Quoting Bank. 2. Person to contact at Quoting Bank: 3. Date of Borrowing: * --------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount** Period*** [Margin****] [Absolute Rate*****] -------- --------- ------------- ------------------------ $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]** ---------- * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Inc., Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- ----------------------- Authorized Officer ---------- *** Not less than one month or not less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o Mxxxxx Xxaranty Trust Company of New York, as Administrative Agent 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc., the banks and co-syndication agents parties thereto and Morxxx Xxaranty Trust Company of New York, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed: (a) the signatures on the documents I have examined are originals; and (b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications: (a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally; (b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction; (c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and (d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof (the "Opinion"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to the matters addressed in the Opinion, and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoing, I am of the opinion that: 1. The Corporation is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Corporation to perform its obligations under the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Nortel Networks LTD), Credit Agreement (Nortel Networks Corp)
Quoting Bank. [ ] 2. Person to contact at Quoting Bank: [ ] 3. Date of Borrowing: [ ]* --------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount** Period*** [Margin****] [Absolute Rate*****] -------- --------- ------------- ------------------------ $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $[ ].]** ---------- We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of December 23, 1996 among OXXX CORPORATION, PRIMEX TECHNOLOGIES, INC., the Banks parties thereto and yourselves, as Agent, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: Authorized Officer --------------- * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Inc., Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- ----------------------- Authorized Officer ---------- *** Not less than one month or not less than 14 30 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY BORROWER EXHIBIT F ASSIGNMENT AND ASSUMPTION AGREEMENT AGREEMENT dated as of [ ], 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o Mxxxxx Xxaranty Trust Company of New York, as Administrative Agent 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation 19[ ] among (the "CorporationAssignor"), (the "Assignee"), (the "Borrower") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement MXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc., the banks and co-syndication agents parties thereto and Morxxx Xxaranty Trust Company of New York, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof (the "Opinion"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to the matters addressed in the Opinion, and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoing, I am of the opinion that:
1. The Corporation is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Corporation to perform its obligations under the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Primex Technologies Inc), Credit Agreement (Primex Technologies Inc)
Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: * --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount*** Period**** [Margin*****] [Absolute Rate******] -------- --------- ---------- ------------- ------------------------ --------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Inc., Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- ----------------------- --------------------------- Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000. **** Not less than one month or not less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o Mxxxxx Xxaranty Trust Company of New YorkJ.P. Xxxxxx Xxnada, as Administrative Agent 60 Xxxx Xxxxxx Xxx Xxxx[Royal Bank Plaza, Xxx Xxxx 00000 South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc., the banks and co-syndication agents parties thereto and Morxxx Xxaranty Trust Company of New YorkJ.P. Xxxxxx Xxnada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Credit Agreement and the Notes may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof (the "Opinion"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to the matters addressed in the Opinion, and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoing, I am of the opinion that:
1. The Corporation is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Corporation to perform its obligations under the Credit Agreement.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Nortel Networks LTD), Credit Agreement (Nortel Networks Corp)
Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: * --------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount** Period*** [Margin****] [Absolute Rate*****] -------- --------- ------------- ------------------------ ------------ -------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]** ---------- * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Five Year Credit Agreement dated as of April 12, 2000 among Nortel Networks Inc., Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- ----------------------- ------------------------ Authorized Officer ---------- *** Not less than one month or not less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o Mxxxxx Xxaranty Trust Company of New York, as Administrative Agent 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Five Year Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc., the banks and co-syndication agents parties thereto and Morxxx Xxaranty Trust Company of New York, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof (the "Opinion"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to the matters addressed in the Opinion, and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoing, I am of the opinion that:
1. The Corporation is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Corporation to perform its obligations under the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Nortel Networks Corp), Credit Agreement (Nortel Networks LTD)
Quoting Bank. 2. Person to contact at Quoting Bank: 3. Date of Borrowing: * --------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount** Period*** [Margin****] [* Absolute Rate*****] -------- --------- ------------- ------------------------ * $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $____________.]** ---------- __________ * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12June 17, 2000 1997 among Nortel Networks Inc., Nortel Networks Corporationthe Borrower, the Banks and Co-Syndication Agents parties thereto listed on the signature pages thereof and yourselves, as Administrative AgentAgent and Texas Commerce Bank National Association and NationsBank of Texas, N.A., as amended from time to timeCo-Agents, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: :_________________ By: --------------- ----------------------- :__________________________ Authorized Officer ---------- __________ *** Not less than one month or not less than 14 7 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion G ASSIGNMENT AND ASSUMPTION AGREEMENT AGREEMENT dated as of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY _________, 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o Mxxxxx Xxaranty Trust Company of New York, as Administrative Agent 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation 19__ among [ASSIGNOR] (the "CorporationAssignor"), [ASSIGNEE] (the "Assignee"), THE LOUISIANA LAND AND EXPLORATION COMPANY (the "Borrower") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc., the banks and co-syndication agents parties thereto and Morxxx Xxaranty Trust Company of New York, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof (the "Opinion"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to the matters addressed in the Opinion, and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoing, I am of the opinion that:
1. The Corporation is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Corporation to perform its obligations under the Credit Agreement.
