Restatement Date. This Amended Agreement shall not become effective until the date on which each of the following conditions has been satisfied (or waived in accordance with Section 9.05): (a) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion, and addressed to the Lenders, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel for the Borrower, substantially in the form set forth in Exhibit B, and (ii) ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, Esq., Deputy General Counsel of the Borrower, substantially in the form set forth in Exhibit C, in each case reasonably satisfactory to ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agents. (b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request on or before the date hereof relating to the organization, existence and good standing of each Obligor, the authorization of the Loan Documents and the transactions contemplated thereby and any other legal matters relating to the foregoing, all in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received counterparts of this Amended Agreement (or facsimile or other evidence satisfactory to the Administrative Agent of the execution of a counterpart hereof) which, when taken together, bear the signatures of (i) each party hereto that is not a party to the Original Credit Agreement and (ii) each party to the Original Credit Agreement whose execution and delivery hereof is required by the terms of the Original Credit Agreement for the effectiveness of this Amended Agreement. (d) The Borrower shall have consummated an issuance of Series D Senior Secured Notes pursuant to a Debt Incurrence for gross cash proceeds of not less than $275,000,000. (e) The Administrative Agent shall have received all fees due and payable on or prior to the Restatement Date, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Borrower shall have prepaid not less than $200,000,000 aggregate principal amount of the Term Loans pursuant to Section 2.09 of the Original Credit Agreement, together with accrued interest thereon and applicable prepayment fees. (g) The Borrower shall have prepaid all Revolving Loans and Swingline Loans outstanding under the Original Credit Agreement, together with accrued interest thereon and accrued fees thereunder.
Appears in 1 contract
Restatement Date. This Amended The amendments to the Original Credit Agreement effected hereby and the obligations of the Lenders to make the Additional Loans shall not become effective until the date on which each of the following conditions has been is satisfied (or waived in accordance with Section 9.059.02):
(a) The Administrative Agent (or its counsel) shall have received for from the benefit of Borrower, the Mexico Borrower, the "Required Lenders" (under and as defined in the Original Credit Agreement) and each Lender with a Mexico Term Commitment, Tranche A Term Commitment or Tranche B Term Commitment, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed copy signature page of the this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a favorable written opinion, and opinion (addressed to the Lenders, Administrative Agent and the Lenders and dated the Restatement Date) of each of (i) Winston & Stra▇▇, counsel for the Borrower and the Mexico Borrower, substantially addressing the matters set forth in Exhibit B-1, (ii) Laffan, Muesy & Gara▇, ▇▇unsel for the Mexico Borrower, substantially in the form of Exhibit B-2, (▇▇▇) ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ L.L.P.& McCa▇▇▇▇, ▇▇ah counsel for the Borrower, substantially in the form set forth in of Exhibit B, B-3 and (iiiv) ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇to the extent requested by the Administrative Agent, Esq., Deputy General Counsel of the Borrowerlocal counsel in each jurisdiction where a Mortgaged Property is located, substantially in a form agreed to by the form set forth in Exhibit CAdministrative Agent, and, in the case of each case such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably satisfactory request. The Borrower and the Mexico Borrower hereby request such counsel to ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agentsdeliver such opinions.
(bc) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request on or before the date hereof relating to the organization, existence and good standing of each ObligorLoan Party, the authorization of the Loan Documents and the transactions contemplated thereby Restatement Transactions and any other legal matters relating to the foregoingLoan Parties, the Loan Documents or the Restatement Transactions, all in form and substance reasonably satisfactory to the Administrative AgentAgent and its counsel.
(cd) The Administrative Agent shall have received counterparts of this Amended Agreement (a certificate, dated the Restatement Date and signed by the President, a Vice President or facsimile or other evidence satisfactory to the Administrative Agent a Financial Officer of the execution of a counterpart hereofBorrower, confirming compliance with the conditions set forth in paragraphs (a) which, when taken together, bear the signatures of (i) each party hereto that is not a party to the Original Credit Agreement and (iib) each party to the Original Credit Agreement whose execution and delivery hereof is required by the terms of the Original Credit Agreement for the effectiveness of this Amended Agreement.
(d) The Borrower shall have consummated an issuance of Series D Senior Secured Notes pursuant to a Debt Incurrence for gross cash proceeds of not less than $275,000,000Section 4.02.
(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderany Loan Party hereunder or under any other Loan Document.
(f) The Borrower Collateral Agent shall have prepaid not less than $200,000,000 aggregate principal amount received counterparts of the Term Loans pursuant to Section 2.09 Pledge Agreement signed on behalf of the Original Credit AgreementBorrower and each Subsidiary Loan Party, together with accrued interest thereon and applicable prepayment feestogether
(a) shall have been taken.
