Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that: (i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and (ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx, Xxxxx X0X Xxxxxxx, XX 00000 Attention: Xxxx Xxxxx Email: xxxx.xxxxx@xxxxxxxx.xxx Pursuant to the Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
Appears in 1 contract
Interest rate option. Type¨ a. Base Rate Loan(s) ¨ b. Eurodollar Rate Loans with an initial Interest Period of ____________ month(s) ¨ c. Other rate agreed to between applicable Swing Line Lender and Company: Tenor: Please wire transfer the ______________ The proceeds of the Borrowing such Loans are to be deposited in accordance with the funds flow memorandum delivered under separate coverCompany’s account at Administrative Agent or in such other account as may be designated by Company from time to time. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies and Company certify that:
(i) All The representations and warranties made by the Borrower contained in the Revolving Credit Agreement (other than subsection 5.4) and the other Loan Documents are true true, correct and correct complete in all material respects with on and as of the date hereof to the same effect extent as though such representations and warranties had been made on and as of the date hereof (hereof, except where to the extent such representations and warranties expressly specifically relate to an earlier date, in which case such representations and warranties are true were true, correct and correct complete in all material respects on and as of such earlier date); provided that provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the representations made in Sections 7.4 and 7.15 materiality qualifier set forth above shall be made only on the Closing Datedisregarded for purposes of this condition; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing borrowing contemplated hereby that would constitute a an Event of Default or an a Potential Event of Default. DatedDATED: ___________________ STANCORP FINANCIAL GROUP, INC. By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase BankPursuant to that certain Credit Agreement dated as of June 15, N.A.2006, as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxxamended, Xxxxx X0X Xxxxxxxrestated, XX 00000 Attention: Xxxx Xxxxx Email: xxxx.xxxxx@xxxxxxxx.xxx Pursuant supplemented or otherwise modified to the Revolving date hereof (said Credit Agreement, dated as of October 23, 2017 (as the same may be so amended, restated, supplemented or otherwise modified, supplemented, restated or replaced from time to time, being the “Revolving Credit Agreement”; , the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among ITC Midwest LLCSTANCORP FINANCIAL GROUP, a Michigan limited liability company INC. (the “BorrowerCompany”), the various financial institutions listed therein as Lenders, and other persons from time to time referred to XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Lenders” in the Revolving Credit Agreement (the “LendersAdministrative Agent”), JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the BorrowerCompany’s request to convert or continue Revolving Credit Loans as follows:
1. Date of conversion/continuation: __________________, _______
2. Amount of Loans being converted/continued: $___________________
3. Nature of conversion/continuation: ¨ a. Conversion of Base Rate Loans to Eurodollar Rate Loans ¨ b. Conversion of Eurodollar Rate Loans to Base Rate Loans ¨ c. Continuation of Eurodollar Rate Loans as such
4. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/ continuation date: _______________ month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, and Company certifies that no Event of Default or Potential Event of Default has occurred and is continuing under the Credit Agreement. DATED: ___________________ STANCORP FINANCIAL GROUP, INC. By: Title: Pursuant to that certain Credit Agreement dated as of June 15, 2006 as amended, restated, supplemented or otherwise modified to the date hereof (said Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among STANCORP FINANCIAL GROUP, INC. (“Company”), the financial institutions listed therein as Lenders, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”), this represents Company’s request for the issuance of a Letter of Credit by Administrative Agent as follows:
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement and in the other Credit Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Bank, N.A.Canadian Imperial Bank of Commerce, as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx, Xxxxx X0X Xxxxxxx000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxx EmailXxxxxx Facsimile No.: xxxx.xxxxx@xxxxxxxx.xxx (000) 000-0000 Pursuant to the Revolving Credit Agreement, dated as of October 23July 16, 2017 2003 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLCInternational Transmission Company, a Michigan limited liability company corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A.Canadian Imperial Bank of Commerce, as the Administrative AgentAgent and Credit Suisse First Boston, Cayman Islands Branch as Documentation Agent and Arranger, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: ,
2. Amount of Revolving Credit Loans being continued or converted:
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the o a. Base Rate Loan(s) o b. LIBOR Rate Loan with an initial Interest Period of [one] [two] [three] [six] month(s) The proceeds of such Loans are to be deposited in the Borrowing in accordance with undersigned’s account at the funds flow memorandum delivered under separate coverFunding and Payment Office. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer on behalf of the Borrower undersigned, hereby certifies that:
(i) All the representations and warranties contained in the Credit Agreement (excluding, except on the Effective Date, the representations and warranties made by in Section 4.5 (No Material Adverse Change) and the Borrower contained in the Revolving Credit Agreement first sentence of Section 4.7 (No Litigation)) are true true, correct and correct complete in all material respects with on and as of the date hereof to the same effect extent as though such representations and warranties had been made on and as of the date hereof (hereof, except where to the extent such representations and warranties expressly specifically relate to an earlier date, in which case such representations and warranties are true were, correct and correct complete in all material respects on and as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and;
(ii) No event no Event of Default or Potential Event of Default has occurred and is continuing or would result from the consummation of the Borrowing borrowing contemplated hereby that would constitute a Default or an Event hereby; and
(iii) after giving effect to the borrowing contemplated hereby, the Total Utilization of DefaultCommitments shall not exceed the Commitments then in effect and the aggregate Dollar Amount of Alternate Currency Loans shall not exceed the Alternative Currency Sublimit. DatedDATED: By: ITC Holdings Corp.[HOSPIRA, its sole member INC.] [SUBSIDIARY BORROWER] By: Name: Title: TO: JPMorgan Chase BankReference is made to the Credit Agreement and Guaranty, dated as of October , 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms used but not defined herein being used as therein defined) and entered into by and among Hospira, Inc., the Subsidiary Borrowers from time to time party thereto, the banks and financial institutions named therein, Citigroup Global Markets, Inc., RBS Securities Inc. and Xxxxxx Xxxxxxx Senior Funding, Inc. (“MSSF”) as joint lead bookrunners and joint lead arrangers, The Royal Bank of Scotland plc and MSSF, as joint syndication agents, Bank of Tokyo-Mitsubishi UFJ, Ltd. and U.S. Bank National Association, as documentation agents, and Citibank, N.A., as Administrative Agent under administrative agent for the lenders. Pursuant to Section 2.5F of the Credit Agreement, the undersigned desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of [mm/dd/yy]: $[ , , ] LIBOR Rate Loans to be continued with Interest Period of month(s) $[ , , ] Base Rate Loans to be converted to LIBOR Rate Loans with Interest Period of month(s) $[ , , ] LIBOR Rate Loans to be converted to Base Rate Loans The undersigned hereby certifies that as of the date hereof, no Event of Default or Potential Event of Default has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby. DATED: [HOSPIRA, INC.] [SUBSIDIARY BORROWER] By: Name: Title: [Effective Date] FOR VALUE RECEIVED, Hospira, Inc. a Delaware corporation (together with its permitted successors and assigns, the “Borrower”), promises to pay to [NAME OF LENDER] (the “Payee”) or its registered assigns, on the dates set forth in the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx), Xxxxx X0X Xxxxxxx, XX 00000 Attention: Xxxx Xxxxx Email: xxxx.xxxxx@xxxxxxxx.xxx Pursuant the unpaid principal amount of all advances made by the Payee to the Revolving Borrower as Loans under the Credit Agreement. The Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of the Credit Agreement and Guaranty, dated as of October 23, 2017 2011 (as the same may be amended, modified, supplemented, restated supplemented or replaced otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and used but not otherwise defined herein being used herein as therein defined), ) and entered into by and among ITC Midwest LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons Subsidiary Borrowers from time to time referred to party thereto, the banks and financial institutions named therein, Citigroup Global Markets, Inc., RBS Securities Inc. and Xxxxxx Xxxxxxx Senior Funding, Inc. (“MSSF”) as “Lenders” in the Revolving Credit Agreement (the “Lenders”)joint lead bookrunners and joint lead arrangers, JPMorgan Chase BankThe Royal Bank of Scotland plc and MSSF, as joint syndication agents, Bank of Tokyo-Mitsubishi UFJ, Ltd. and U.S. Bank National Association, as documentation agents, and Citibank, N.A., as administrative agent for the Administrative Agent, this represents lenders. This Note is one of the Borrower’s request “Notes” issued pursuant to continue Revolving and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid. All payments of principal and interest in respect of this Note shall be made in the applicable currency in same day funds at the Funding and Payment Office or at such other place as follows:shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of this Note shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 9.1 of the Credit Agreement, the Borrower, each Agent and the Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the Loans evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the Borrower hereunder with respect to payments of principal of or interest on this Note. This Note is subject to mandatory prepayment and to prepayment at the option of the Borrower as provided in the Credit Agreement. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement. No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of the Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed. The Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. The Borrower hereby consents to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waives, to the full extent permitted by law, diligence, presentment, protest, demand and notice of every kind and the right to plead any statute of limitations as a defense to any demand hereunder.
