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 (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 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 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 J.P. ▇▇▇▇▇▇ ▇▇nada, as Administrative Agent [Royal Bank Plaza, 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, the banks and co-syndication agents parties thereto and J.P. ▇▇▇▇▇▇ ▇▇nada, 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 , 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 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
Sources: 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. 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 (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 12December 23, 2000 1996 among Nortel Networks CorporationO▇▇▇ CORPORATION, PRIMEX TECHNOLOGIES, INC., 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 ---------- --------------- * 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 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 14 than 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 19[ ] among (the Banks "Assignor"), (the "Assignee"), (the "Borrower") and the Administrative Agent Referred to Below c/o J.P. ▇M▇▇▇▇▇ ▇▇nadaGUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent [Royal Bank Plaza, 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, the banks and co-syndication agents parties thereto and J.P. ▇▇▇▇▇▇ ▇▇nada, 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 , 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 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
Sources: 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 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 ---------- 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 J.P. M▇▇▇▇▇ ▇▇aranty Trust Company of New York, as Administrative Agent 60 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇nada▇ ▇▇▇▇, as Administrative Agent [Royal Bank Plaza, 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 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 J.P. ▇▇▇Mor▇▇▇ ▇▇nadaaranty 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 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 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
Sources: Credit Agreement (Nortel Networks LTD), Credit Agreement (Nortel Networks Corp)
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 J.P. M▇▇▇▇▇ ▇▇aranty Trust Company of New York, as Administrative Agent 60 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇nada▇ ▇▇▇▇, as Administrative Agent [Royal Bank Plaza, 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 J.P. ▇▇▇Mor▇▇▇ ▇▇nadaaranty 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 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
Sources: Credit Agreement (Nortel Networks Corp), Credit Agreement (Nortel Networks LTD)
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 [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. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (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 14, 2000 2001 among Nortel Networks CorporationLimited, the Banks and Co-Syndication Agents Agent parties thereto and yourselvesyourself, 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: Date:_______________________ 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 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%). 55 EXHIBIT E - -- Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY _________________, 2000 ---------------- 2001 To the Banks and the Administrative Agent Referred to Below c/o J.P. The Chase Manhattan Bank of Canada, as Administrative Agent 200 ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇y▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇nada, as Administrative Agent [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Dear ▇ ▇▇▇ ▇ear Sirs: I am Chief Legal Officer the Corporate Secretary of Nortel Networks Corporation Limited (the "CorporationCOMPANY") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit AgreementCREDIT AGREEMENT") dated as of April 12June 14, 2000 2001 among the CorporationCompany, the banks and co-syndication agents agent parties thereto and J.P. ▇▇▇▇▇▇ ▇▇nadaThe Chase Manhattan Bank of Canada, 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 ▇▇y 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 I am qualified to practice law solely in the opinions in paragraphs 1Province of Ontario, 2 Canada and 3 stated below, I have relied exclusively upon express no opinion as to any laws or matters governed by any laws other than the opinion of , laws of the Corporation, dated Province of Ontario and the date hereof (the "Opinion"), a copy federal law 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 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 hereinCanada applicable therein. Upon the basis of the foregoing, I am of the opinion that:
1. The Corporation Company 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 Company to perform its obligations under the Credit AgreementAgreement and the Notes.