(g) The Borrower Collateral Agent shall have prepaid received counterparts of the Security Agreement signed on behalf of the Borrower and each Subsidiary Loan Party (other than Blessings and its subsidiaries, if the Merger does not occur on the Restatement Date), together with the following:
(i) all Revolving Loans documents and Swingline Loans outstanding instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; and
(ii) a completed Perfection Certificate dated the Restatement Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate (other than jurisdictions in which a search was undertaken in the name of such Loan Party in connection with the execution of the Original Credit Agreement) and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.03 or have been released.
(h) The Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property signed on behalf of the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 6.03, in form and substance reasonably acceptable to the Collateral Agent, together with accrued interest such endorsements, coinsurance and reinsurance as the Collateral Agent or the Required Lenders may reasonably request, (iii) copies of all existing surveys and such other information and documents with respect to the Mortgaged Properties as shall be necessary for the aforesaid title insurance policies to be issued without a survey exception and (iv) such other customary documentation with respect to the Mortgaged Properties as the Administrative Agent may reasonably require; provided that (A) with respect to any Mortgaged Property as to which a Mortgage was recorded prior to the Restatement Date, the requirements of this paragraph shall be limited to such supplements, amendments and bring-downs as the Collateral Agent shall request and (B) if the Merger does not occur on the Restatement Date, the requirements of clauses (i) and (ii) above shall not apply to Mortgaged Properties owned by Blessings or any subsidiary thereof until the Merger Date.
(i) The Administrative Agent shall have received (i) counterparts of the Guarantee Agreement signed on behalf of the Borrower and each Subsidiary Loan Party and (ii) counterparts of the Indemnity, Subrogation and Contribution Agreement signed on behalf of the Borrower and each Subsidiary Loan Party; provided that Blessings and its subsidiaries shall be deemed not to be Subsidiary Loan Parties for purposes of this paragraph unless the Merger occurs on the Restatement Date.
(j) The Administrative Agent shall have received evidence satisfactory to it that the insurance required by Section 5.07 is in effect.
(k) The Senior Subordinated Note Documents shall have been amended to the extent necessary to permit the Restatement Transactions, and such amendment shall be reasonably satisfactory to the Lenders in form and substance.
(l) The Required Lenders shall be satisfied with any change in the material terms of the Acquisition, including the material terms and conditions of (i) the Tender Offer, (ii) the Merger and (iii) the Acquisition Agreement and any other agreements entered into in connection with the Restatement Transactions.
(m) All conditions to the acceptance of the shares of Blessings' capital stock pursuant to the Tender Offer shall have been satisfied (without giving effect to any material amendment or waiver that has not been approved by the Required Lenders) and a sufficient number of shares of the Blessings' capital stock shall have been validly tendered and accepted for purchase pursuant to and in accordance with the Tender Offer to permit the Borrower and the Acquisition Sub to cause the Merger to occur without the approval of any other stockholder of Blessings.
(n) Either (i) the Merger shall be consummated on the Restatement Date or (ii) there shall not be any further consent, approval, waiver, condition or other material impediment to the consummation of the Merger, other than (x) approval of the Merger by vote of the stockholders (which shall be within the control of the Borrower) of Blessings at a meeting of stockholders, (y) customary filings in the State of Delaware to effect the Merger and (z) the other conditions to the Merger set forth in the Acquisition Agreement.
(o) The Required Lenders shall be satisfied in all material respects with the proposed capital structure of the Borrower and its Subsidiaries after consummation of the Restatement Transactions (it being agreed that the Required Lenders are satisfied as of the date hereof with the proposed capital structure of the Borrower and its Subsidiaries described in the Term Sheet).
(p) After giving effect to the Restatement Transactions, the Borrower and its Subsidiaries shall not have any outstanding Indebtedness or preferred stock other than Indebtedness permitted by Section 6.01. The terms and conditions of any Indebtedness of Blessings and its subsidiaries to remain outstanding after the Restatement Date shall be reasonably satisfactory in all respects to the Lenders.
(q) The Lenders shall be reasonably satisfied in all respects with the tax position and the contingent tax and other liabilities of, and with any tax sharing agreements involving, the Borrower and its Subsidiaries after giving effect to the Restatement Transactions and the other transactions contemplated hereby, and with the plans of the Borrower with respect thereto (it being understood that the information disclosed by the Borrower to the Administrative Agent prior to the date of the Term Sheet with respect to the foregoing tax matters shall be deemed satisfactory).
