in compliance with Article 2 --------- executed by Borrower(or in the appropriate case, a Request for Letter of Credit in compliance with Article 2);
(715) the Memorandum of Understanding and the fee letter described in Sections 3.2, 3.3 and 3.5; --- --- ---;
(8) 16) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents and the Material Documents to the extent the that such approval is required by applicable Gaming Laws;
(917) a Certificate signed by a Senior Officer the Chairperson of the Tribal Council of Borrower certifying that the conditions specified in Sections 8.1(b)attached copy of each of the Material Documents is true, ------ 8.1(c), 8.1(i) correct and 8.1(j) have been satisfied; and ------ ------ ------complete;
(1018) a Certificate signed by the Chairperson of the Tribal Council of Borrower and a Senior Officer of Station certifying that the attached copies of the Management Agreement, Development Agreement and the promissory note evidencing the Existing Station Sub Debt are true, correct and complete and certifying that, as of the Closing Date, no Default or Event of Default has occurred and remains continuing thereunder;
(19) such evidence that the Administrative Agent may reasonably require to establish that Borrower has adopted building and safety codes as contemplated by the Compact;
(20) such evidence that the Administrative Agent may reasonably require to establish that the Tribal Gaming Agency has licensed Station, Station Management and Station Development under the Compact;
(21) such evidence that the Administrative Agent may reasonably require to establish that the Borrower's governmental gaming authority has licensed each of the Lenders under the Compact or shall have issued appropriate exemptions from any such licensing requirements;
(22) such environmental studies and reports relating to the Gaming Assets as Administrative Agent deems appropriate, each of which shall be in form and substance acceptable to the Administrative Agent;
(23) the NIGC shall have issued a finding of no significant impact under NEPA with respect to the Thunder Valley Casino or such other assurances as the Administrative Agent shall have requested;
(24) the Authorization; and
(25) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Borrower shall have received, or shall concurrently receive, net cash proceeds of not less than $300,000,000 from the issuance and sale of its common stock.
(c) Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with or for the account of the trustee for the First Mortgage Notes for the purpose of defeasing the First Mortgage Notes.
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 shall have been concurrently paid. ---.
(gc) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been concurrently paid. ---.
(hd) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.312.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been concurrently paid.
(ie) The representations and warranties of Borrower contained in Article 4 shall be true and correct. ---------.
(jf) Borrower and any other Parties Station shall be in compliance with all the terms and provisions of the Loan DocumentsDocuments to which each is respectively a party, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(kg) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, LLP, special counsel to the Administrative Agent.
(h) The Administrative Agent shall have received evidence satisfactory to it of the final approval of the Compact and the approval by the NIGC of the Management Agreement and (to the extent required by IGRA or other applicable laws) of the Development Agreement.
(i) Borrower shall have executed and delivered to Station a subordinated promissory note in form and substance acceptable to the Lenders evidencing the Existing Station Sub Debt, a true and correct copy of which shall have been delivered to the Administrative Agent.
(j) Station and all other required parties shall have entered into an amendment to the Station Loan Agreement pursuant to which all mandatory investments of Station in the Borrower contemplated by the Completion Guaranty and the Make-Well shall be permitted under the Station Loan Agreement, and the credit facilities thereunder shall be subjected to a reserve for the making of all such mandatory investments.
