Limitation on Mergers. The Borrower shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself or suffer any liquidation or dissolution, except the merger, dissolution or liquidation into or consolidation or amalgamation of any Person with or into the Borrower (so long as the surviving entity is (i) the Borrower or (ii) another Person organized or existing under the laws of the United States of America, any State thereof or the District of Columbia so long as (A) after giving effect to such transaction on a pro forma basis as if it had occurred on the first day of the test period most recently ended, such Person is in compliance with Section 7.12(a), (B) such Person expressly assumes all the obligations of the Borrower under the Loan Documents, pursuant to an assumption agreement reasonably acceptable to the Administrative Agent and (C) any two of S&P, Xxxxx’x and Fitch confirms that, immediately after giving effect to such transaction, the surviving entity’s corporate rating (in the case of S&P and Fitch) and corporate family rating (in the case of Xxxxx’x) will be equal to or higher than the Borrower’s equivalent ratings on the Closing Date, in which event such Person will succeed to, and be substituted for, the Borrower).
Appears in 4 contracts
Samples: Credit Agreement (Energy Transfer Equity, L.P.), Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.), Credit Agreement (Energy Transfer Equity, L.P.)