Appears in 1 contract
Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- :__________________ 3. Date of Borrowing: * --------------------- /1/ 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*****Principal Amount/2/ Interest Period/3/ Margin/4/] [Absolute Rate******Rate/5/] --------- ---------- ------------- --------------------- ------------------- ------------------ ------------ ------------------ $ $ [Providedprovided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]** ---------- * $____________.]/2/ ____________________________ /1/ As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** /2/ Principal amount bid for each Interest Period may not exceed principal amount requestedrequired. 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. /3/ Not less than one month or not less than 30 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. /4/ Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (notes continued on following pageto the nearest 1/10,000th of 1%) and specify whether "PLUS" or "MINUS". /5/ 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 April 12February 20, 2000 1998 among Nortel Networks Corporationthe Company, ▇▇▇▇▇▇▇▇ Soup Company, the Banks and Co-party thereto, The Chase Manhattan Bank, as Syndication Agents parties thereto Agent, 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 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 ---------------- 199_ To the Banks Banks, the Syndication Agent and the Administrative Agent Referred to Below c/o J.P. c/▇ ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇nada, as Administrative Agent [Royal Bank Plaza, 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, the banks and co-syndication agents parties thereto and J.P. ▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇nada, 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▇▇▇ Dear Sirs:
(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 , 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 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. 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 [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. ** 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. Each bid must be made for $5,000,000 or a larger multiple of $1,000,000 (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 CorporationBetzDearborn Inc., BetzDearborn 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 ---------- 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 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 J.P. The Chase Manhattan Bank, as General Administrative Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇nada▇ ▇▇▇▇, as Administrative Agent [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] ▇▇▇ ▇▇▇▇ 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, BetzDearborn Canada, the banks Banks parties thereto, and co-syndication agents parties thereto The Chase Manhattan Bank (the "General Administrative Agent") and J.P. ▇▇▇▇▇▇ ▇▇nadaThe Chase Manhattan Bank of Canada, 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 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 , 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 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
Sources: Credit Agreement (Betzdearborn 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 (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 ($50,000,000 Revolving Line of Credit) dated as of April 12February 5, 2000 2001 among Nortel Networks Corporation▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Residential Realty L.P., the Banks parties thereto, U.S. Bank National Association, as Documentation Agent, and Co-First Union National Bank, as Syndication Agents parties thereto Agent, 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 ---------- ______________________ * 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 C$5,000,000 3,000,000 or a larger multiple of $1,000,000 or C$1,000,000100,000. **** Not less than one month or not less 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 J.P. ▇▇▇▇▇▇ ▇▇nada, as Administrative Agent [Royal Bank Plaza, 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, the banks and co-syndication agents parties thereto and J.P. ▇▇▇▇▇▇ ▇▇nada, 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 , 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 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
Sources: Credit Agreement (Smith Charles E Residential Realty Lp)
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**** 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 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 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 ---------- 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 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 J.P. ▇▇▇▇▇▇ ▇▇nada, as Administrative Agent [Royal Bank Plaza, 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, the banks and co-syndication agents parties thereto and J.P. ▇▇▇▇▇▇ ▇▇nada, 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 , 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 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