Appears in 1 contract
Samples: Loan Agreement (Station Casinos Inc)
Initial Advances on the Closing Date. The obligation of ------------------------------------ each Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):counsel:
(1) at least one (1) executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks Administrative Agent, the Lenders and Borrower;
(2) Notes a Note executed by Borrower in favor of each BankLender, each in a principal amount equal to that BankLender's Pro Rata Share;
(3) the Irrevocable Security Agreement - Defeasance executed by Borrower and each other party thereto;
(4) such documentation with respect to Borrower and each Guarantor, such documentation as the Administrative Agent may reasonably require to establish Borrower's the due organization, valid existence and good standingstanding of Borrower and the Guarantors, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including INCLUDING (if applicable) certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(4) the Swing Line Documents;
(5) the Opinions of Christensen, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially in the form of Exhibit J-1 and J-2, together with ----------- --- an opinion as to matters of Illinois law from Xxxxxx & Whitney which is in form and substance acceptable to the Administrative AgentGuaranty executed by each Guarantor;
(6) a certificate of insurance issued by Borrower's insurance carrier or agent with respect to the insurance required to be maintained pursuant to Section 5.4;
(7) the Opinions;
(8) a Request for Loan in compliance with Article 2 --------- executed by Borrower(or in the appropriate case, a Request for Letter of Credit in compliance with Article 2);
(79) the Memorandum of Understanding and the fee letter described in Sections 3.2, 3.3 and 3.5; --- --- ---;
(8) 10) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent the that such approval is required by applicable Gaming Laws;
(911) a Certificate signed by a Senior Officer of Borrower certifying that the attached copy of the Merger Agreement is true, correct and complete;
(12) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(b), ------ 8.1(c), 8.1(i8.1(e) and 8.1(j8.1(f) have been satisfied; satisfied and ------ ------ ------setting forth the Leverage Ratio as of March 31, 1999 (on a pro forma basis giving effect to the Merger);
(1013) the Solvency Certificate; and
(14) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Borrower shall have received, or shall concurrently receive, net cash proceeds of not less than $300,000,000 from the issuance and sale of its common stock.
(c) Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with or for the account of the trustee for the First Mortgage Notes for the purpose of defeasing the First Mortgage Notes.
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 shall have been paid. ---.
(gc) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. ---.
(hd) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid.
(ie) The representations and warranties of Borrower contained in Article 4 shall be true and correct. ---------.
(jf) Borrower and any all other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(kg) The Merger shall have occurred, or shall substantially concurrently occur, pursuant to the Merger Agreement and in compliance with all applicable Laws, and all required approvals therefor, including any required Xxxx-Xxxxx-Xxxxxx Act approvals shall have been obtained.
(h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & XxxxxxxHampton, LLP, special counsel to the Administrative Agent.
Appears in 1 contract
Samples: Loan Agreement (Anchor Gaming)
Initial Advances on the Closing Date. The obligation of each ------------------------------------ each Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the followingfol- lowing, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks Lenders and Borrower;
(2) Notes executed by Borrower in favor of each BankLender, each in a principal amount equal to that BankLender's Pro Rata ShareShare of $230,000,000;
(3) the Irrevocable Security Agreement - Defeasance executed by Borrower and each other party thereto;
(4) such documentation with respect to Borrower Borrower, the Licensee and the Company, such documentation as the Administrative Agent may require to establish Borrower's the due organization, valid existence and good standingstanding of Borrower, its the Licensee and the Company, their qualification to engage in business in each material jurisdiction juris diction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if --------- applicable) certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(4) a Certificate of a Senior Officer of the Licensee on behalf of Borrower attaching true, correct and complete copies of each of the Material Documents.
(5) the Opinions of Christensen, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially in the form of Exhibit J-1 and J-2Mortgage executed by Borrower, together with ----------- --- appropriate commitments from First American Title Insurance Company for the issuance of an opinion ALTA title insurance policy in the amount of the Commitment insuring the Mortgage as a first priority Lien on the Temporary Project, subject only to Permitted Encumbrances, Permitted Rights of Others and other matters acceptable to the Administrative Agent, and with such endorsements to coverage and reinsurance as the Administrative Agent may reasonably require;
(6) the Landlord Consent executed by the Landlord;
(7) the Security Agreement executed by Borrower;
(8) such financing statements on Form UCC-1 executed by Borrower with respect to the Security Agreement as the Administrative Agent may request;
(9) the Guaranty executed by the Company;
(10) a certificate of Illinois law from Xxxxxx & Whitney which is in insurance issued by Borrower's insurance carrier or agent with respect to the insurance required to be maintained pursuant to the Mortgage, together with lenders' loss payable endorsements thereof on Form 438BFU or other form and substance acceptable to the Administrative Agent;
(611) the Opinions;
(12) a Request for Loan in compliance with Article 2 --------- executed by Borrower2;
(713) the Memorandum of Understanding and a completed Pricing Certificate;
(14) the fee letter described in Sections 3.2, 3.3 3.3, 3.5 and 3.5; --- --- ---3.6;
(8) 15) such assurances as the Administrative Agent reasonably deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent the that such approval is required by applicable Gaming Laws;
(916) such assurances as the Administrative Agent reasonably deems appropriate that, except as set forth in Schedule 4.3, Licensee and Borrower have obtained all licenses, permits, and necessary approvals of all relevant Gaming Boards and Governmental Agencies necessary with respect to the Temporary Project, and that all of such licenses, permits and other approvals are in full force and effect;
(17) a Certificate signed by a Senior Officer of the Licensee on behalf of Borrower certifying that the conditions specified in Sections 8.1(b8.1(e), ------ 8.1(c), 8.1(i8.1(f) and 8.1(j8.1(g) have been satisfied; and ------ ------ ------;
(1018) a Certificate signed by a Senior Officer of the Licensee on behalf of Borrower attaching the Plans and Budget; and
(19) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Borrower shall have received, or shall concurrently receive, net cash proceeds of not less than $300,000,000 from the issuance and sale of its common stock.
