Transaction, etc. The following transactions (collectively with ---------------- all other transactions in connection therewith, the "Transaction") shall ----------- have been consummated: (i) The current common shareholders of DCI shall each have contributed to Holdings approximately 40% of the common equity of DCI held by each of them (the "40% Shares"); ---------- (ii) Holdings shall have contributed the 40% Shares to New Intermediate Holdco; (iii) New Intermediate Holdco and investment funds managed by Xxxx Capital each shall have contributed all of the common equity of DCI then held by each of them to a Wholly Owned Subsidiary of New Intermediate Holdco, a newly formed Delaware corporation, Details Merger Corp. I ("MergerCo I"), and in return shall have received an ---------- equal number of shares of the common equity of MergerCo I; (iv) MergerCo I shall have merged with and into DCI, the holders of all of the outstanding common equity of DCI (other than that held by Xxxx Capital and MergerCo I) shall have received an aggregate amount of approximately $67,000,000 in exchange for the cancellation of such common equity, the holders of the Class A Preferred Stock of DCI shall have received an aggregate amount of approximately $12,316,000 in exchange for the cancellation of such Class A Preferred Stock and the Class B Preferred Stock of DCI (the "DCI Preferred Stock") will remain outstanding; ------------------- (v) New Intermediate Holdco shall have received not less than $33,000,000 in net proceeds from the issuance of the New Intermediate Holdco Notes, which proceeds shall be lent to DCI, in each case, on terms and conditions reasonably satisfactory to the Administrative Agent; and (vi) The transactions undertaken pursuant to clauses (i) through (v) above shall be undertaken pursuant to the Transaction Documents and in form and substance consistent with the terms previously disclosed to the Administrative Agent in writing and on other terms reasonably satisfactory to the Lenders.
Appears in 1 contract
Transaction, etc. The following transactions (collectively with ---------------- all other transactions conditions in connection therewith, respect of the "Transaction") Transaction shall ----------- have been consummatedsatisfied:
(i) The current common shareholders of DCI shall each have contributed to Holdings approximately 40% Each of the common equity Contribution, the IPO, the Distribution, the offering of DCI held by each of them (the "40% Shares"); ----------
(ii) Holdings Notes and, if consummated on or prior to the Closing Date, the Spin-Off/Split-Off shall have contributed been consummated pursuant to the 40% Shares to New Intermediate Holdco;
(iii) New Intermediate Holdco and investment funds managed by Xxxx Capital each shall have contributed all of the common equity of DCI then held by each of them to a Wholly Owned Subsidiary of New Intermediate Holdco, a newly formed Delaware corporation, Details Merger Corp. I ("MergerCo I"), and in return shall have received an ---------- equal number of shares of the common equity of MergerCo I;
(iv) MergerCo I shall have merged with and into DCI, the holders of all of the outstanding common equity of DCI (other than that held by Xxxx Capital and MergerCo I) shall have received an aggregate amount of approximately $67,000,000 in exchange for the cancellation of such common equity, the holders of the Class A Preferred Stock of DCI shall have received an aggregate amount of approximately $12,316,000 in exchange for the cancellation of such Class A Preferred Stock and the Class B Preferred Stock of DCI (the "DCI Preferred Stock") will remain outstanding; -------------------
(v) New Intermediate Holdco shall have received not less than $33,000,000 in net proceeds from the issuance of the New Intermediate Holdco Notes, which proceeds shall be lent to DCITransaction Documentation, in each case, case on terms and conditions reasonably satisfactory to the Administrative Agent; and, in particular:
(viA) The transactions undertaken KMG and its Subsidiaries shall have contributed all of its right, title and interest in the Capital Stock of the Borrower to Holdings and all of its right, title and interest in the Capital Stock of the Contributed Subsidiaries (other than the Borrower) owned on or prior to the Closing Date by KMG and its Subsidiaries to the Borrower; and in each case such Capital Stock shall constitute all of the outstanding capital stock of each such entity owned on or prior to the Closing Date by KMG and its Subsidiaries; and
(B) On the Closing Date, there shall be no indebtedness owing by Holdings or any of the Contributed Subsidiaries to KMG or any of its Subsidiaries (other than Holdings and the Contributed Subsidiaries);
(ii) Holdings shall have received gross cash proceeds from the IPO in an amount not less than 27% of the aggregate gross proceeds of (x) borrowings under the Tranche A Term Loan and the Senior Notes and (y) the IPO;
(iii) the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes on terms and pursuant to clauses (i) through (v) above shall be undertaken pursuant to the Transaction Documents and in form and substance consistent with the terms previously disclosed to the Administrative Agent in writing and on other terms documentation reasonably satisfactory to the LendersArrangers;
(iv) the capital structure of each Loan Party after giving effect to the Transaction shall be as described in Schedule 4.15(a); and
(v) the cash and cash equivalents of Holdings and its consolidated subsidiaries on hand on the Closing Date after giving effect to the Distribution and excluding any funds borrowed under the Revolving Credit Facility shall be at least $40,000,000.