Appears in 1 contract
Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: ____________________* --------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market [Absolute Amount** Period*** [Margin****] [Absolute Rate*****] -------- --------- ------------- ------------------------ $ $ --------- ------------ ---------- [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ ____________.]** ---------- * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids Each bid must be made for $5,000,000 or a larger multiple of $1,000,0001,000,000 (or a comparable amount in an Alternative Currency as determined by the Administrative Agent and specified in the related Invitation). (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12October 20, 2000 1997 among Nortel Networks BetzDearborn Inc., Nortel Networks CorporationBetzDearborn Canada Inc., the Banks parties thereto, and Co-Syndication Agents parties thereto yourselves and yourselvesThe Chase Manhattan Bank of Canada, as Administrative Agent, as amended from time to timeAgents, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- ----------------------- ---------------------- ------------------------------------ Authorized Officer ---------- *** Not less than one month or not less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E F-1 - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY and United States Counsel for BetzDearborn Canada ________________, 2000 ---------------- 1997 To the Banks and the Administrative Agent Agents Referred to Below c/o Mxxxxx Xxaranty Trust Company of New YorkThe Chase Manhattan Bank, as General Administrative Agent 60 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation We have acted as counsel for BetzDearborn Inc. (the "CorporationCompany") and give this opinion pursuant to Section 3.01(bas United States counsel for BetzDearborn Canada Inc. ("BetzDearborn Canada") of in connection with the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12October 20, 2000 1997 among the CorporationCompany, Nortel Networks Inc.BetzDearborn Canada, the banks Banks parties thereto, and co-syndication agents parties thereto The Chase Manhattan Bank (the "General Administrative Agent") and Morxxx Xxaranty Trust Company The Chase Manhattan Bank of New YorkCanada, as Administrative AgentAgents. Terms defined in the Credit Agreement are used herein as therein defined. I This opinion is being rendered to you at the request of our clients pursuant to Section 3.01(b) of the Credit Agreement. We have examined originals or copies, certified or otherwise identified to my our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I we have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof (the "Opinion"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to the matters addressed in the Opinion, and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoingforegoing and subject to the qualifications set forth below, I am we are of the opinion that:
1. The Corporation Company is a corporation duly incorporated and incorporated, validly existing and in good standing under the laws of Canada Pennsylvania and has all corporate powers and all governmental licenses, authorizations, consents and approvals power required to carry on its business as now conducted, described in the absence of which would have a material adverse effect on the ability of the Corporation to perform its obligations under the Credit Agreement.Company's 1996 Form 10-K.