(c) Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with or for the account of the trustee for the First Mortgage Notes for the purpose of defeasing the First Mortgage Notes.
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 shall have been paid. ---.
(gc) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. ---.
(hd) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid.
(ie) The representations and warranties of Borrower contained in Article 4 shall be true and correct. ---------.
(jf) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(kg) No Material Adverse Effect (as defined in the Company Loan Agreement) shall have occurred with respect to the Company, and no set of circum stances or events which is or could reasonably be expected to be material and adverse to the business, operations or prospects of Borrower shall have occurred with respect to the Borrower since December 31, 1998.
(h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, LLP, special counsel to the Administrative Agent.
Appears in 1 contract
Samples: Loan Agreement (MGM Grand Inc)
Initial Advances on the Closing Date. The obligation of each ------------------------------------ each Bank to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks Banks, Borrower, Atlantic City and BorrowerDetroit;
(2) Notes executed by Borrower Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata ShareShare of $1,000,000,000;
(3) the Irrevocable Security Agreement - Defeasance executed by Borrower and each other party thereto[Reserved];
(4) such documentation with respect to Borrower Borrower, Atlantic City, Detroit and each Guarantor (including Mirage, New York and their respective Subsidiaries), such documentation as the Administrative Agent may require to establish Borrower's the due organization, valid existence and good standingstanding of Borrower, Atlantic City, Detroit, and each of the Guarantors, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of --------- articles of --------- incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(5) the Opinions of Christensen, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially in the form of Exhibit J-1 and J-2, together with ----------- --- an opinion as to matters of Illinois law from Xxxxxx & Whitney which is in form and substance acceptable to the Administrative Agent[Reserved];
(6) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of MGM immediately prior to the consummation of the transactions contemplated by the Mirage Merger Agreement;
(7) a certificate of insurance issued by Borrower's insurance carrier or agent;
(8) the Opinions;
(9) a Request for Loan in compliance with Article 2 --------- executed by Borrower2;
(710) a completed Pricing Certificate;
(11) the Memorandum of Understanding and the fee letter agreement described in Sections 3.2, 3.3 and 3.5; --- --- ---3.6;
(8) 12) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent the that such approval is required by applicable Gaming Laws;
(913) a Certificate signed by a Senior Officer and attaching thereto the Detroit Operating Agreement and the Mirage Merger Agreement;
(14) a Certificate signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Sections Section 8.1(b), ------ 8.1(c(c), 8.1(i(f) and 8.1(j(g) have been satisfied; and ------ ------ ------and
(1015) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Borrower The board of directors of Mirage (as heretofore constituted), shall have receivedapproved the election of new directors of Mirage nominated by Borrower and shall have approved the transactions contemplated by Mirage Merger Agreement (in a manner which results in such transactions not constituting a "Change in Control" under the Indentures governing the Mirage Senior Notes) and the acquisition of Mirage and its Merger with MGMGMR Acquisition, or Inc. contemplated by the Mirage Merger Agreement shall be in a position to substantially concurrently receiveclose in accordance with the Mirage Merger Agreement and all applicable Laws, net cash proceeds and Borrower and its Subsidiaries shall be in a position to concurrently repay all of not less than $300,000,000 from the issuance and sale of its common stockoutstanding obligations under the Mirage Loan Agreement.