Appears in 1 contract
Samples: Credit Agreement (Hospira Inc)
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Wxxxx Fargo Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx1000 Xxxx X.X. Xxxxxx Blvd. Charlotte, Xxxxx X0X Xxxxxxx, XX 00000 NC 28262 Mail Code: D1109-019 Attention: Xxxx Xxxxx Syndication Agency Services Telephone No.: (000) 000-0000 Telecopy No.: (000) 000-0000 Email: xxxx.xxxxx@xxxxxxxx.xxx axxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Pursuant to the Revolving Credit Agreement, dated as of October 23, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Holdings Corp., a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), Wxxxx Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) Dated: ___________________ ITC HOLDINGS CORP. By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLCHoldings Corp., a Michigan limited liability company corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”)Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, this represents the undersigned, an Authorized Officer of the Borrower’s request , hereby certify to continue the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Loans Agreement, that:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as follows:of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached hereto as Schedule C is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower at a meeting of such Board of Directors held on [_________], approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;
5. the persons whose names appear on Schedule D attached hereto are duly elected, qualified and acting officers of the Borrower occupying the offices set forth opposite their respective names on Schedule D, and the signature set forth opposite their respective names are their true and genuine signatures, and each of such officers is duly authorized to execute and deliver the Revolving Credit Agreement on behalf of the Borrower and each of the related documents to which it is a party and any other agreement, instrument or document to be delivered by the Borrower pursuant to the Revolving Credit Agreement; and
6. the law firms of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP and Dxxxxx Gxxxxxx PLLC are entitled to rely on this Closing Date Certificate in connection with their legal opinions to be delivered as of the date hereof in connection with the Revolving Credit Agreement.
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the o a. Base Rate Loan(s)
o b. Eurodollar Rate Loans with an initial Interest Period of month(s) The proceeds of the Borrowing such Loans are to be deposited in accordance with the funds flow memorandum delivered under separate coverCompany’s account at Administrative Agent or in such other account as may be designated by Company from time to time. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies and Company certify that:
(i) All The representations and warranties made by the Borrower contained in the Revolving Credit Agreement (other than subsection 5.4) and the other Loan Documents are true true, correct and correct complete in all material respects with on and as of the date hereof to the same effect extent as though such representations and warranties had been made on and as of the date hereof (hereof, except where to the extent such representations and warranties expressly specifically relate to an earlier date, in which case such representations and warranties are true were true, correct and correct complete in all material respects on and as of such earlier date); provided that provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the representations made in Sections 7.4 and 7.15 materiality qualifier set forth above shall be made only on the Closing Datedisregarded for purposes of this condition; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing borrowing contemplated hereby that would constitute a an Event of Default or an a Potential Event of Default. DatedDATED: AMERIPRISE FINANCIAL, INC. By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase BankPursuant to that certain Credit Agreement dated as of September 30, N.A.2005, as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxxamended, Xxxxx X0X Xxxxxxxrestated, XX 00000 Attention: Xxxx Xxxxx Email: xxxx.xxxxx@xxxxxxxx.xxx Pursuant supplemented or otherwise modified to the Revolving date hereof (said Credit Agreement, dated as of October 23, 2017 (as the same may be so amended, restated, supplemented or otherwise modified, supplemented, restated or replaced from time to time, being the “Revolving Credit Agreement”; , the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among ITC Midwest LLCAMERIPRISE FINANCIAL, INC., a Michigan limited liability company Delaware corporation (the “BorrowerCompany”), the various financial institutions and other persons from time to time referred to listed therein as “Lenders” in the Revolving Credit Agreement Lenders (the “Lenders”), JPMorgan Chase Bankand XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as the Administrative Agent (“Administrative Agent”), the Lenders are invited to make Bid Loans:
1. Date of borrowing: ,
2. Amount of borrowing: $
3. Comprised of (select one):
o a. Bid Loans based on an Absolute Rate
