Other documents and evidence. (a) Evidence that any agent for service of process referred to in Clause 38.2 (Service of process) has accepted its appointment. (b) The Original Financial Statements together with the latest audited financial statements of each Obligor (other than Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited). (c) The latest unaudited financial statements of Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited. (d) Evidence that the fees, costs and expenses then due from the Parent pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the initial Utilisation Date. (e) A copy of the approval of the Exchange Control Department of the South African Reserve Bank confirming that Gold Fields Limited, GFI Mining South Africa (Proprietary) Limited and Gold Fields Operations Limited may enter into and provide the guarantee as contemplated by this Agreement and that the Original Borrowers may enter into and implement the provisions of this Agreement. If such approval is granted conditionally, this condition precedent shall not be considered to have been fulfilled, unless both the Lenders and the Original Borrowers acknowledge in writing to each other that such conditions are acceptable. (f) A copy of any authorisation or consent (to include any relevant corporate, regulatory and shareholder consent) which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document. (g) Evidence that all amounts outstanding under the Existing Facility have been or will be repaid and cancelled in full on or before the first Utilisation Date.
Appears in 2 contracts
Samples: Credit Facility Agreement (Sibanye Gold LTD), Credit Facility Agreement (Gold Fields LTD)
Other documents and evidence. (a) Evidence that any agent for service of process referred to in Clause 38.2 (Service of process) has accepted its appointment.
(b) The Original Financial Statements together with the latest audited financial statements of each Obligor (other than Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited).
(c) The latest unaudited financial statements of Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited.
(d) Evidence that the fees, costs and expenses then due from the Parent pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the initial Utilisation Date.
(ed) A copy of the approval of the Exchange Control Financial Surveillance Department of the South African Reserve Bank confirming that Gold Fields Limited, GFI Mining South Africa (Proprietary) Limited and Gold Fields Operations Limited may enter into and provide the guarantee as contemplated by this Agreement and that the Original Borrowers may enter into and implement the provisions of this Agreement. If such approval is granted conditionally, this condition precedent shall not be considered to have been fulfilled, unless both the Lenders and the Original Borrowers acknowledge in writing to each other that such conditions are acceptable.
(fe) A copy of any authorisation or consent (to include any relevant corporate, regulatory and shareholder consent) which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document.
(gf) Evidence that all amounts outstanding under the Existing Facility have been or will be repaid and cancelled in full on or before the first Utilisation Date.
Appears in 2 contracts
Samples: Credit Facility Agreement (Gold Fields LTD), Credit Facility Agreement (Sibanye Gold LTD)
Other documents and evidence. (a) Evidence that any agent for service of process referred to in Clause 38.2 37.2 (Service of process) has accepted its appointment.
(b) The Original Financial Statements together with the latest audited financial statements of each Obligor (other than Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding Xxxxxxx (BVI) Limited).
(c) The latest unaudited financial statements of Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding Xxxxxxx (BVI) Limited.
(d) Evidence that the fees, costs and expenses then due from the Parent pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the initial Utilisation Date.
(e) A copy of the approval of the Exchange Control Department of the South African Reserve Bank confirming that Gold Fields Limited, GFI Mining South Africa (Proprietary) Limited and Gold Fields Operations Western Areas Limited may enter into and provide the guarantee as contemplated by this Agreement and that the Original Borrowers may enter into and implement the provisions of this Agreement. If such approval is granted conditionally, this condition precedent shall not be considered to have been fulfilled, unless both the Lenders and the Original Borrowers acknowledge in writing to each other that such conditions are acceptable.
(f) A copy of any authorisation or consent (to include any relevant corporate, regulatory and shareholder consent) which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document.
(g) Evidence that all amounts outstanding under irrevocable notices of prepayment and cancellation have been issued in respect of the Existing Facility have been or Facilities and that all outstandings under such facilities will be repaid prepaid in full and cancelled in full simultaneously on or before the first Utilisation Date.
1. An Accession Letter, duly executed by the Additional Borrower and the Parent.
2. A copy of a good standing certificate with respect to any Additional Borrower incorporated in the British Virgin Islands, issued as of a recent date by the appropriate official in the British Virgin Islands.