(c) Mirage and its Subsidiaries shall be in a position to enter into joinders to the Guaranty immediately following the consummation of the Mirage Merger Agreement in accordance with Section 5.8 (acting through the replacement boards of directors and officers contemplated by the Mirage Merger Agreement)
(d) The trustees for the holders of the MGM Senior Notes shall have agreed to concurrently release all Liens in the assets of Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with securing the MGM Senior Notes (or for securing any guarantee thereof) under the account now existing terms of the trustee for related Indentures, without any amendment or consent from the First Mortgage Notes for holders thereof, and without any repayment of the purpose of defeasing the First Mortgage MGM Senior Notes.
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents , pursuant to arrangements acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasanceand its counsel.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 Article 3 shall have been paid. ---.
(g) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. ---
(hf) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid.
(ig) The representations and warranties of Borrower and the Co- Borrowers contained in Article 4 shall be true and correct. ---------.
(jh) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(ki) The Other Loan Agreements shall have been executed by all parties thereto, Borrower and the Co-Borrowers shall be in compliance with the terms thereof, and all conditions precedent to the making of loans thereunder shall be concurrently satisfied.
(j) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, Hampton LLP, special counsel to the Administrative Agent.
(k) The Closing Date shall have occurred by the last day upon which the acquisition of Mirage may occur under the Mirage Merger Agreement, but in any event by March 31, 2001.
(l) The credit facilities hereunder and the MGM Senior Notes shall have received a rating of BBB- (or higher) from S&P and Baa3 (or higher) from Xxxxx'x, in each case on an unsecured basis and such ratings shall be in effect on the Closing Date.
Appears in 1 contract
Samples: Term Loan Agreement (MGM Grand Inc)
Initial Advances on the Closing Date. The obligation of ------------------------------------ each Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1i) executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks Lenders and Borrower;
(2ii) Notes executed by Borrower in favor of each BankLender, each in a principal amount equal to that Bank's Lender’s applicable Pro Rata Share;
(3iii) the Irrevocable Swing Line Documents executed by Borrower in favor of the Swing Line Lender;
(iv) the Deed of Trust, executed and acknowledged by Borrower;
(v) the Security Agreement - Defeasance executed by Borrower;
(vi) such financing statements on Form UCC-1 with respect to the Security Agreement as the Administrative Agent may request;
(vii) the Trademark Assignment, executed by Borrower and each other party the consent and agreement from Xxxxx X. Xxxxxx attached thereto;
(4viii) a Certificate, signed by a Senior Officer of Borrower certifying that attached thereto are true, correct and complete copies of the Trademark Sublicense Agreement, dated May 30, 2003 between Xxxxx X. Xxxxxx and Borrower, as amended (which shall be in form and substance acceptable to the Lenders);
(ix) the Subordination Agreement (regarding Supervisory Fees) executed by Xxxxx X. Xxxxxx;
(x) the Intercreditor Agreement;
(xi) the Deposit Account Control Agreement executed by the Borrower;
(xii) the Copyright Assignment, executed by Borrower;
(xiii) a certified execution copy of the Indenture;
(xiv) such documentation with respect to Borrower as the Administrative Agent may require to establish Borrower's its due organization, valid existence and good standing, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any the Loan Documents to which it is a PartyDocuments, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, and incumbency certificates, Certificates of Responsible Officials, and the like;
(5xv) an environmental site assessment of the Opinions of ChristensenProject Site, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially as more specifically described in the Proposal to Conduct Phase I Environmental Site Assessment prepared by MFG, Inc., dated May 14, 2003;
(xvi) a written appraisal by a qualified independent appraiser acceptable to the Administrative Agent and complying in all respects with FIRREA of the Project Site that reflects the fair market value of the Project Site and the existing Hard Rock Hotel improvements as of the Closing Date of not less than $100,000,000;
(xvii) a certificate of insurance issued by Borrower’s insurance carrier or agent with respect to the insurance required to be maintained pursuant to the Deed of Trust, including without limitation flood insurance and a policy or policies of xxxxxx’x “all risk” insurance in non-reporting form and in an amount not less than the then current value of Exhibit J-1 the improvements located on the Real Property, to be increased on the Completion Date to the full insurable completed value of Hard Rock Hotel and J-2the Proposed Expansion on a replacement cost basis, together with ----------- --- an opinion as to matters of Illinois law from Xxxxxx & Whitney which is in lenders’ loss payable endorsements thereof on Form 438BFU or other form and substance acceptable to the Administrative Agent;