Appears in 1 contract
Samples: Credit Agreement (Tronox Inc)
Transaction, etc. The following transactions shall be consummated (collectively with ---------------- all other transactions the events described in connection therewithclauses (i) through (iv) below, the "Transaction") shall ----------- have been consummated:):
(iA) The current common shareholders of DCI Sunshine Merger II shall each have contributed to Holdings approximately 40% acquired all of the issued and outstanding common stock or other equity interests of DCI held the Surviving US Borrower as a result of the merger of Sunshine Merger Corporation with and into the Surviving US Borrower pursuant to the Initial Merger Agreement, (B) NSULC 2 shall have acquired all of the issued and outstanding common stock or other equity interests of the Surviving US Borrower as a result of the merger of Sunshine Merger II with and into the Surviving US Borrower pursuant to the Second Merger Agreement, (C) NSULC 2 shall have sold all of the issued and outstanding common stock of the Surviving US Borrower to the Initial US Borrower in exchange for the elimination of certain indebtedness owed by each NSULC 2 to the Initial US Borrower and (D) Holdings shall have acquired all of them the issued and outstanding common stock or other equity interests of the Surviving US Borrower as a result of the merger of the Initial US Borrower with and into the Surviving US Borrower pursuant to the Third Merger Agreement (collectively, the "40% SharesUS Merger Transactions"); ----------;
(ii) Holdings shall have received (and shall have contributed to the 40Initial US Borrower) cash from the proceeds of equity issued by Holdings to funds managed by the Sponsor, and rollover equity contributed by Xxxxxxx X. Xxxxx in an amount which, when added to the amount of such cash equity proceeds, equals at least 45% Shares of the pro forma capitalization of the US Borrower after giving effect to New Intermediate Holdcothe Transaction;
(iii) New Intermediate Holdco and investment funds managed by Xxxx Capital each shall have contributed all of the common equity of DCI then held by each of them to a Wholly Owned Subsidiary of New Intermediate Holdco, a newly formed Delaware corporation, Details Merger Corp. I ("MergerCo I"), and in return Initial US Borrower shall have received an ---------- equal number of shares of the common equity of MergerCo I;
(iv) MergerCo I shall have merged with and into DCI, the holders of all of the outstanding common equity of DCI (other than that held by Xxxx Capital and MergerCo I) shall have received an aggregate amount of approximately at least $67,000,000 205,000,000 in exchange for the cancellation of such common equity, the holders of the Class A Preferred Stock of DCI shall have received an aggregate amount of approximately $12,316,000 in exchange for the cancellation of such Class A Preferred Stock and the Class B Preferred Stock of DCI (the "DCI Preferred Stock") will remain outstanding; -------------------
(v) New Intermediate Holdco shall have received not less than $33,000,000 in net gross cash proceeds from the issuance of the New Intermediate Holdco Senior Subordinated Notes, which proceeds shall be lent to DCI, in each case, on terms and conditions reasonably satisfactory to the Administrative Agent; and
(viiv) The transactions undertaken pursuant to clauses (i) through (v) above shall be undertaken pursuant to the Transaction Documents and in form and substance consistent with the terms previously disclosed to the Administrative Agent shall have received satisfactory evidence that (A) in writing the case of the Existing US Credit Agreement, it shall have been terminated and on other terms all amounts thereunder shall have been paid in full and reasonably satisfactory to arrangements shall have been made for the Lenderstermination of all Liens granted in connection therewith and (B) in the case of the Existing CDN Credit Agreement, all commitments thereunder shall have been terminated and all amounts thereunder (other than in respect of the Existing Letter of Credit) shall have been paid in full and reasonably satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith (other than Liens on cash collateral in respect of the Existing Letter of Credit in an amount not exceeding the face amount thereof).