3. A copy of the constitutional documents of the Additional Borrower.
4. A copy of a resolution of the board of directors of the Additional Borrower:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents.
5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 4 above.
6. A certificate of incumbency from the registered agent of each Additional Borrower incorporated in the British Virgin Islands.
7. If appropriate, a certificate of the Additional Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
8. A certificate of an authorised signatory of the Additional Borrower certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
9. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
10. If appropriate, a copy of the approval of the Exchange Control Department of the South African Reserve Bank confirming that Additional Borrower may enter into and provide the guarantee as contemplated by this Agreement and that the Additional Borrower may enter into and implement the provisions of this Agreement. If such approval is granted conditionally, this condition precedent shall not be considered to have been fulfilled, unless both the Lenders and the Additional Borrower acknowledge in writing to each other that such conditions are acceptable.
11. If available, the latest audited financial statements of the Additional Borrower.
12. A legal opinion from legal advisers to the Agent in England.
13. If the Additional Borrower is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranger and the Agent in the jurisdiction in which the Additional Borrower is incorporated.
14. If the proposed Additional Borrower is incorporated in a jurisdiction other than England and Wales, evidence that the agent for service of process specified in Clause 37.2 (Service of process) has accepted its appointment in relation to the proposed Additional Borrower.
1. An Accession Letter, duly executed by the Additional Guarantor and the Company.
2. A copy of the constitutional documents of the Additional Guarantor.
3. A copy of a good standing certificate with respect to any Additional Guarantor incorporated in the British Virgin Islands, issued as of a recent date by the appropriate official in the British Virgin Islands.
4. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or dispatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents.
5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 4 above.
6. A certificate of incumbency from the registered agent of each Additional guarantor incorporated in the British Virgin Islands.
7. A copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
8. A certificate of the Additional Guarantor (signed by a director) confirming that guaranteeing the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
9. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this Part III of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
10. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
11. If available, the latest audited financial statements of the Additional Guarantor.
12. A legal opinion from legal advisers to the Agent in England.
13. If the Additional Guarantor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Agent in the jurisdiction in which the Additional Guarantor is incorporated.
14. If the Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the agent for service of process specified in Clause 37.2 (Service of process) has accepted its appointment in relation to the proposed Additional Guarantor.
15. A copy of the approval of the Exchange Control Department of the South African Reserve Bank confirming that any Additional Guarantor incorporated in South Africa may enter into and provide the guarantees as contemplated by this Agreement. REQUESTS From: Gold Fields Limited for and on behalf of [Borrower] To: Barclays Bank PLC Dated: Dear Sirs
1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Facility: [Facility A]/[Facility B] Currency of Loan: Dollars Amount: [ ] Interest Period: [ ]
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
4. The proceeds of this Loan should be credited to [account].
5. This Utilisation Request is irrevocable. [name of relevant Borrower]
Appears in 1 contract
Samples: Facility Agreement (Gold Fields LTD)
Other documents and evidence. (a) Evidence that any agent for service of process referred to in Clause 38.2 37.2 (Service of process) has accepted its appointment.
(b) The Original Financial Statements together with the latest audited financial statements of each Obligor (other than Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited).
(c) The latest unaudited financial statements of Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited.
(d) Evidence that the fees, costs and expenses then due from the Parent pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the initial Utilisation Date.
(e) A copy of the approval of the Exchange Control Department of the South African Reserve Bank confirming that Gold Fields Limited, GFI Mining South Africa (Proprietary) Limited and Gold Fields Operations Limited may enter into and provide the guarantee as contemplated by this Agreement and that the Original Borrowers may enter into and implement the provisions of this Agreement. If such approval is granted conditionally, this condition precedent shall not be considered to have been fulfilled, unless both the Lenders and the Original Borrowers acknowledge in writing to each other that such conditions are acceptable.
(f) A copy of any authorisation or consent (to include any relevant corporate, regulatory and shareholder consent) which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document.
(g) Evidence that all amounts outstanding under the Existing Facility have been or will be repaid and cancelled in full on or before the first Utilisation Date.
1. An Accession Letter, duly executed by the Additional Borrower and the Parent.
2. A copy of a good standing certificate with respect to any Additional Borrower incorporated in the British Virgin Islands, issued as of a recent date by the appropriate official in the British Virgin Islands.