(r) All material consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Restatement Transactions (including the Merger) shall have been obtained, all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any burdensome conditions, and there shall be no action by any Governmental Authority, actual or threatened, that would restrain, prevent or impose burdensome conditions on the Restatement Transactions.
(s) The Lenders shall have received (i) copies of all existing environmental reports prepared with respect to each parcel of real property and the improvements thereto owned by Blessings or any of its subsidiaries as of the Restatement Date and any Environmental Liabilities that may be attributable to such properties or operations thereon and accrued fees thereunder(ii) such other materials relating to Blessings' compliance with Environmental Laws and actual or potential Environmental Liabilities as shall be reasonably specified by the Administrative Agent, all of which shall be satisfactory to the Administrative Agent (it being understood that the condition set forth in clause (ii) above has been satisfied).
(t) There shall be no litigation or administrative proceeding that would to have a Material Adverse Effect, or a material adverse effect on the ability of the parties to consummate the Restatement Transactions or the other transactions contemplated hereby. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments to the Original Credit Agreement that would be effected hereby and the obligations of the Lenders to make the Additional Loans shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on June 30, 1998 (and, in the event such conditions are not so satisfied or waived, the Original Credit Agreement shall remain in effect without giving effect to any amendments thereto contemplated hereby).
Appears in 1 contract
Restatement Date. This Amended Agreement shall become effective upon, and only upon, the satisfaction of each of the following conditions precedent and the obligations of the Lenders to make Loans (other than Term A-2 Loans, which shall be subject to Section 4.02) and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions has been is satisfied (or waived in accordance with Section 9.059.02):
(a) The Administrative Agent (or its counsel) shall have received for the benefit of from each Lender a signed copy of the favorable written opinion, Credit Party and addressed to the Lenders, of each financial institution identified on Schedule 2.01 either (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.a counterpart hereof (and, counsel for the Borroweras applicable, substantially of a Omnibus Amendment and Reaffirmation of Guaranty and Security Documents in the form set forth in of Exhibit B, and E hereto (the “Reaffirmation Agreement”)) signed on behalf of such Credit Party or financial institution or (ii) ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, Esq., Deputy General Counsel of the Borrower, substantially in the form set forth in Exhibit C, in each case reasonably written evidence satisfactory to ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the AgentsAdministrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement or such Reaffirmation Agreement) that such party has signed a counterpart of such document.
(b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request on or before the date hereof relating to the organization, existence and good standing of each Obligor, the authorization of the Loan Documents this Agreement and the transactions contemplated thereby hereby by the Borrowers and any other legal matters relating to the foregoing, all each Subsidiary Guarantor in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received counterparts of this Amended Agreement an executed legal opinion (or facsimile or other evidence addressed to the Administrative Agent and the Lenders) from (i) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, U.S. counsel for the Credit Parties, and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, French counsel for Manitowoc EMEA Holding SARL and Manitowoc Holding Asia SAS, in each case in form and substance satisfactory to the Administrative Agent of the execution of a counterpart hereof) which, when taken together, bear the signatures of (i) each party hereto that is not a party Agent. The Borrower hereby requests such counsel to the Original Credit Agreement and (ii) each party to the Original Credit Agreement whose execution and delivery hereof is required by the terms of the Original Credit Agreement for the effectiveness of this Amended Agreementdeliver such opinions.
(d) The Borrower shall have consummated an issuance of Series D Senior Secured Notes pursuant to a Debt Incurrence for gross cash proceeds of not less than $275,000,000.
(e) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of each Borrower and each Subsidiary Guarantor and the authorization of the Transactions in form and substance satisfactory to the Administrative Agent and its counsel.
(e) The Borrower shall have caused to be delivered to the Administrative Agent insurance certificates or binders naming the Collateral Agent, on behalf of the Secured Creditors, as loss payee for any property insurance policies and additional insured for any general, excess or umbrella, automobile, marine or other similar liability policies, in form and substance acceptable to the Administrative Agent.
(f) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance as of such date with the conditions set forth in paragraphs (a), (b) and (c) of Section 4.03.
(g) The Lenders, the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including including, to the extent invoiced, reimbursement or payment of all out-of-out of pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(fh) The Borrower All principal, interest, fees and other amounts owing under the Existing Credit Agreement shall have prepaid not less been (or shall substantially contemporaneously be) repaid in full (other than $200,000,000 aggregate principal amount the deemed re-issuance of the Term Loans pursuant to Section 2.09 Existing Letters of the Original Credit Agreement, together with accrued interest thereon and applicable prepayment feeshereunder).