Appears in 1 contract
Samples: Credit Agreement (Betzdearborn Inc)
Quoting Bank. 2. Person to contact at Quoting Bank: _______________________ 3. Date of Borrowing: ________________________________________* --------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Currency Amount** Period*** [Margin****] [Absolute Rate*****] -------- --------- ------------- ------------------------ $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $____________.]** ---------- We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of June 26, 1997 among Boise Cascade Office Products Corporation, the Eligible Subsidiaries referred to therein, the Banks party thereto and yourselves, as Agent, irrevocably obligate(s) us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated:_______________ By:__________________ Authorized Officer _______________________________ * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids Each bid must be made for Dollar Amount not less than $5,000,000 or a larger multiple of $1,000,0005,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Inc., Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- ----------------------- Authorized Officer ---------- *** Not less than one month or not less than 14 7 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 1/10,000th of 1%) and specify whether "PLUS" or "MINUS". ." ***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- Opinion of Counsel for the Company [Closing Date] To the Banks and the Administrative Agent Referred to Below c/o Mxxxxx Xxaranty Morgan Guaranty Trust Company of New York, as Administrative Agent 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc., the banks and co-syndication agents parties thereto and Morxxx Xxaranty Trust Company of Agenx 00 Xxxl Street New York, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications10260 Dear Sirs:
(a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof (the "Opinion"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to the matters addressed in the Opinion, and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoing, I am of the opinion that:
1. The Corporation is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Corporation to perform its obligations under the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Boise Cascade Office Products Corp)
Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: *** --------------------- ---------------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market [Absolute Amount**** Period***** [Margin****] [Absolute Rate]*****] -------- --------- ------------- ------------------------ $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .* Rate]******* ---------- ----------------- *** As specified in the related Invitation. **** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids Each bid must be made for $5,000,000 or a larger multiple of $1,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Inc., Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- ----------------------- Authorized Officer ---------- ***** Not less than one month or not less than 14 7 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ****** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify $ [provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $____________.]2 We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of [DATE OF THIS AGREEMENT] among the Borrower, the Banks party thereto and yourselves, as Administrative Agent, irrevocably obligate(s) us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] By: Name: Title: Authorized Officer Dated: ------------------------------------------------------------------------------- whether "PLUS" or "MINUS". ******* Specify rate of interest per annum (to the nearest 1/10,000th 1/10,000 of 1%). EXHIBIT E - Opinion P DESIGNATION AGREEMENT dated as of Counsel for , -------------- ----- Reference is made to the Company OPINION OF COUNSEL FOR THE COMPANY Credit Agreement dated as of (as amended from time to time, 2000 ---------------- To the Banks "Credit Agreement") among , a corporation (the "Borrower"), the banks party thereto (the "Banks") and the Administrative Agent Referred to Below c/o Mxxxxx Xxaranty Xxxxxx Guaranty Trust Company of New York, as Administrative Agent 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc., the banks and co-syndication agents parties thereto and Morxxx Xxaranty Trust Company of New York, as Administrative Agent"). Terms defined in the Credit Agreement are used herein with the same meaning. (the "Designator") and (the "Designee") agree as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumedfollows:
(a) 1. The Designator designates the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of Designee as its Designated Lender under the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof (the "Opinion"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to the matters addressed in the Opinion, and to the extent any Designee accepts such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoing, I am of the opinion that:
1. The Corporation is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Corporation to perform its obligations under the Credit Agreementdesignation.
Appears in 1 contract
Quoting Bank. 2. Person to contact at Quoting Bank: 3. Date of Borrowing: * --------------------- 4. We hereby offer to make Money Market Competitive Bid Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Competitive Bid or Money Market Amount** Period*** [Margin****] [Absolute Rate*****] Market Rate -------- --------- ------------- ------------------------ ------------ ----------- $ $ [Provided, that the aggregate principal amount of Money Market Competitive Bid Loans for which the above offers may be accepted shall not exceed $ $____________.]