Sources: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Quoting Bank. 2. Person to contact at Quoting BankBank and telephone number: ----------------------------- Name:________________________________________________ Telephone Number:____________________________________ 3. Date Borrowing date of Borrowingproposed Competitive Advance: * --------------------- _____________________________________________________ 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) Competitive Advances in the following principal amounts, for the following Interest Periods durations and at the following ratesrates [insert only one applicable rate on each line below]: Duration of Foreign Principal Interest Money Market Amount*** Period**** [Margin*****] [Competitive Absolute Rate******] --------- ---------- ------------- --------------------- $ $ [Provided, Eurodollar Currency Amount Advance Rate Bid Margin Bid Margin Bid $__________ ___________ __________% ___________% ___________% $__________ ___________ __________% ___________% ___________% $__________ ___________ __________% ___________% ___________% provided that the aggregate principal amount of Money Market Loans Maximum Competitive Advance for which the above offers this offer may be accepted shall not exceed $ .]** ---------- * As specified in the related Invitation$________________. ** If a Foreign Currency must be U.S. Dollars or Canadian DollarsMargin Bid, type of foreign currency provided: __________________________. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (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 Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to timeAgreement, irrevocably obligates obligate(s) us to make the Money Market Loan(sCompetitive Advance(s) for which any offer(s) are is (are) accepted, in whole or in part. Very truly yours, ____________________________ [NAME Name of Bank] Date:__________________ By__________________________ Name:_______________________ Title:______________________ [Exhibit F to Loan Agreement] COMPLIANCE CERTIFICATE To: BANK 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 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 J.P. ▇▇▇▇▇▇ ▇▇nadaAMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative Agent [Royal This Compliance Certificate is delivered with reference to that certain Loan Agreement dated as of January 29, 1996, among Circus Circus Enterprises, Inc., a Nevada corporation ("Borrower"), the Banks therein named, The Long-Term Credit Bank Plazaof Japan, South TowerLtd., 22nd Floor TorontoLos Angeles Agency, Ontario M5J 2J2] Dear Sirs: I am Chief Legal Officer First Interstate Bank of Nortel Networks Corporation Nevada, N.A., Societe Generale, Credit Lyonnais Los Angeles Branch, Credit Lyonnais Cayman Island Branch and Canadian Imperial Bank of Commerce, as Co-Agents, and Bank of America National Trust and Savings Association, as Administrative Agent (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Loan Agreement") dated as of April 12, 2000 among the Corporation, the banks and co-syndication agents parties thereto and J.P. ▇▇▇▇▇▇ ▇▇nada, as Administrative Agent). Terms defined in the Credit Loan Agreement are used herein as therein definedand not otherwise defined in this Compliance Certificate ("Certificate") shall have the meanings defined for them in the Loan Agreement. I have examined originals or copies, certified or otherwise identified to my satisfaction, This Certificate is delivered in accordance with Section 7.2 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 opinionthe Loan Agreement. In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) This Compliance Certificate is delivered with respect to the valid Fiscal Quarter ended _____________, _____ (the "Test Fiscal Quarter"). Computations indicating compliance with respect to the covenants contained in Sections 6.3, 6.12, 6.13, 6.14 and binding nature 6.15 of the Credit Loan Agreement and are set forth below: Section 6.3 - Dispositions. The aggregate Net Proceeds of all Dispositions made during the delivery term of the Credit Agreement, the laws Loan Agreement are described as follows: Disposition Net Proceeds __________________________________________________$____________ __________________________________________________$____________ __________________________________________________$____________ __________________________________________________$____________ Total ____________________________________________$__________ Section 6.12 - Tangible Net Worth. As of the State last day of New York are the same Test Fiscal Quarter, Tangible Net Worth was calculated as follows: Actual Net Worth: Stockholders' Equity of Borrower and its Subsidiaries $____________ minus the laws aggregate Intangible Assets of CanadaBorrower and its Subsidiaries ($___________) Equals Tangible Net Worth $____________ Required Net Worth: 85% of Base Net Worth [$782,099,000] $664,784,150 plus 50% of Net Income earned in each Fiscal Quarter ending after November 1, 1995 (with no deduction for a net loss in any such Fiscal Quarter) $______________ plus (c) an amount equal to 50% of the aggregate increases in Stockholders' Equity after the Closing Date by reason of the issuance and sale of capital stock by Borrower (including upon any conversion of debt securities of Borrower into such capital stock) minus the aggregate amount, not to exceed $300,000,000, then expended by Borrower in Cash for purchase or redemption of Common Stock after November 1, 1995 $______________ Equals required Tangible Net Worth $______________ Section 6.13 - Interest Charge Coverage. The opinions expressed herein are subject to As of the following qualifications:
last day of the Test Fiscal Quarter, Interest Charge Coverage was calculated as follows: Actual Interest Charge Coverage Ratio: (a) enforceability Available Cash Flow for the fiscal period consisting of the Credit Agreement Test Fiscal Quarter and the Notes may be limited three immediately preceding Fiscal Quarters (the "Test Period") divided by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally;