(6xviii) a Request for Loan assurances acceptable to the Administrative Agent that the Title Company is prepared to issue its ALTA lenders policy, insuring that Borrower is the owner of the Project Site in compliance fee simple absolute and insuring the Lien of the Deed of Trust in an amount not less than the amount of the Commitment, subject only to the exceptions to title described on Schedule 8.1(a)(xvii) and with Article 2 --------- executed endorsements to coverage as are reasonably acceptable to the Administrative Agent or as are reasonably requested by Borrower;
the Requisite Lenders (7including any endorsements providing coverage as to exceptions to title described on Schedule 8.1(a)(xvii) as may be reasonably requested by the Memorandum of Understanding and the fee letter described in Sections 3.2Administrative Agent with respect thereto), 3.3 and 3.5; --- --- ---
(8) with such assurances as the Administrative Agent deems appropriate may reasonably require from title re-insurers acceptable to the Administrative Agent;
(xix) the Opinions of Counsel;
(xx) evidence satisfactory to the Requisite Lenders of such zoning (including variances and use permits) and other land use entitlements as may be necessary to permit the use of the Project Site and the Proposed Expansion as a hotel, casino and resort property;
(xxi) a legal opinion satisfactory to the Administrative Agent confirming that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent the that such approval is required by applicable Gaming Laws;
(9xxii) a Certificate of a Responsible Official signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(b), ------ 8.1(c), 8.1(i8.1(e) and 8.1(j8.1(f) have been satisfied; and ------ ------ ------;
(10xxiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Borrower shall have receivedconcurrently terminated the Existing Loan Agreement pursuant to agreements acceptable to the Administrative Agent, or and shall concurrently receivehave made arrangements satisfactory to the Administrative Agent for the termination of the deed of trust, net cash proceeds of not less than $300,000,000 from financing statements and other security held by the issuance and sale of its common stocklenders under the Existing Loan Agreement.
(c) Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with or for Evidence that the account security interests of the trustee for Administrative Agent in the First Mortgage Notes for personal property of Borrower are of first priority, except as otherwise contemplated by the purpose of defeasing the First Mortgage NotesLoan Documents.
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 shall have been paid. ---
(g) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. ---
(h) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid.
(ie) The representations and warranties of Borrower contained in Article 4 shall be true and correct. ---------
(j) Borrower and any other Parties shall be correct in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuingmaterial respects.
(k) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, LLP, special counsel to the Administrative Agent.
Appears in 1 contract
Initial Advances on the Closing Date. Concurrently herewith, Borrower shall deliver to the Administrative Agent this Agreement with each of the Schedules referred to in the table of contents hereto (other than the Disclosure Schedule). The obligation of ------------------------------------ each Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, following unless the Administrative Agent otherwise agrees or directs):
(1i) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory An updated Disclosure Schedule pursuant to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks and BorrowerSection 4.20;
(2ii) Committed Revolving Notes executed by Borrower, Detroit and each other Co-Borrower which has then been designated pursuant to Section 2.7, if any, in favor of each BankRevolving Lender, each in a principal amount equal to that BankRevolving Lender's Pro Rata ShareShare of the Revolving Commitment;
(3iii) the Irrevocable Security Agreement - Defeasance Term Notes executed by Borrower and Detroit and each other party theretoCo-Borrower which has then been designated pursuant to Section 2.7, if any, in favor of each Term Lender, each in a principal amount equal to that Term Lender's Pro Rata Share of the Term Commitment;
(4iv) such documentation Competitive Revolving Notes executed by Borrower and Detroit and each other Co-Borrower which has then been designated pursuant to Section 2.7, if any, in favor of each Lender having a Pro Rata Share of the Revolving Commitment in a principal amount equal to $2,750,000,000;