** ---------- * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank Lender is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Inc., Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- ----------------------- Authorized Officer ---------- *** Not less than one month or not less than 14 30 days, as specified in the related Invitation. No more than five bids are permitted for each Interest PeriodInvitation in the case of Competitive Bid Loans based on the Eurodollar Rate. **** Margin over or under the London Interbank Offered Eurodollar Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (We understand and agree that the offer(s) set forth above, subject to the nearest 1/10,000th satisfaction of 1%). EXHIBIT E - Opinion the applicable conditions set forth in the Credit Agreement dated as of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY July 23, 2000 ---------------- To the Banks 1998 among Reckson Operating Partnership, L.P., Xxxxxxx Xxxxxx Operating Partnership, L.P., and the Administrative Agent Referred Lenders, Agents and Arrangers parties thereto, irrevocably obligates us to Below c/o Mxxxxx Xxaranty Trust Company of New Yorkmake the Competitive Bid Loan(s) for which any offer(s) are accepted, as Administrative Agent 60 Xxxx Xxxxxx Xxx Xxxxin whole or in part. Very truly yours, Xxx Xxxx 00000 Dear Sirs: I am Chief Legal [NAME OF LENDER] Dated:_______________ By:__________________________ Authorized Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant EXHIBIT K to Section 3.01(b) of the 364 Day Credit Agreement dated as of July 23, 1998 --------------------------------------------------------- FORM OF DESIGNATION AGREEMENT Dated _____________, 199___ Reference is made to that certain Credit Agreement dated as of July 23, 1998 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc., the banks terms defined therein being used herein as therein defined) among Reckson Operating Partnership, L.P., Xxxxxxx Xxxxxx Operating Partnership, L.P. (collectively, the "Borrower"), the institutions from time to time party thereto as Lenders and co-syndication agents parties thereto Agents, and Morxxx Xxaranty Trust Company of New YorkThe Chase Manhattan Bank, as Administrative Agent, UBS AG, as Syndication Agent, and PNC Bank, National Association, as Documentation Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canadameaning. The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof [NAME OF DESIGNOR] (the "OpinionDesignor"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to [NAME OF DESIGNEE] (the matters addressed in the Opinion"Designee"), and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoing, I am of the opinion thatAdministrative Agent agree as follows:
1. The Corporation is a corporation duly incorporated Designor hereby designates the Designee, and validly existing under the laws of Canada and has all corporate powers and all governmental licensesDesignee hereby accepts such designation, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability right to make Competitive Bid Loans pursuant to Article II of the Corporation to perform its obligations under the Credit Agreement. Any assignment by Designor to Designee of its rights to make a Competitive Bid Loan pursuant to such Article II shall be effective at the time of the funding of such Competitive Bid Loan and not before such time.
Appears in 1 contract
Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: ____________________* --------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market [Absolute Amount** Period*** [Margin****] [Absolute Rate*****] -------- --------- ------------- ------------------------ $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $____________.]** ---------- * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify currency if an Alternative Currency. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. 1,000,000 (notes continued on following page) We understand and agree that the offer(s) set forth aboveor, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated case of a Borrowing to be denominated in an Alternative Currency, a comparable amount of such Alternative Currency as of April 12, 2000 among Nortel Networks Inc., Nortel Networks Corporation, determined by the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part). Very truly yours, [NAME OF BANK] Dated: By: --------------- ----------------------- Authorized Officer ---------- *** Not less than one month or not less than 14 30 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364-Day Credit Agreement dated as of July 23, 1997 among Galileo International, Inc., the Banks parties thereto, the Letter of Credit Issuing Banks parties thereto and yourselves, as Agent, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: ------------------------- By: --------------------------------- Authorized Officer: EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY BORROWER OPINION OF COUNSEL FOR THE BORROWER July , 2000 ---------------- 1997 To the Banks, the Issuing Banks and the Administrative Agent Referred to Below c/o Mxxxxx Xxaranty Moxxxx Xxxranty Trust Company of New York, as Administrative Agent 60 Xxxx Wxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear SirsXxdies and Gentlemen: I am Chief Legal Officer the Senior Vice President and General Counsel of Nortel Networks Corporation Galileo International, Inc. (the "CorporationBORROWER") and give this opinion pursuant to Section 3.01(b) of have acted as counsel for the 364 Borrower in connection with the 364-Day Credit Agreement (the "Credit AgreementCREDIT AGREEMENT") dated as of April 12July 23, 2000 1997 among the Corporation, Nortel Networks Inc.Borrower, the banks and co-syndication agents Banks parties thereto, the Letter of Credit Issuing Banks parties thereto and Morxxx Xxaranty Morgxx Xxxranty Trust Company of New York, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. This opinion is being rendered to you at the request of the Borrower pursuant to Section 3.01(b) of the Credit Agreement. In connection with this opinion, I have investigated such questions of law, received such information from officers and representatives of the Borrower and its Subsidiaries and examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials officials, and corporate documents and records of the Borrower and its Subsidiaries and other instruments and have conducted such other investigations of fact and law documents as I have deemed necessary or advisable appropriate for purposes of this opinion. In rendering this opinion, my opinion I have assumed:
assumed (a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid due authorization, execution and binding nature delivery of the Credit Agreement and the delivery by each of the Credit Agreementparties thereto (other than the Borrower), the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies the authenticity of specific performance all documents submitted to me as originals and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement conformity to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court original documents of all documents submitted to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof (the "Opinion"), a copy of which is attached hereto me as Schedule A. The opinions expressed herein are limited in scope to the matters addressed in the Opinion, and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me hereincopies. Upon the basis of the foregoing, I am of the opinion that:
1. The Corporation Borrower is a corporation duly incorporated organized and validly existing under the laws of Canada the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Corporation to perform its obligations under the Credit Agreement.