$______________ (b) equitable remediesInterest Charges of Borrower and its Restricted Subsidiaries during the Test Period $______________ Interest Charge Ratio [(a):(b)] __________:1.00 Required Interest Charge Ratio: Period Ratio Closing Date through January 31, including remedies of specific performance 1998 2.50:1.00 April 30, 1998 through January 31, 1999 2.75:1.00 April 30, 1999 and injunctionthereafter 3.00:1.00 Interest Charge Coverage - Component Calculation In the calculation set forth above, may only be granted Available Cash Flow and Interest Charges for the Test Period are calculated as follows: Available Cash Flow EBITDA for the Test Period $___________ minus federal and state taxes on or measured by income for Test Period payable by Borrower and its Restricted Subsidiaries in Cash during the discretion of a court of competent jurisdiction;
Test Period (c$__________) minus Maintenance Capital Expenditures made during the Currency Act Test Period (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 , 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 minus 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 that the same assumptionexceeded $300,000,000 during the term of the Loan Agreement (plus for each year for which the term of the Loan Agreement is extended, an additional $60,000,000), Distributions made by Borrower and the Restricted Subsidiaries to Persons other than Borrower or its Restricted Subsidiaries during the Test Period ($__________) equals Available Cash Flow for the Test Period $___________ Interest Charges All interest, fees, charges and related expenses paid or payable (without duplication) for the Test Period to a lender in connection with borrowed money or the deferred purchase price of assets that are given considered "interest" under Generally Accepted Accounting Principles $___________ plus the portion of rent paid or payable (without duplication) for the Test Period under Capital Lease Obligations that should be treated as interest in reliance accordance with Financial Accounting Standards Board Statement No. 13 $____________ minus interest recorded (but not paid or payable) by Borrower or its Restricted Subsidiaries on the same certificate their financial statements with respect to their share of any interest paid or document, and are subject payable by any New Venture Entity which is a joint venture with any other Person which is not properly consolidated with Borrower under Generally Accepted Accounting Principles to the same limitationextent included in interest above ($___________) equals Interest Charges for the Test Period $____________ In the calculation set forth above, qualification or exemption. I have reviewed EBITDA for 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 Test Period 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 calculated 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 Agreementfollows: EBITDA.
Appears in 1 contract
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 [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. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify currency if an Alternative Currency. Specify aggregate (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 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(or, in the case of a Borrowing to be denominated in an Alternative Currency, a comparable amount of such Alternative Currency as determined by the Agent). **** Not less than one month or not less 14 than 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 J.P. Mo▇▇▇▇ ▇▇▇ranty Trust Company of New York, as Agent 60 W▇▇▇ ▇▇▇▇▇▇ ▇▇nada▇ ▇▇▇▇, as Administrative Agent [Royal Bank Plaza, 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, the banks and co-syndication agents parties thereto and J.P. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇nadadies and Gentlemen: I am the Senior Vice President and General Counsel of Galileo International, Inc. (the "BORROWER") and have acted as counsel for the Borrower in connection with the 364-Day Credit Agreement (the "CREDIT AGREEMENT") dated as of July 23, 1997 among the Borrower, the Banks parties thereto, the Letter of Credit Issuing Banks parties thereto and Morg▇▇ ▇▇▇ranty 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 and the Notes 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 , 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 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. Currency of Borrowing: ** --------------------- 5. 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. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (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 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 Lender 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 14 than 30 days, as specified in the related InvitationInvitation in the case of Competitive Bid Loans based on the Eurodollar Rate. No more than five bids are permitted for each Interest Period. ***** 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 and the Administrative Agent Referred to Below c/o J.P. 1998 among Reckson Operating Partnership, L.P., ▇▇▇▇▇▇▇ ▇▇nada▇▇▇▇ Operating Partnership, as Administrative Agent L.P., and the Lenders, Agents and Arrangers parties thereto, irrevocably obligates us to make the Competitive Bid Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2NAME OF LENDER] Dear Sirs: I am Chief Legal 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, the banks and co-syndication agents parties thereto and J.P. terms defined therein being used herein as therein defined) among Reckson Operating Partnership, L.P., ▇▇▇▇▇▇▇ ▇▇nada▇▇▇▇ Operating Partnership, L.P. (collectively, the "Borrower"), the institutions from time to time party thereto as Lenders and Agents, and The 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 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 , 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 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. 