(gi) All governmental and third party approvals necessary or, in the reasonable discretion of the Administrative Agent, advisable in connection with the financing contemplated hereby and the continuing operations of the Borrower and their Subsidiaries shall have been obtained and be in full force and effect.
(j) The Borrower Lenders shall have prepaid all Revolving Loans received (i) satisfactory audited consolidated financial statements of the Borrowers for the two most recent fiscal years ended prior to the Restatement Date as to which such financial statements are available and Swingline Loans outstanding under (ii) satisfactory unaudited interim consolidated financial statements of the Original Credit AgreementBorrowers for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this subsection (j) as to which such financial statements are available.
(k) The Administrative Agent, together with accrued in its capacity as Collateral Agent, shall have confirmed that it continues to have Liens creating a first priority security interest thereon and accrued fees thereunderin the Collateral, subject to Permitted Liens.
(l) The Lenders shall have received satisfactory financial projections of the Borrowers for fiscal years 2011 through 2015.
Appears in 1 contract
Sources: Credit Agreement (Manitowoc Co Inc)
Restatement Date. This Amended Agreement shall not become effective until the date on which each of the following conditions has been is satisfied (or waived in accordance with Section 9.059.02):
(a) The Administrative Agent shall have received for from each Loan Party and from Lenders comprising the benefit of each Lender a signed copy of the favorable written opinion, and addressed to the Lenders, of Majority Lenders either (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.a counterpart of this Amended Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amended Agreement) that such party has signed a counterpart of this Agreement.
(b) There shall be no actions, counsel for suits or proceedings by or before any arbitrator or governmental authority pending against or to the Borrowerknowledge of the Borrower or the Parent threatened against or affecting the Parent or any of its Subsidiaries or that involve the credit facility contemplated by this Agreement or this Agreement as to which there is a reasonable possibility of an adverse determination and that, substantially in if adversely determined, could reasonably be expected to have a Material Adverse Effect.
(c) On and as of the form Restatement Date (i) the representations and warranties of each Loan Party set forth in Exhibit Bthis Agreement shall be true and correct, and (ii) ▇▇▇▇▇▇ ▇no Default or Event of Default shall have occurred and be continuing.
(d) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Date) of Belgian and United States counsel to the Loan Parties satisfactory to the Administrative Agent covering such matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request. ▇'▇▇▇▇▇The Borrower and the Parent hereby request such counsel to deliver such opinions.
(e) The Administrative Agent shall have received a certificate, Esq.dated the Effective Date and signed by the President, Deputy General Counsel a Vice President or a Financial Officer of the BorrowerBorrower and the Parent, substantially in confirming compliance with the form conditions set forth in Exhibit C, in each case paragraphs (b) and (c) of this Section and setting forth reasonably satisfactory to ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agentsdetailed calculations of compliance with Sections 6.07 and 6.08.
(bf) The Administrative Agent shall have received such other legal opinions, documents and certificates as the Administrative Agent or its counsel may reasonably request on or before the date hereof relating to the organization, existence and good standing of each Obligorthe Loan Parties, the authorization of the Loan Documents and the transactions contemplated thereby Transactions and any other legal matters relating to the foregoingLoan Parties, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received counterparts of this Amended Agreement (or facsimile or other evidence satisfactory to the Administrative Agent and its counsel. provided that this Amended Agreement shall not become effective or be binding on any party hereto unless all of the execution foregoing conditions are satisfied not later than May 21, 2007. The Administrative Agent shall promptly notify the Borrower, the Lenders and each other party to the Existing Agreement of a counterpart hereof) whichthe Restatement Date, when taken togetherand such notice shall be conclusive and binding on all parties hereto. On the Restatement Date, bear the signatures of (i) each party hereto that is not a party the Existing Agreement shall be automatically amended and restated in its entirety to the Original Credit read as this Amended Agreement and (ii) each the Parent shall become a Guarantor party to the Original Credit Agreement whose execution and delivery hereof is required by the terms of the Original Credit Agreement for the effectiveness of this Amended Agreement.
(d) The Borrower shall have consummated an issuance of Series D Senior Secured Notes pursuant to a Debt Incurrence for gross cash proceeds of not less than $275,000,000.
(e) The Administrative Agent shall have received all fees due and payable on or prior to the Restatement Date, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(f) The Borrower shall have prepaid not less than $200,000,000 aggregate principal amount of the Term Loans pursuant to Section 2.09 of the Original Credit Agreement, together with accrued interest thereon and applicable prepayment fees.