Appears in 1 contract
Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: ____________________* --------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount** Period*** [Margin****] [Absolute Rate*****] -------- --------- ------------- ------------------------ --------- ------------ -------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $____________.]** ---------- * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12July 15, 2000 1998 among Nortel Networks Inc., Nortel Networks Meditrust Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: :_______________ By: --------------- ----------------------- ________________________________________ Authorized Officer ---------- *** Not less than one month or not less than 14 daysEXHIBIT G FORM OF DESIGNATION AGREEMENT ----------------------------- Dated _____________, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (199___ Reference is made to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o Mxxxxx Xxaranty Trust Company of New York, as Administrative Agent 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day that certain Credit Agreement dated as of July 17, 1998 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") dated among MEDITRUST CORPORATION, BANKERS TRUST COMPANY, as of April 12Syndication Agent, 2000 among BANKBOSTON, N.A., as Co-Documentation Agent, FLEET NATIONAL BANK, as Co-Documentation Agent, and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK (the Corporation, Nortel Networks Inc., the banks and co-syndication agents parties thereto and Morxxx Xxaranty Trust Company of New York"Administrative Agent"), as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canadameaning. The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof [NAME OF DESIGNOR] (the "OpinionDesignor"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to [NAME OF DESIGNEE] (the matters addressed in the Opinion, and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption"Designee"), the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, Administrative Agent and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoing, I am of the opinion thatBorrower agree as follows:
1. The Corporation is a corporation duly incorporated Designor hereby designates the Designee, and validly existing under the laws of Canada and has all corporate powers and all governmental licensesDesignee hereby accepts such designation, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability right to make Money Market Loans pursuant to Section 2.3 of the Corporation to perform its obligations under the Credit Agreement. Any assignment by Designor to Designee of its rights to make a Money Market Loan pursuant to such Article III shall be effective at the time of the funding of such Money Market Loan and not before such time.
Appears in 1 contract
Samples: Credit Agreement (Meditrust Corp)
Quoting Bank. 2. Person to contact at Quoting Bank: --------------------------- 3. Date of Borrowing: * --------------------- -------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount** Period*** Period [Margin****] [Absolute Rate*****] -------- --------- ------------- ------------------------ $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]** ---------- * ------------ ---------------- *As specified in the related Invitation. ** *Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers offer exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. ***Not less than one month or less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ****Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (notes continued on following pageto the nearest 1/100,000 of 1%) and specify whether "PLUS" or "MINUS". *****Specify rate of interest per annum (to the nearest 1/10,000th of 1%). We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Fourth Amended and Restated 364-Day Credit Agreement dated as of April 12September 17, 2000 1999 among Nortel Networks Inc., Nortel Networks Corporationthe Borrower, the Banks and Co-Syndication Agents parties thereto listed on the signature pages thereof and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- ----------------------- -------------------------- Authorized Officer ---------- *** Not less than one month or not less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o Mxxxxx Xxaranty Trust Company of New York, as Administrative Agent 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc., the banks and co-syndication agents parties thereto and Morxxx Xxaranty Trust Company of New York, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof (the "Opinion"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to the matters addressed in the Opinion, and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoing, I am of the opinion that:
1. The Corporation is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Corporation to perform its obligations under the Credit Agreement.Officer
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: ____________________* --------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount** Period*** [Margin****] [Absolute Rate*****] -------- --------- ------------- ------------------------ $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $____________.]** We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable ---------- * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids Each bid must be made for $5,000,000 or a larger multiple of $1,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April February 12, 2000 1997 among Nortel Networks Inc., Nortel Networks Corporationthe Borrower, the Banks and Co-Syndication Agents parties party thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: :_______________ By: --------------- ----------------------- :__________________________ Authorized Officer ---------- *** Not less than one month or not less than 14 7 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000th 1/10,000 of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY Borrower Opinion of McGuire, 2000 ---------------- Woods, Battle & Xxxxxx, L.L.P. [Dated the Closing Date] To the Banks and the Administrative Agent Referred to Below c/o Mxxxxx Xxaranty x Xxxxxx Guaranty Trust Company of New York, as Administrative Agent 60 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation We have acted as counsel