Appears in 1 contract
Transaction, etc. The following transactions (collectively i) On or prior to the Effective Date, there ----------------- shall have been delivered to the Lenders copies of all Transaction Documents, all of which shall be certified by a Responsible Officer of the Borrower and/or its Subsidiaries as true and correct and be in full force and effect and shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders. On the Effective Date, the Transaction shall have been consummated in accordance with ---------------- the Transaction Documents and all other transactions in applicable laws. All conditions to the consummation of the Transaction under the Transaction Documents and related material agreements shall have been satisfied, without waiver or modification (except with the consent of the Administrative Agent, which consent shall not be unreasonably withheld).
(ii) In connection therewith, the "Transaction"transactions described below (and to the extent any of the other transactions described on the Sources and Uses Table attached to the Securities Purchase Agreement (and updated through the Effective Date) are to be consummated with such transactions) shall ----------- have been consummatedconsummated prior to or concurrently with the funding of the initial Loans hereunder and pursuant to documents, and in a manner, reasonably satisfactory to the Administrative Agent and the Lenders:
(iA) The current common shareholders the Borrower shall have received at least $1,000,000,000 in gross cash proceeds from the issuance of DCI New Preferred Stock to the Sponsors, provided that such amount may be reduced by (x) the excess cash proceeds of dispositions of Arcadian Hotels (such reduction not to exceed $300,000,000) as more fully described in the Securities Purchase Agreement, so long as all proceeds thereof have been used to permanently repay outstandings under the Existing Credit Agreement and (y) an amount not to exceed $45,000,000 so long as the Sponsor obligated to invest such amount shall each have contributed be obligated to Holdings approximately 40% do so within one day in a manner satisfactory to the Administrative Agent (it being agreed and understood that the failure of the common equity Borrower to receive such amount, which may be received from such Sponsor or any other Sponsor, shall be an Event of DCI held by each of them (the "40% Shares"Default); ----------
(ii) Holdings shall have contributed the 40% Shares to New Intermediate Holdco;
(iiiB) New Intermediate Holdco and investment funds managed by Xxxx Capital each shall have contributed all of the common equity of DCI then held by each of them to a Wholly Owned Subsidiary of New Intermediate Holdco, a newly formed Delaware corporation, Details Merger Corp. I ("MergerCo I"), and in return Borrower shall have received an ---------- equal number of shares of the common equity of MergerCo I;
(iv) MergerCo I shall have merged with and into DCI, the holders of all of the outstanding common equity of DCI (other than that held by Xxxx Capital and MergerCo I) shall have received an aggregate amount of approximately at least $67,000,000 650,000,000 in exchange for the cancellation of such common equity, the holders of the Class A Preferred Stock of DCI shall have received an aggregate amount of approximately $12,316,000 in exchange for the cancellation of such Class A Preferred Stock and the Class B Preferred Stock of DCI (the "DCI Preferred Stock") will remain outstanding; -------------------
(v) New Intermediate Holdco shall have received not less than $33,000,000 in net gross cash proceeds from the issuance of the New Intermediate Holdco Notes, which proceeds Senior Notes or the incurrence of Increasing Rate Term Loan;
(C) the Borrower shall be lent to DCI, in each case, on terms and conditions reasonably satisfactory have settled for cash its outstanding Existing Equity Forwards (to the Administrative Agentextent not previously settled by the sale of Old Patriot common stock by any counterparty thereto) and repaid and/or refinanced its Indebtedness (other than Existing Indebtedness); and
(viD) The transactions undertaken pursuant to clauses (ix) through (v) above shall be undertaken pursuant to the Transaction Documents and in form and substance consistent with the terms previously disclosed to the Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated and all amounts thereunder shall have been paid in writing full (or with respect to letters of credit, assumed under this Agreement) and on other terms reasonably (y) satisfactory to arrangements shall have been made for the Lenderstermination of all Liens granted in connection therewith.