o b. Bid Loans based on Eurodollar Rate 1 days/mos $ 2 days/mos $ 3 days/mos $ The Bid Borrowing requested herein complies with the requirements of the proviso to the first sentence of subsection 2.1A(iii)(a) of the Credit Agreement. Company authorizes Administrative Agent to deliver this Bid Request to the Lenders. Responses by the Lenders must be in substantially the form of Exhibit IB to the Credit Agreement and must be received by Administrative Agent by the time specified in subsection 2.1A(iii)(c) of the Credit Agreement for submitting Competitive Bids. DATED: AMERIPRISE FINANCIAL, INC. By: Title: Reference is made to that certain Credit Agreement dated as of September 30, 2005, as amended, restated, supplemented or otherwise modified to the date hereof (said Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AMERIPRISE FINANCIAL, INC., a Delaware corporation (“Company”), the financial institutions listed therein as Lenders (“Lenders”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”). In response to the Bid Request dated , the undersigned offers to make the following Bid Loan(s):
1. Date of borrowing: ,
2. Amount of borrowing: $
3. Comprised of: 1 days/mos $ (-+) % 2 days/mos $ (-+) % 3 days/mos $ (-+) % * Expressed in multiples of 1/100th of a basis point. Contact Person: Telephone: . [LENDER] By: Title: ****************************************************************************** The offers made above are hereby accepted in the amounts set forth below: $ $ $ DATED: AMERIPRISE FINANCIAL, INC. By: Title: Pursuant to that certain Credit Agreement dated as of September 30, 2005, as amended, restated, supplemented or otherwise modified to the date hereof (said Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AMERIPRISE FINANCIAL, INC., a Delaware corporation (“Company”), the financial institutions listed therein as Lenders, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”), this represents the BorrowerCompany’s request to convert or continue Revolving Credit Loans as follows:
1. Date of conversion/continuation: ,
2. Amount of Loans being converted/continued: $
3. Nature of conversion/continuation:
o a. Conversion of Base Rate Loans to Eurodollar Rate Loans o b. Conversion of Eurodollar Rate Loans to Base Rate Loans
o c. Continuation of Eurodollar Rate Loans as such
4. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/ continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, and Company certifies that no Event of Default or Potential Event of Default has occurred and is continuing under the Credit Agreement. DATED: AMERIPRISE FINANCIAL, INC. By: Title: Pursuant to that certain Credit Agreement dated as of September 30, 2005, as amended, restated, supplemented or otherwise modified to the date hereof (said Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AMERIPRISE FINANCIAL, INC., a Delaware corporation (“Company”), the financial institutions listed therein as Lenders, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”), this represents Company’s request for the issuance of a Letter of Credit by Administrative Agent as follows:
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Grid Development, LLC, its sole member By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx, Xxxxx X0X Xxxxxxx, XX 00000 Attention: Xxxx Xxxxx Email: xxxx.xxxxx@xxxxxxxx.xxx Pursuant to the Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest Great Plains, LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: ,
2. Amount of Revolving Credit Loans being continued or converted:
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that that, the representations representation made in Sections 7.4 and 7.15 Section 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx, Xxxxx X0X Xxxxxxx, XX 00000 Attention: Xxxx Xxxxx EmailNxxxxxx Xxxxxx Facsimile No.: xxxx.xxxxx@xxxxxxxx.xxx 312/385-7096 Pursuant to the Revolving Credit Agreement, dated as of October 23January 29, 2017 2008 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion:
2. Amount of Revolving Credit Loans being continued or converted:
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 10 Xxxxx Xxxxxxxx, 0xx Xxxxx X0X Xxxxxxx, XX 00000 AttentionXttention: Xxxxxxxx Xxxx Xxxxx EmailFacsimile No.: xxxx.xxxxx@xxxxxxxx.xxx (000) 000-0000 Pursuant to the Revolving Credit Agreement, dated as of October 23March 28, 2017 2014 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLCInternational Transmission Company, a Michigan limited liability company corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: ,
2. Amount of Revolving Credit Loans being continued or converted:
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the [ ] a. Base Rate Loan(s) [ ] b. Eurodollar Rate Loans with an initial Interest Period of month(s) The proceeds of the Borrowing such Loans are to be deposited in accordance with the funds flow memorandum delivered under separate coverCompany’s account at Administrative Agent or in such other account as may be designated by Company from time to time. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies and Company certify that:
(i) All The representations and warranties made by the Borrower contained in the Revolving Credit Agreement (other than subsection 5.4) and the other Loan Documents are true true, correct and correct complete in all material respects with on and as of the date hereof to the same effect extent as though such representations and warranties had been made on and as of the date hereof (hereof, except where to the extent such representations and warranties expressly specifically relate to an earlier date, in which case such representations and warranties are true were true, correct and correct complete in all material respects on and as of such earlier date); provided that provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the representations made in Sections 7.4 and 7.15 materiality qualifier set forth above shall be made only on the Closing Datedisregarded for purposes of this condition; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing borrowing contemplated hereby that would constitute a an Event of Default or an a Potential Event of Default. DatedDATED: AMERIPRISE FINANCIAL, INC. By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase BankPursuant to that certain Credit Agreement dated as of November 22, N.A.2011, as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxxamended, Xxxxx X0X Xxxxxxxrestated, XX 00000 Attention: Xxxx Xxxxx Email: xxxx.xxxxx@xxxxxxxx.xxx Pursuant supplemented or otherwise modified to the Revolving date hereof (said Credit Agreement, dated as of October 23, 2017 (as the same may be so amended, restated, supplemented or otherwise modified, supplemented, restated or replaced from time to time, being the “Revolving Credit Agreement”; , the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among ITC Midwest LLCAMERIPRISE FINANCIAL, INC., a Michigan limited liability company Delaware corporation (the “BorrowerCompany”), the various financial institutions and other persons from time to time referred to listed therein as “Lenders” in the Revolving Credit Agreement Lenders (the “Lenders”), JPMorgan Chase Bankand XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as the Administrative Agent (“Administrative Agent”), this represents the Borrower’s request Lenders are invited to continue Revolving Credit Loans as followsmake Bid Loans:
1. Date of borrowing: ,
2. Amount of borrowing: $
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx, 0xx Xxxxx X0X Xxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxx Xxxxx EmailFacsimile No.: xxxx.xxxxx@xxxxxxxx.xxx (000) 000-0000 Pursuant to the Revolving Credit Agreement, dated as of October 23March 28, 2017 2014 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLCHoldings Corp., a Michigan limited liability company corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: ,
2. Amount of Revolving Credit Loans being continued or converted:
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); ) provided that that, the representations representation made in Sections 7.4 and 7.15 Section 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: ITC MIDWEST LLC, as the Borrower By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx, Xxxxx X0X Xxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxx Xxxxx EmailFacsimile No.: xxxx.xxxxx@xxxxxxxx.xxx (000) 000-0000 Pursuant to the Revolving Credit Agreement, dated as of October 23May 31, 2017 2012 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: ,
2. Amount of Revolving Credit Loans being continued or converted:
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole member manager By: Name: Title: TO: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx, 0xx Xxxxx X0X Xxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxx Xxxxx EmailFacsimile No.: xxxx.xxxxx@xxxxxxxx.xxx (000) 000-0000 Pursuant to the Revolving Credit Agreement, dated as of October 23March 28, 2017 2014 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest Michigan Electric Transmission Company, LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: ,
2. Amount of Revolving Credit Loans being continued or converted:
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) : All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); and No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: Name: Title: TO: Lxxxxx Commercial Paper Inc., as Administrative Agent under the Credit Agreement (as defined below) 700 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Mxxxxxx Xxxxxx Facsimile No.: (000) 000-0000 Pursuant to the Credit Agreement, dated as of September 26, 2007 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Holdings Corp., a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Credit Agreement (the “Lenders”), and Lxxxxx Commercial Paper Inc., as the Administrative Agent, this represents the Borrower’s request to continue Loans as follows:
1. Date of continuation or conversion:
2. Amount of Loans being continued or converted:
3. Nature of continuation or conversion:
4. If Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: ____ month(s) The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower, certifies that:
(i) All representations and warranties made by the Borrower contained in the Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date) provided that that, the representations representation made in Sections 7.4 and 7.15 Section 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole member HOLDINGS CORP. By: Name: Title: TO: JPMorgan Chase BankI, N.A.the undersigned, as Administrative Agent under an Authorized Officer of ITC Holdings Corp. (the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx“Borrower”), Xxxxx X0X Xxxxxxx, XX 00000 Attention: Xxxx Xxxxx Email: xxxx.xxxxx@xxxxxxxx.xxx Pursuant hereby certify to the Revolving Credit Agreementbest of my knowledge, dated as information and belief, for and on behalf of October 23the Borrower, 2017 and not in my personal capacity, that:
(a) This certificate is furnished pursuant to the Bridge Loan Agreement (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), dated as of September 26, 2007, among ITC Midwest LLCthe Borrower, a Michigan limited liability company (the “Borrower”)corporation, the various financial institutions Lenders thereto and other persons from time to time referred to Lxxxxx Commercial Paper Inc., as “Lenders” administrative agent. Unless otherwise defined herein, capitalized terms used in this certificate shall have the meanings set forth in the Revolving Credit Agreement.
(b) Attached hereto as Exhibit A is a true and complete copy of the Certificate of Incorporation of the Borrower as filed in the Office of the Secretary of State of the State of Michigan, together with all amendments thereto adopted through the date hereof and as in effect on the date hereof.