3. A copy of the constitutional documents of the Additional Borrower.
4. A copy of a resolution of the board of directors of the Additional Borrower:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents.
5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 4 above.
6. A certificate of incumbency from the registered agent of each Additional Borrower incorporated in the British Virgin Islands.
7. If appropriate, a certificate of the Additional Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
8. A certificate of an authorised signatory of the Additional Borrower certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
9. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
10. If appropriate, a copy of the approval of the Exchange Control Department of the South African Reserve Bank confirming that Additional Borrower may enter into and provide the guarantee as contemplated by this Agreement and that the Additional Borrower may enter into and implement the provisions of this Agreement. If such approval is granted conditionally, this condition precedent shall not be considered to have been fulfilled, unless both the Lenders and the Additional Borrower acknowledge in writing to each other that such conditions are acceptable.
11. If available, the latest audited financial statements of the Additional Borrower.
12. A legal opinion from legal advisers to the Agent in England.
13. If the Additional Borrower is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arrangers and the Agent in the jurisdiction in which the Additional Borrower is incorporated.
14. If the proposed Additional Borrower is incorporated in a jurisdiction other than England and Wales, evidence that the agent for service of process specified in Clause 37.2 (Service of process) has accepted its appointment in relation to the proposed Additional Borrower.
1. An Accession Letter, duly executed by the Additional Guarantor and the Company.
2. A copy of the constitutional documents of the Additional Guarantor.
3. A copy of a good standing certificate with respect to any Additional Guarantor incorporated in the British Virgin Islands, issued as of a recent date by the appropriate official in the British Virgin Islands.
4. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or dispatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents.
5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 4 above.
6. A certificate of incumbency from the registered agent of each Additional guarantor incorporated in the British Virgin Islands.
7. A copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
8. A certificate of the Additional Guarantor (signed by a director) confirming that guaranteeing the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
9. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this Part III of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
10. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
11. If available, the latest audited financial statements of the Additional Guarantor.
12. A legal opinion from legal advisers to the Agent in England.
13. If the Additional Guarantor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Agent in the jurisdiction in which the Additional Guarantor is incorporated.
14. If the Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the agent for service of process specified in Clause 37.2 (Service of process) has accepted its appointment in relation to the proposed Additional Guarantor.
15. A copy of the approval of the Exchange Control Department of the South African Reserve Bank confirming that any Additional Guarantor incorporated in South Africa may enter into and provide the guarantees as contemplated by this Agreement. REQUESTS From: Gold Fields Limited for and on behalf of [Borrower] To: Barclays Bank PLC Dated: Dear Sirs and Gold Fields Operations Limited – $311,000,000 Credit Facility Agreement dated [—] 2009
1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Currency of Loan: Dollars Amount: [ ] Interest Period: [ ]
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
4. The proceeds of this Loan should be credited to [account].
5. This Utilisation Request is irrevocable. [name of relevant Borrower]
Appears in 1 contract
Samples: Facility Agreement (Gold Fields LTD)
Other documents and evidence. (a) Evidence that any agent for service of process referred to in Clause 38.2 (Service of process) has accepted its appointment.
(b) The Original Financial Statements together with a pro forma balance sheet for the latest audited financial statements of each Obligor (other than Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited)Group to reflect the Group’s position post the Demerger.
(c) The latest unaudited financial statements of Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited.
(d) Evidence that the fees, costs and expenses then due from the Parent pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the initial Utilisation Date.
(ed) A copy of the approval of the Exchange Control Financial Surveillance Department of the South African Reserve Bank confirming that Gold Fields Limited, GFI Mining South Africa (Proprietary) Joint Venture Holdings Proprietary Limited and Gold Fields Operations Limited (the “South African Obligors”) may enter into and provide the guarantee as contemplated by this Agreement and that the South African Obligors in their capacity as Original Borrowers may enter into and implement the provisions of this Agreement. If such approval is granted conditionally, this condition precedent shall not be considered to have been fulfilled, unless both the Lenders and the Original Borrowers South African Obligors acknowledge in writing to each other that such conditions are acceptable.