Appears in 1 contract
Transaction, etc. The following transactions (collectively i) On or prior to the Effective Date, there ----------------- shall have been delivered to the Lenders copies of all Transaction Documents, all of which shall be certified by a Responsible Officer of the Borrower and/or its Subsidiaries as true and correct and be in full force and effect and shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders. On the Effective Date, the Transaction shall have been consummated in accordance with ---------------- the Transaction Documents and all other transactions in applicable laws. All conditions to the consummation of the Transaction under the Transaction Documents and related material agreements shall have been satisfied, without waiver or modification (except with the consent of the Administrative Agent, which consent shall not be unreasonably withheld).
(ii) In connection therewith, the "Transaction"transactions described below (and to the extent any of the other transactions described on the Sources and Uses Table attached to the Securities Purchase Agreement (and updated through the Effective Date) are to be consummated with such transactions) shall ----------- have been consummatedconsummated prior to or concurrently with the funding of the initial Loans hereunder and pursuant to documents, and in a manner, reasonably satisfactory to the Administrative Agent and the Lenders:
(iA) The current common shareholders of DCI shall each have contributed to Holdings approximately 40% of the common equity of DCI held by each of them (the "40% Shares"); ----------
(ii) Holdings shall have contributed the 40% Shares to New Intermediate Holdco;
(iii) New Intermediate Holdco and investment funds managed by Xxxx Capital each shall have contributed all of the common equity of DCI then held by each of them to a Wholly Owned Subsidiary of New Intermediate Holdco, a newly formed Delaware corporation, Details Merger Corp. I ("MergerCo I"), and in return Borrower shall have received an ---------- equal number of shares of the common equity of MergerCo I;
(iv) MergerCo I shall have merged with and into DCI, the holders of all of the outstanding common equity of DCI (other than that held by Xxxx Capital and MergerCo I) shall have received an aggregate amount of approximately at least $67,000,000 1,000,000,000 in exchange for the cancellation of such common equity, the holders of the Class A Preferred Stock of DCI shall have received an aggregate amount of approximately $12,316,000 in exchange for the cancellation of such Class A Preferred Stock and the Class B Preferred Stock of DCI (the "DCI Preferred Stock") will remain outstanding; -------------------
(v) New Intermediate Holdco shall have received not less than $33,000,000 in net gross cash proceeds from the issuance of New Preferred Stock to the New Intermediate Holdco NotesSponsors, which provided that such amount may be reduced by (x) the excess cash proceeds of dispositions of Arcadian Hotels (such reduction not to exceed $300,000,000) as more fully described in the Securities Purchase Agreement, so long as all proceeds thereof have been used to permanently repay outstandings under the Existing Credit Agreement and (y) an amount not to exceed $45,000,000 so long as the Sponsor obligated to invest such amount shall be lent obligated to DCI, do so within two days in each case, on terms and conditions reasonably a manner satisfactory to the Administrative AgentAgent (it being agreed and understood that the failure of the Borrower to receive such amount shall be an Event of Default);
(B) the Borrower shall have received at least $1,300,000,000 in gross cash proceeds from the incurrence of the Term Loans;
(C) the Borrower shall have settled for cash its outstanding Existing Equity Forwards (to the extent not previously settled by the sale of Old Patriot common stock by any counterparty thereto) and repaid and/or refinanced its Indebtedness (other than Existing Indebtedness); and
(viD) The transactions undertaken pursuant to clauses (ix) through (v) above shall be undertaken pursuant to the Transaction Documents and in form and substance consistent with the terms previously disclosed to the Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated and all amounts thereunder shall have been paid in writing full and on other terms reasonably (y) satisfactory to arrangements shall have been made for the Lenderstermination of all Liens granted in connection therewith.