(v) with respect to Borrower Borrower, Detroit, and each of their Restricted Subsidiaries, and with respect to Mandalay and each of its Subsidiaries which will become Restricted Subsidiaries upon the consummation of the Mandalay Acquisition, such documentation as the Administrative Agent may reasonably require to establish Borrower's their respective due organization, valid existence and good standing, its their qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority including (if applicable) certified copies of their respective organizational papers and amendments thereto, bylaws, certificates of good standing and/or qualification to executeengage in business, deliver tax clearance certificates;
(vi) the Assistant Secretary of Borrower, Detroit and perform any their respective Restricted Subsidiaries shall have delivered to the Administrative Agent a certificate attaching copies of the resolutions adopted by Borrower, Detroit and their respective Restricted Subsidiaries authorizing the execution and delivery of this Agreement, the other Loan Documents and the other transactions contemplated hereby;
(vii) the Assistant Secretary of Borrower, Detroit and their respective Restricted Subsidiaries shall have delivered to which it is a Party, the Administrative Agent an incumbency certificate setting forth the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(5viii) the Opinions Guaranty executed by each of Christensen, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially in the form Restricted Subsidiaries of Exhibit J-1 and J-2, together with ----------- --- an opinion as to matters of Illinois law from Xxxxxx & Whitney which is in form and substance acceptable to the Administrative AgentBorrower;
(6ix) a certificate of insurance issued by Borrower's insurance carrier or agent demonstrating that Borrower and its Restricted Subsidiaries maintain the insurance coverages required by Section 5.3;
(x) the Opinions;
(xi) a Request for Loan and a Letter of Credit Application in compliance with Article 2 --------- executed by Borrower2;
(7xii) a completed Pricing Certificate;
(xiii) the Memorandum of Understanding and the fee letter agreement described in Sections 3.2, 3.3 3.5 and 3.5; --- --- ---3.6;
(8) xiv) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent the that such approval is required by applicable Gaming Laws;
(9xv) a Certificate signed by a Senior Officer of Borrower and Detroit certifying that the conditions specified in Sections Section 8.1(b), ------ 8.1(c), 8.1(i(f) and 8.1(j(g) have been satisfied; and ------ ------ ------;
(10xvi) a Certificate signed by a Senior Officer of Borrower calculating the Total Leverage Ratio on a combined pro forma basis, after giving pro forma effect to the Mandalay Acquisition as of the most recently ended calendar month for which relevant financial statements are available to the Borrower (but in any event as of a date which is not more than 60 days prior to the Closing Date), and giving effect to the incurrence of all Indebtedness contemplated to be incurred on the Closing Date by Borrower and its Restricted Subsidiaries; and
(xvii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Unless a Collateral Release has then occurred, Borrower and its Restricted Subsidiaries in existence as of the date hereof shall have receivedexecuted and delivered to the Collateral Agent such amendments to the Collateral Documents as shall reasonably be required to assure that the Obligations are entitled to the equal, or shall concurrently receive, net cash proceeds ratable and pari passu benefits of not less than $300,000,000 from the issuance and sale of its common stock.presently existing Collateral Documents;
(c) Borrower and its Subsidiaries The Mandalay Acquisition shall be in a position to be consummated substantially concurrently deposit approximately $523,000,000 with the making of Cash Equivalents the initial Loans under this Agreement, and each of the following shall be in a position to occur substantially concurrently with (or immediately following) the Mandalay Acquisition:
(i) The merger of Mandalay and MGM MIRAGE Xxxxxxxxxxx Xx. #00;
(ii) Each of the Mandalay Companies which is a Restricted Subsidiary shall adopt resolutions in the form heretofore presented to the Administrative Agent in draft authorizing the execution and delivery by the Mandalay Companies of joinders to the Guaranty;
(iii) Borrower shall have requested Loans sufficient for the account repayment of the trustee for aggregate outstanding principal amount of the First Mortgage Notes for Loans under the purpose Mandalay Loan Agreement;
(iv) Mandalay shall have executed a letter in favor of defeasing the First Mortgage Noteslenders under the Mandalay Loan Agreement terminating the lending commitments thereunder;
(v) Mandalay shall concurrently repay its obligations under the Mandalay Loan Agreement (other than the Mandalay Letters of Credit); and
(vi) Each of the Lenders under the Mandalay Loan Agreement shall be deemed released from their respective participations in the Mandalay Letters of Credit (subject to assumption by the Revolving Lenders of risk participations thereunder in accordance with Section 2.4).
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 Article 3 shall have been paid. ---.
(g) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. ---
(he) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid.