(g) The Borrower shall have prepaid all Revolving Loans and Swingline Loans outstanding under the Original Credit Agreement, together with accrued interest thereon and accrued fees thereunder.
Appears in 1 contract
Sources: Credit Agreement (Delhaize Group)
Restatement Date. This Amended Agreement shall become effective upon, and only upon, the satisfaction of each of the following conditions precedent and the obligations of the Lenders to make Loans (other than Term A-2 Loans, which shall be subject to Section 4.02) and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions has been is satisfied (or waived in accordance with Section 9.059.02):
(a) The Administrative Agent (or its counsel) shall have received for the benefit of from each Lender a signed copy of the favorable written opinion, Credit Party and addressed to the Lenders, of each financial institution identified on Schedule 2.01 either (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.a counterpart hereof (and, counsel for the Borroweras applicable, substantially of a Omnibus Amendment and Reaffirmation of Guaranty and Security Documents in the form set forth in of Exhibit B, and E hereto (the “Reaffirmation Agreement”)) signed on behalf of such Credit Party or financial institution or (ii) ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, Esq., Deputy General Counsel of the Borrower, substantially in the form set forth in Exhibit C, in each case reasonably written evidence satisfactory to ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the AgentsAdministrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement or such Reaffirmation Agreement) that such party has signed a counterpart of such document.
(b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request on or before the date hereof relating to the organization, existence and good standing of each Obligor, the authorization of the Loan Documents this Agreement and the transactions contemplated thereby hereby by the Borrowers and any other legal matters relating to the foregoing, all each Subsidiary Guarantor in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received counterparts of this Amended Agreement an executed legal opinion (or facsimile or other evidence addressed to the Administrative Agent and the Lenders) from (i) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, U.S. counsel for the Credit Parties, and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, French counsel for Manitowoc EMEA Holding SARL and Manitowoc Holding Asia SAS, in each case in form and substance satisfactory to the Administrative Agent of the execution of a counterpart hereof) which, when taken together, bear the signatures of (i) each party hereto that is not a party Agent. The Borrower hereby requests such counsel to the Original Credit Agreement and (ii) each party to the Original Credit Agreement whose execution and delivery hereof is required by the terms of the Original Credit Agreement for the effectiveness of this Amended Agreementdeliver such opinions.
(d) The Borrower shall have consummated an issuance of Series D Senior Secured Notes pursuant to a Debt Incurrence for gross cash proceeds of not less than $275,000,000.
(e) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of each Borrower and each Subsidiary Guarantor and the authorization of the Transactions in form and substance satisfactory to the Administrative Agent and its counsel.
(e) The Borrower shall have caused to be delivered to the Administrative Agent insurance certificates or binders naming the Collateral Agent, on behalf of the Secured Creditors, as loss payee for any property insurance policies and additional insured for any general, excess or umbrella, automobile, marine or other similar liability policies, in form and substance acceptable to the Administrative Agent.
(f) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance as of such date with the conditions set forth in paragraphs (a), (b) and (c) of Section 4.03.
(g) The Lenders, the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including including, to the extent invoiced, reimbursement or payment of all out-of-out of pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(fh) The Borrower All principal, interest, fees and other amounts owing under the Existing Credit Agreement shall have prepaid not less been (or shall substantially contemporaneously be) repaid in full (other than $200,000,000 aggregate principal amount the deemed re-issuance of the Term Loans pursuant to Section 2.09 Existing Letters of the Original Credit Agreement, together with accrued interest thereon and applicable prepayment feeshereunder).
(gi) All governmental and third party approvals necessary or, in the reasonable discretion of the Administrative Agent, advisable in connection with the financing contemplated hereby and the continuing operations of the Borrower and their Subsidiaries shall have been obtained and be in full force and effect.
(j) The Borrower Lenders shall have prepaid all Revolving Loans received (i) satisfactory audited consolidated financial statements of the Borrowers for the two most recent fiscal years ended prior to the Restatement Date as to which such financial statements are available and Swingline Loans outstanding under (ii) satisfactory unaudited interim consolidated financial statements of the Original Credit AgreementBorrowers for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this subsection (j) as to which such financial statements are available.
(k) The Administrative Agent, together with accrued in its capacity as Collateral Agent, shall have confirmed that it continues to have Liens creating a first priority security interest thereon and accrued fees thereunderin the Collateral, subject to Permitted Liens.
(l) The Lenders shall have received satisfactory financial projections of the Borrowers for fiscal years 2013 through 2018.
Appears in 1 contract
Sources: Credit Agreement (Manitowoc Co Inc)