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 (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 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 ---------- limitation if EXHIBIT G FORM OF DESIGNATION AGREEMENT ----------------------------- Dated _____________, 199___ Reference is made to that certain Credit Agreement dated as of July 17, 1998 (as amended, supplemented or otherwise modified from time to time, 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 14 days"Credit Agreement") among MEDITRUST CORPORATION, BANKERS TRUST COMPANY, 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%) Syndication Agent, BANKBOSTON, N.A., as Co-Documentation Agent, FLEET NATIONAL BANK, as Co-Documentation Agent, 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 J.P. ▇▇▇▇▇▇ ▇▇nada, as Administrative Agent [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation GUARANTY TRUST COMPANY OF NEW YORK (the "CorporationAdministrative Agent") 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, the banks and co-syndication agents parties thereto and J.P. ▇▇▇▇▇▇ ▇▇nada), 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 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 , 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 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
Sources: Credit Agreement (Meditrust Corp)
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 Competitive Bid Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Competitive Bid Amount*** Period**** [Margin*****] [Absolute 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. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (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 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 Lender 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 14 daysmonth, as specified in the related InvitationInvitation in the case of Competitive Bid Loans based on the Eurodollar Rate. No more than five bids are permitted for each Interest Period. ***** 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 Amended and Restated Credit Agreement dated as of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY September __, 2000 ---------------- To the Banks (as amended, supplemented, restated or otherwise modified from time to time) among Reckson Operating Partnership, L.P., and the Administrative Agent Referred Lenders, Agents and Arrangers parties thereto, the terms defined therein being used herein as therein defined irrevocably obligates us to Below c/o J.P. ▇▇▇▇▇▇ ▇▇nadamake the Competitive Bid Loan(s) for which any offer(s) are accepted, as Administrative Agent in whole or in part. Very truly yours, [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2NAME OF LENDER] Dear Sirs: I am Chief Legal Dated:________________ By:________________________ Authorized Officer of Nortel Networks Corporation (the "Corporation") EXHIBIT K to Amended and give this opinion pursuant to Section 3.01(b) of the 364 Day Restated Credit Agreement dated as of September __, 2000 -------------------------------------------------------------------------------- FORM OF DESIGNATION AGREEMENT ----------------------------- Dated _______________, 2000 Reference is made to that certain Amended and Restated Credit Agreement dated as of September __, 2000 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement") dated as of April 12among Reckson Operating Partnership, 2000 among L.P. (the Corporation"Borrower"), the banks and co-syndication agents parties institutions from time to time party thereto and J.P. ▇▇▇▇▇▇ ▇▇nadaas Lenders, The Chase Manhattan Bank, as Administrative Agent, UBS Warburg LLC, as Syndication Agent, Deutsche Bank, as Documentation Agent, and Chase Securities Inc. and UBS Warburg LLC as joint lead arrangers and joint book managers. 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 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 , 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 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
Sources: Credit Agreement (Reckson Operating Partnership Lp)
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 (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 ($100,000,000 Revolving Line of Credit) dated as of April 12February 5, 2000 2001 among Nortel Networks Corporation▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Residential Realty L.P., the Banks parties thereto, U.S. Bank National Association, as Documentation Agent, and Co-First Union National Bank, as Syndication Agents parties thereto Agent, 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 ---------- ______________________ * 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 C$5,000,000 3,000,000 or a larger multiple of $1,000,000 or C$1,000,000100,000. **** Not less than one month or not less 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 J.P. ▇▇▇▇▇▇ ▇▇nada, as Administrative Agent [Royal Bank Plaza, 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, the banks and co-syndication agents parties thereto and J.P. ▇▇▇▇▇▇ ▇▇nada, 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 , 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 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
Sources: Credit Agreement (Smith Charles E Residential Realty Lp)
Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: * --------------------- 4. Currency of Borrowing: *** --------------------- 5---------------------------- 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. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (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 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 Each bid 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 14 than 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 J.P. ▇▇▇▇▇▇ ▇▇nadaGuaranty Trust Company of New York, as Administrative Agent [Royal Bank Plaza, 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, the banks and co-syndication agents parties thereto and J.P. ▇▇▇▇▇▇ ▇▇nada, 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 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 , 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 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. 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 [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. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (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 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$1,000,000l,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 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%). 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 14, 2001 among Nortel Networks Limited, the Banks and Syndication Agent parties thereto and yourself, 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] Date:_______________________ By:_______________________________ Authorized Officer EXHIBIT E - -- Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY _________________, 2000 ---------------- 2001 To the Banks and the Administrative Agent Referred to Below c/o J.P. The Chase Manhattan Bank of Canada, as Administrative Agent 200 ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇y▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇nada, as Administrative Agent [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Dear ▇ ▇▇▇ ▇ear Sirs: I am Chief Legal Officer the Corporate Secretary of Nortel Networks Corporation Limited (the "CorporationCOMPANY") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit AgreementCREDIT AGREEMENT") dated as of April 12June 14, 2000 2001 among the CorporationCompany, the banks and co-syndication agents agent parties thereto and J.P. ▇▇▇▇▇▇ ▇▇nadaThe Chase Manhattan Bank of Canada, 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 ▇▇y 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 I am qualified to practice law solely in the opinions in paragraphs 1Province of Ontario, 2 Canada and 3 stated below, I have relied exclusively upon express no opinion as to any laws or matters governed by any laws other than the opinion of , laws of the Corporation, dated Province of Ontario and the date hereof (the "Opinion"), a copy federal law 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 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 hereinCanada applicable therein. Upon the basis of the foregoing, I am of the opinion that:
1. The Corporation Company 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 Company to perform its obligations under the Credit AgreementAgreement and the Notes.
Appears in 1 contract
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 (notes continued on following page) 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. Each bid must be made for $5,000,000 or a larger multiple of $1,000,000. conditions set forth in the 364 Day Credit Agreement dated as of April February 12, 2000 1997 among 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 ---------- 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 14 than 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 & ▇▇▇▇▇▇, L.L.P. [Dated the Closing Date] To the Banks and the Administrative Agent Referred to Below c/o J.P. c/▇ ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Agent ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇nada▇ ▇▇▇▇, as Administrative Agent [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 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 CorporationBorrower, the banks and co-syndication agents parties Banks party thereto and J.P. ▇▇▇▇▇▇ ▇▇nadaGuaranty 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 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 , 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 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. 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 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 $ $____________.]** ---------- * 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 (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 26, 2000 1997 among Nortel Networks Boise Cascade Office Products Corporation, the Eligible Subsidiaries referred to therein, the Banks and Co-Syndication Agents parties party thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates 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 C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,0005,000,000. **** Not less than one month or not less 14 than 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 J.P. ▇▇▇▇Morgan Guaranty Trust Company of New York, as Agen▇ ▇▇ ▇▇nada▇l Street New York, as Administrative Agent [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] New York 10260 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, the banks and co-syndication agents parties thereto and J.P. ▇▇▇▇▇▇ ▇▇nada, 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 , 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 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
Sources: Credit Agreement (Boise Cascade Office Products Corp)
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 12June 17, 2000 1997 among 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 ---------- 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 14 than 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 _________, 19__ among [ASSIGNOR] (the Company OPINION OF COUNSEL FOR "Assignor"), [ASSIGNEE] (the "Assignee"), THE LOUISIANA LAND AND EXPLORATION COMPANY , 2000 ---------------- To (the Banks "Borrower") and the Administrative Agent Referred to Below c/o J.P. ▇▇▇▇▇▇ ▇▇nadaGUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent [Royal Bank Plaza, 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, the banks and co-syndication agents parties thereto and J.P. ▇▇▇▇▇▇ ▇▇nada, 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 , 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 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