(c) Attached hereto as Exhibit B is a true and complete copy of the Bylaws of the Borrower, together with all amendments thereto adopted through the date hereof and as in effect on the date hereof.
(d) Attached hereto as Exhibit C is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower at a meeting of such Board of Directors held on [ ], approving and authorizing the execution, delivery and performance of the Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof.
(e) The persons whose names appear on Exhibit D attached hereto are duly elected, qualified and acting officers of the “Lenders”)Borrower occupying the offices set forth opposite their respective names on Exhibit D, JPMorgan Chase Bankand the signature set forth opposite their respective names are their true and genuine signatures, N.A.and each of such officers is duly authorized to execute and deliver the Credit Agreement on behalf of the Borrower and each of the related documents to which it is a party and any other agreement, as instrument or document to be delivered by the Administrative Agent, this represents Borrower pursuant to the Borrower’s request to continue Revolving Credit Loans as follows:Agreement.
(f) The representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects.
(g) No Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: ITC MIDWEST LLC By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Wxxxx Fargo Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx1000 Xxxx X.X. Xxxxxx Blvd. Charlotte, Xxxxx X0X Xxxxxxx, XX 00000 NC 28262 Mail Code: D1109-019 Attention: Xxxx Xxxxx Syndication Agency Services Telephone No.: (000) 000-0000 Telecopy No.: (000) 000-0000 Email: xxxx.xxxxx@xxxxxxxx.xxx axxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Pursuant to the Revolving Credit Agreement, dated as of October 23, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), Wxxxx Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) Dated: ___________________ ITC MIDWEST LLC By: ITC Holdings Corp., its sole member By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”)Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, this represents the undersigned, an Authorized Officer of the sole member of the Borrower’s request , hereby certify to continue the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Loans Agreement, that:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as follows:of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of organization of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such certificate;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the operating agreement of the Borrower and such operating agreement is in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such operating agreement;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the sole member of the Borrower, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the sole member of the Borrower with respect to the subject matter thereof;
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Wxxxx Fargo Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx1000 Xxxx X.X. Xxxxxx Blvd. Charlotte, Xxxxx X0X Xxxxxxx, XX 00000 NC 28262 Mail Code: D1109-019 Attention: Xxxx Xxxxx Syndication Agency Services Telephone No.: (000) 000-0000 Telecopy No.: (000) 000-0000 Email: xxxx.xxxxx@xxxxxxxx.xxx axxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Pursuant to the Revolving Credit Agreement, dated as of October 23, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), Wxxxx Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLCInternational Transmission Company, a Michigan limited liability company corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”)Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, this represents the undersigned, an Authorized Officer of the Borrower’s request , hereby certify to continue the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Loans Agreement, that:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as follows:of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that that, the representations representation made in Sections 7.4 and 7.15 Section 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: ITC MIDWEST LLC, as the Borrower By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx, 0xx Xxxxx X0X Xxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxx Xxxxx EmailFacsimile No.: xxxx.xxxxx@xxxxxxxx.xxx (000) 000-0000 Pursuant to the Revolving Credit Agreement, dated as of October 23February 11, 2017 2011 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: ,
2. Amount of Revolving Credit Loans being continued or converted:
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Term Loan Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC GREAT PLAINS, LLC, as the Borrower By ITC Grid Development, LLC, its sole member By ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx, 0xx Xxxxx X0X Xxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxx Xxxxx EmailFacsimile No.: xxxx.xxxxx@xxxxxxxx.xxx (000) 000-0000 Pursuant to the Revolving Term Loan Credit Agreement, dated as of October 23May 30, 2017 2013 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Term Loan Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest Great Plains, LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Term Loan Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: ,
2. Amount of Loans being continued or converted:
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole member manager By: Name: Title: TO: JPMorgan Chase Wxxxx Fargo Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx1000 Xxxx X.X. Xxxxxx Blvd. Charlotte, Xxxxx X0X Xxxxxxx, XX 00000 NC 28262 Mail Code: D1109-019 Attention: Xxxx Xxxxx Syndication Agency Services Telephone No.: (000) 000-0000 Telecopy No.: (000) 000-0000 Email: xxxx.xxxxx@xxxxxxxx.xxx axxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Pursuant to the Revolving Credit Agreement, dated as of October 23, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among Michigan Electric Transmission Company, LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), Wxxxx Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) Dated: ___________________ By: ITC Holdings Corp., its sole manager By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest Michigan Electric Transmission Company, LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”)Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, this represents the undersigned, an Authorized Officer of the sole manager of the Borrower’s request , hereby certify to continue the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Loans Agreement, that:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as follows:of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of organization of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such certificate;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the operating agreement of the Borrower and such operating agreement is in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such operating agreement;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the sole manager of the Borrower, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the sole manager of the Borrower with respect to the subject matter thereof;
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Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); ) provided that that, the representations representation made in Sections 7.4 and 7.15 Section 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx, 0xx Xxxxx X0X Xxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxx Xxxxx EmailFacsimile No.: xxxx.xxxxx@xxxxxxxx.xxx (000) 000-0000 Pursuant to the Revolving Credit Agreement, dated as of October 23May 17, 2017 2011 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest Michigan Electric Transmission Company, LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted:
3. Nature of continuation or conversion:
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) Dated: ___________________ MICHIGAN ELECTRIC TRANSMISSION COMPANY, LLC By: Name: Title: TO: JPMorgan Chase Bank, N.A. Loan Operations 00 Xxxxx Xxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxx Relationship Executive Senior, Corporate Client Banking Power and Utilities Facsimile No.: (000) 000-0000 Pursuant to the Revolving Credit Agreement, dated as of May 17, 2011 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among Michigan Electric Transmission Company, LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), and JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to issue letter(s) of credit as follows:
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Interest rate option. Type: Tenor: Please wire transfer the o a. Base Rate Loan(s)
o b. Eurodollar Rate Loans with an initial Interest Period of month(s) The proceeds of the Borrowing such Loans are to be deposited in accordance with the funds flow memorandum delivered under separate coverCompany’s account at Administrative Agent or as such other account as may be designated by Company from time to time. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies and Company certify that:
(i) All The representations and warranties made by the Borrower contained in the Revolving Credit Agreement and the other Loan Documents are true true, correct and correct complete in all material respects with on and as of the date hereof to the same effect extent as though such representations and warranties had been made on and as of the date hereof (hereof, except where to the extent such representations and warranties expressly specifically relate to an earlier date, in which case such representations and warranties are true were true, correct and correct complete in all material respects on and as of such earlier date); provided that provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the representations made in Sections 7.4 and 7.15 materiality qualifier set forth above shall be made only on the Closing Date; anddisregarded for purposes of this condition;
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing borrowing contemplated hereby that would constitute a Default or an Event of Default or a Potential Event of Default; and
(iii) Each Loan Party has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof. DatedDATED: MAIDENFORM, INC. By: ITC Holdings Corp., its sole member By: Name: Title: TOTo: JPMorgan Chase Bank, N.A.BNP Paribas, as Administrative Agent under the Attention: Xxxxxxxx Xxxxxxxx Telecopy: 000-000-0000 Telephone: 000-000-0000 Pursuant to that certain Amended and Restated Credit Agreement (dated as defined below) Loan Operations 00 Xxxxx Xxxxxxxxof June 29, Xxxxx X0X Xxxxxxx2005, XX 00000 Attention: Xxxx Xxxxx Email: xxxx.xxxxx@xxxxxxxx.xxx Pursuant as amended, supplemented or otherwise modified to the Revolving date hereof (said Credit Agreement, dated as of October 23, 2017 (as the same may be so amended, supplemented or otherwise modified, supplemented, restated or replaced from time to time, being the “Revolving Credit Agreement”; , the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among ITC Midwest LLCMaidenform, Inc., a Michigan limited liability company (the “Borrower”)New York corporation and successor to MF Merger Corporation, Maidenform Brands, Inc., a Delaware corporation and successor to MF Acquisition Corporation, the various financial institutions and other persons from time to time referred to listed therein as “Lenders” in the Revolving Credit Agreement Lenders (the “Lenders”), JPMorgan Chase Bank, N.A.and BNP Paribas, as the Administrative Agent (“Administrative Agent”), this represents the BorrowerCompany’s request to convert or continue Revolving Credit Loans as follows:
1. Date of conversion/continuation: ,
2. Amount of Loans being converted/continued: $
3. Type of Loans being converted/continued:
o a. Term Loans
o b. Revolving Loans
4. Nature of conversion/continuation:
o a. Conversion of Base Rate Loans to Eurodollar Rate Loans o b. Conversion of Eurodollar Rate Loans to Base Rate Loans
o c. Continuation of Eurodollar Rate Loans as such