(if) The representations and warranties of Borrower and the Co-Borrowers contained in Article 4 shall be true and correct. ---------.
(jg) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(kh) The Closing Date shall have occurred on or prior to June 30, 2005, provided that this date may be extended by the Borrower in its discretion for not more than ninety days.
(i) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, Xxxxxxx LLP, special counsel to the Administrative Agent. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 8.1, unless the Administrative Agent shall have received notice from the Requisite Lenders prior to the proposed Closing Date specifying their objection to the manner in which any condition precedent is proposed to be satisfied, each Lender 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 under this Section 8.1. It is acknowledged that effective upon the Closing Date, the lending commitments of the lenders under the Existing Loan Agreement shall be terminated and that the Existing Loan Agreement shall be amended and restated in its entirety hereby.
Appears in 1 contract
Samples: Loan Agreement (MGM Mirage)
Initial Advances on the Closing Date. The obligation of ------------------------------------ each Bank to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks Banks, Borrower, Atlantic City and BorrowerDetroit;
(2) Notes executed by Borrower Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata ShareShare of $600,000,000;
(3) the Irrevocable Security Agreement - Defeasance executed by Borrower and each other party thereto;
(4) such documentation with respect to Borrower Borrower, Atlantic City, Detroit and each Guarantor (including Mirage, New York and their respective Subsidiaries), such documentation as the Administrative Agent may require to establish Borrower's the due organization, valid existence and good standingstanding of Borrower, Atlantic City, Detroit, and each of the Guarantors, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of --------- articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(4) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of Borrower;
(5) such documentation as required by the Opinions of ChristensenIntercreditor Agreement in order to designate the obligations evidenced by this Agreement as additional Qualified Obligations thereunder, White, Miller, Fink, Xxxxxx, Xxxxxx and Xxxxxxx, LLP, and Xxxxxx Xxxxxx & Xxxxxxx, substantially including executed amendments to any Collateral Documents (as such term is defined in the form of Exhibit J-1 and J-2, together with ----------- --- an opinion as Intercreditor Agreement) in order to matters of Illinois law from Xxxxxx & Whitney which is in form and substance acceptable to include the Administrative Agentobligations evidenced by this Agreement among the obligations secured by such Collateral Documents;
(6) the Opinions;
(7) a Request for Loan in compliance with Article 2 --------- executed by Borrower2;
(7) 8) the Memorandum of Understanding and the fee letter agreement described in Sections 3.2, 3.3 and 3.5; --- --- ---;
(8) 9) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent the that such approval is required by applicable Gaming Laws;
(910) a Certificate signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Sections 8.1(b), ------ 8.1(c), 8.1(iSection 8.1(d) and 8.1(j(e) have been satisfied; and ------ ------ ------and
(1011) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) Borrower shall have received, or shall concurrently receive, net cash proceeds of not less than $300,000,000 from the issuance and sale of its common stock.
(c) Borrower and its Subsidiaries shall substantially concurrently deposit approximately $523,000,000 of Cash Equivalents with or for the account of the trustee for the First Mortgage Notes for the purpose of defeasing the First Mortgage Notes.
(d) Borrower shall have granted or shall concurrently grant a first lien in not less than $157,500,000 of United States Treasury obligations or similar Cash Equivalents acceptable to the Administrative Agent pursuant to the Irrevocable Security Agreement - Defeasance.
(e) The underwriting fee payable on the Closing Date pursuant to Section 3.2 shall have been paid. ---
(f) The upfront fees payable on the Closing Date pursuant to Section 3.3 Article 3 shall have been paid. ---.
(g) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid. ---
(hc) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower ---- prior to the Closing Date, shall have been paid.
(id) The representations and warranties of Borrower and the Co-Borrowers contained in Article 4 shall be true and correct. ---------.
(je) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(kf) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, Hampton LLP, special counsel to the Administrative Agent.
(g) The Closing Date shall have occurred by April 5, 2002.
(h) The proceeds of the initial Loans shall be used to refinance any outstanding loans under the Existing Loan Agreement. Concurrently with the making of the initial Loan hereunder, the commitments of those lenders under the Existing Loan Agreement which are not parties to this Agreement shall be deemed terminated.
Appears in 1 contract
Samples: 364 Day Loan Agreement (MGM Mirage)