(fe) A copy of any authorisation or consent (to include any relevant corporate, regulatory and shareholder consent) which the Agent (acting reasonably) considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document.
(gf) Evidence that all amounts outstanding conditions precedent to utilisation under the Existing Facility Credit Facilities Agreement (other than any condition precedent requiring evidence that the Demerger Date has occurred) have been satisfied or will be repaid waived. Table of Contents
(g) Execution of a bond mandate letter by the Parent and cancelled each of the Underwriters in full connection with the refinancing of the Facility and liability management exercise on the Existing Bond.
(h) If the amount of the term facility and revolving credit facility made available pursuant to the Credit Facilities Agreement is increased prior to utilisation of this Facility, evidence that the amount of this Facility has been reduced by an equivalent amount.
(i) Evidence (in the form of certified copies of (i) the notification received by the Parent from the Johannesburg Stock Exchange that the entire share capital of GFIMSA is listed on and admitted to trading on the Johannesburg Stock Exchange; and (ii) the notification received by the Parent from its transfer secretaries or before from STRATE, that the Distribution is effected and GFIMSA accordingly is no longer a Subsidiary of the Parent), that the Demerger Date has occurred.
(j) A certificate signed by a director of the Parent confirming that the board of directors of the Parent have approved the Demerger.
(k) A copy of an opinion from Xxxxxx Xxxxxx Sonnenbergs dated no earlier than 5 Business Days prior to the first Utilisation Date, confirming that no further regulatory or shareholder approval requirements are required in connection with the Demerger which have not already been obtained.
(l) A certified copy of the announcement by the Company that the Distribution is to be effected.
(m) A copy of the approval of the South African Reserve Bank of the Demerger, the Distribution and the secondary listing of GFIMSA on the New York Stock Exchange, Table of Contents PART II
Appears in 1 contract
Other documents and evidence. (a) Evidence that any agent for service of process referred to in Clause 38.2 (Service of process) has accepted its appointment.
(b) The Original Financial Statements together with a pro forma balance sheet for the latest audited financial statements of each Obligor (other than Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited)Group to reflect the Group’s position post the Demerger.
(c) The latest unaudited financial statements of Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited.
(d) Evidence that the fees, costs and expenses then due from the Parent pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the initial Utilisation Date.
(ed) A copy of the approval of the Exchange Control Financial Surveillance Department of the South African Reserve Bank confirming that Gold Fields Limited, GFI Mining South Africa (Proprietary) Joint Venture Holdings Proprietary Limited and Gold Fields Operations Limited (the “South African Obligors”) may enter into and provide the guarantee as contemplated by this Agreement and that the South African Obligors in their capacity as Original Borrowers may enter into and implement the provisions of this Agreement. If such approval is granted conditionally, this condition precedent shall not be considered to have been fulfilled, unless both the Lenders and the Original Borrowers South African Obligors acknowledge in writing to each other that such conditions are acceptable.
(fe) A copy of any authorisation or consent (to include any relevant corporate, regulatory and shareholder consent) which the Agent Agent, acting reasonably, considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document.
(gf) Evidence that all amounts outstanding under the Existing Facility Facilities have been or will be repaid and that the Existing Facilities have been or will be cancelled in full on or before the first Utilisation Date.
(g) Evidence (in the form of certified copies of (i) the notification received by the Parent from the Johannesburg Stock Exchange that the entire share capital of GFIMSA is listed on and admitted to trading on the Johannesburg Stock Exchange and (ii) the notification received by the Parent from its transfer secretaries or from STRATE, that the Distribution is effected and GFIMSA accordingly is no longer a Subsidiary of the Parent) that the Demerger Date has occurred.
(h) A certificate signed by a director of the Parent confirming that the board of directors of the Parent have approved the Demerger.
(i) A copy of an opinion from Xxxxxx Xxxxxx Sonnenbergs dated no earlier than 5 Business Days prior to the first Utilisation Date, confirming that no further regulatory or shareholder approval requirements are required in connection with the Demerger which have not already been obtained.
(j) A certified copy of the announcement by the Company that the Distribution is to be effected.
(k) A copy of the approval of the South African Reserve Bank of the Demerger, the Distribution and the secondary listing of GFIMSA on the New York Stock Exchange.
Appears in 1 contract