for Trigon Healthcare, Inc. (the "CorporationBorrower") and give this opinion pursuant to Section 3.01(b) of in connection with the 364 Day Credit Agreement dated as of February 12, 1997 (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc.Borrower, the banks and co-syndication agents parties Banks party thereto and Morxxx Xxaranty Xxxxxx Guaranty Trust Company of New York, as Administrative Agent, and in connection with the other matters relating to the Demutualization in which Virginia BCBS (as defined in the Plan of Demutualization) has become a wholly owned Subsidiary of the Borrower. Terms This opinion is being rendered to you pursuant to Section 3.1(b) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined. I We have examined originals or copies, certified or otherwise identified to my our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I we have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof (the "Opinion"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to the matters addressed in the Opinion, and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoing, I am we are of the opinion that:
1. The Corporation Borrower is a corporation duly incorporated and validly existing under the laws of Canada the Commonwealth of Virginia and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Corporation to perform its obligations under the Credit Agreement.and
Appears in 1 contract
Quoting Bank. 2. Person to contact at Quoting Bank: _______________________________ 3. Date of Borrowing: __________________________________________* --------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest [Money Market Amount** Period*** [Margin****] [Absolute Rate*****] -------- --------- ------------- ------------------------ ------------------------------------------------------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $_________ __ .]** ---------- We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement ($50,000,000 Revolving Line of Credit) dated as of February 5, 2001 among Xxxxxxx X. Xxxxx Residential Realty L.P., the Banks parties thereto, U.S. Bank National Association, as Documentation Agent, and First Union National Bank, as Syndication Agent, and yourselves, as Administrative Agent, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated:_______________________ By:_________________________ Authorized Officer ______________________ * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 3,000,000 or a larger multiple of $1,000,000100,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Inc., Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- ----------------------- Authorized Officer ---------- *** Not less than one month or not less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o Mxxxxx Xxaranty Trust Company of New York, as Administrative Agent 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc., the banks and co-syndication agents parties thereto and Morxxx Xxaranty Trust Company of New York, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof (the "Opinion"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to the matters addressed in the Opinion, and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoing, I am of the opinion that:
1. The Corporation is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Corporation to perform its obligations under the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Smith Charles E Residential Realty Lp)
Quoting Bank. 2. Person to contact at Quoting Bank: _____________________________ 3. Date of Borrowing: ___________________________________________* --------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest [Money Market Amount** Period*** [Margin****] [Absolute Rate*****] -------- --------- ------------- ------------------------ ------------------------------------------------------------------ $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $_________ .]** ---------- We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement ($100,000,000 Revolving Line of Credit) dated as of February 5, 2001 among Xxxxxxx X. Xxxxx Residential Realty L.P., the Banks parties thereto, U.S. Bank National Association, as Documentation Agent, and First Union National Bank, as Syndication Agent, and yourselves, as Administrative Agent, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated:_______________ By:_____________________________ Authorized Officer ______________________ * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 3,000,000 or a larger multiple of $1,000,000100,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Inc., Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- ----------------------- Authorized Officer ---------- *** Not less than one month or not less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o Mxxxxx Xxaranty Trust Company of New York, as Administrative Agent 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc., the banks and co-syndication agents parties thereto and Morxxx Xxaranty Trust Company of New York, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Credit Agreement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. In expressing the opinions in paragraphs 1, 2 and 3 stated below, I have relied exclusively upon the opinion of , Vice President and Assistant General Counsel, Securities and Assistant Secretary of the Corporation, dated the date hereof (the "Opinion"), a copy of which is attached hereto as Schedule A. The opinions expressed herein are limited in scope to the matters addressed in the Opinion, and to the extent any such opinion is stated to be based on any assumption or to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exemption, the opinions expressed herein in reliance on such opinion are based upon the same assumption, are given in reliance on the same certificate or document, and are subject to the same limitation, qualification or exemption. I have reviewed 50 the Opinion and found it to be satisfactory in form and scope to address the matter for which it has been relied upon by me herein. Upon the basis of the foregoing, I am of the opinion that:
1. The Corporation is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Corporation to perform its obligations under the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Smith Charles E Residential Realty Lp)