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Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement and in the other Credit Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Bank, N.A.Canadian Imperial Bank of Commerce, as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx, Xxxxx X0X Xxxxxxx000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxx EmailXxxxxx Facsimile No.: xxxx.xxxxx@xxxxxxxx.xxx (000) 000-0000 Pursuant to the Revolving Credit Agreement, dated as of October 23March 19, 2017 2004 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLCHoldings Corp., a Michigan limited liability company corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A.Canadian Imperial Bank of Commerce, as the Administrative Agent and Credit Suisse First Boston, Cayman Islands Branch, as Documentation Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: ,
2. Amount of Revolving Credit Loans being continued or converted:
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Interest rate option. Type: Tenor: Please wire transfer the o a. Base Rate Loan(s)
o b. Eurodollar Rate Loans with an initial Interest Period of month(s) The proceeds of the Borrowing such Loans are to be deposited in accordance with the funds flow memorandum delivered under separate coverCompany’s account at Administrative Agent or in such other account as may be designated by Company from time to time. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies and Company certify that:
(i) All The representations and warranties made by the Borrower contained in the Revolving Credit Agreement (other than subsection 5.4) and the other Loan Documents are true true, correct and correct complete in all material respects with on and as of the date hereof to the same effect extent as though such representations and warranties had been made on and as of the date hereof (hereof, except where to the extent such representations and warranties expressly specifically relate to an earlier date, in which case such representations and warranties are true were true, correct and correct complete in all material respects on and as of such earlier date); provided that provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the representations made in Sections 7.4 and 7.15 materiality qualifier set forth above shall be made only on the Closing Datedisregarded for purposes of this condition; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing borrowing contemplated hereby that would constitute a an Event of Default or an a Potential Event of Default. DatedDATED: AMERIPRISE FINANCIAL, INC. By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase BankPursuant to that certain Credit Agreement dated as of September 30, N.A.2010, as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxxamended, Xxxxx X0X Xxxxxxxrestated, XX 00000 Attention: Xxxx Xxxxx Email: xxxx.xxxxx@xxxxxxxx.xxx Pursuant supplemented or otherwise modified to the Revolving date hereof (said Credit Agreement, dated as of October 23, 2017 (as the same may be so amended, restated, supplemented or otherwise modified, supplemented, restated or replaced from time to time, being the “Revolving Credit Agreement”; , the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among ITC Midwest LLCAMERIPRISE FINANCIAL, INC., a Michigan limited liability company Delaware corporation (the “BorrowerCompany”), the various financial institutions and other persons from time to time referred to listed therein as “Lenders” in the Revolving Credit Agreement Lenders (the “Lenders”), JPMorgan Chase Bankand XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as the Administrative Agent (“Administrative Agent”), this represents the Borrower’s request Lenders are invited to continue Revolving Credit Loans as followsmake Bid Loans:
1. Date of borrowing: ,
2. Amount of borrowing: $
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Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Term Loan Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole member By: Name: Title: TO: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx, 0xx Xxxxx X0X Mail Code XX0-0000 Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxx Xxxxx EmailFacsimile No.: xxxx.xxxxx@xxxxxxxx.xxx 312/385-7096 Pursuant to the Revolving Credit Term Loan Agreement, dated as of October 23April 29, 2017 2009 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest LLCHoldings Corp., a Michigan limited liability company corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion:
2. Amount of Loans being continued or converted: $
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the sole manager of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Term Loan Credit Agreement are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by materiality or Material Adverse Effect) with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by materiality or Material Adverse Effect) as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: as the Borrower By: ITC Holdings Corp., its sole member manager By: Name: Title: TO: JPMorgan Chase BankXxxxxxx Xxxxx Bank USA c/o Goldman, N.A.Sachs & Co. 00 Xxxxxx Xxxxxx, as Administrative Agent under the Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx36th Floor Jersey City, Xxxxx X0X Xxxxxxx, XX 00000 NJ 07302 Attention: Xxxx Xxxxx SBD Operations Email: xxxx.xxxxx@xxxxxxxx.xxx xxx.xxxx@xx.xxx and xxxx-xxxxxxxxx-xxxxxxxx@xx.xxxxx.xx.xxx with copy to: Xxxxxxx Sachs Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxxx Xxxxxxx and Xxxxx Xxxx Pursuant to the Revolving Term Loan Credit Agreement, dated as of October 23January 31, 2017 2014 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Term Loan Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among ITC Midwest Michigan Electric Transmission Company, LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Term Loan Credit Agreement (the “Lenders”)Agreement, JPMorgan Chase Bank, N.A.and Xxxxxxx Sachs Bank USA, as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: ,
2. Amount of Loans being continued or converted:
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