Appears in 1 contract
Samples: Increasing Rate Note Purchase and Loan Agreement (Wyndham International Inc)
Transaction, etc. The following transactions (collectively with ---------------- all other transactions in connection therewith, the "Transaction") shall ----------- have been consummated:
(i) The current common shareholders of DCI shall each have contributed to Holdings approximately 40% of the common equity of DCI held by each of them (the "40% Shares"); ----------
(ii) Holdings shall have contributed the 40% Shares to New Intermediate Holdco;
(iii) New Intermediate Holdco and investment funds managed by Xxxx Capital each shall have contributed all of the common equity of DCI then held by each of them to a Wholly Owned Subsidiary of New Intermediate Holdco, a newly formed Delaware corporation, Details Merger Corp. I ("MergerCo I"), and in return shall have received an ---------- equal number of shares of the common equity of MergerCo I;
(iv) MergerCo I shall have merged with and into DCI, the holders of all of the outstanding common equity of DCI (other than that held by Xxxx Capital and MergerCo I) shall have received an aggregate amount of approximately $67,000,000 in exchange for the cancellation of such common equity, the holders of the Class A Preferred Stock of DCI shall have received an aggregate amount of approximately $12,316,000 in exchange for the cancellation of such Class A Preferred Stock and the Class B Preferred Stock of DCI (the "DCI Preferred Stock") will remain outstanding; -------------------;
(v) New Intermediate Holdco shall have received not less than $33,000,000 in net proceeds from the issuance of the New Intermediate Holdco Notes, which proceeds shall be lent to DCI, in each case, on terms and conditions reasonably satisfactory to the Administrative Agent; and
(vi) The transactions undertaken pursuant to clauses (i) through (v) above shall be undertaken pursuant to the Transaction Documents and in form and substance consistent with the terms previously disclosed to the Administrative Agent in writing and on other terms reasonably satisfactory to the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Ddi Corp)
Transaction, etc. The following transactions (collectively with ---------------- i) On or prior to the Effective Date, there shall have been delivered to the Lenders copies of all other transactions Transaction Documents, all of which shall be certified by a Responsible Officer of the Borrower as true and correct, and each such Transaction Document shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Administrative Agent.
(ii) In connection therewith, the "Transaction"transactions described below (and to the extent any of the other transactions described on the Sources and Uses Table attached to the Commitment Letter, dated as of March 24, 2005, among the Borrower, JPMorgan Chase, Bear Xxxxxxx Corporate Lending and the Joint Lead Arrangers (and updated through the Effective Date) are to be consummated with such transactions) shall ----------- have been consummatedconsummated prior to or concurrently with the funding of the initial Loans hereunder:
(iA) The current common shareholders of DCI shall each have contributed to Holdings approximately 40% of the common equity of DCI held by each of them (the "40% Shares"); ----------
(ii) Holdings Borrower shall have contributed received $350,059,083 in gross cash proceeds from the 40% Shares Portfolio Sale and the net cash proceeds thereof have been used to New Intermediate Holdcopermanently repay outstandings under the Existing Credit Agreement in accordance with the terms thereof;
(iiiB) New Intermediate Holdco and investment funds managed by Xxxx Capital each shall have contributed all of the common equity of DCI then held by each of them to a Wholly Owned Subsidiary of New Intermediate Holdco, a newly formed Delaware corporation, Details Merger Corp. I ("MergerCo I"), and in return Borrower shall have received an ---------- equal number of shares of the common equity of MergerCo I;
(iv) MergerCo I shall have merged with and into DCI, the holders of all of the outstanding common equity of DCI (other than that held by Xxxx Capital and MergerCo I) shall have received an aggregate amount of approximately at least $67,000,000 675,000,000 in exchange for the cancellation of such common equity, the holders of the Class A Preferred Stock of DCI shall have received an aggregate amount of approximately $12,316,000 in exchange for the cancellation of such Class A Preferred Stock and the Class B Preferred Stock of DCI (the "DCI Preferred Stock") will remain outstanding; -------------------
(v) New Intermediate Holdco shall have received not less than $33,000,000 in net gross cash proceeds from the issuance of the New Intermediate Holdco Notes, which CMBS and the net cash proceeds shall be lent thereof have been used to DCI, permanently repay outstandings under the Existing Credit Agreement in each case, on terms and conditions reasonably satisfactory to the Administrative Agent; and
(vi) The transactions undertaken pursuant to clauses (i) through (v) above shall be undertaken pursuant to the Transaction Documents and in form and substance consistent accordance with the terms previously disclosed thereof;
(C) the Borrower shall have received at least $140,000,000 in gross cash proceeds from the loans made under the Second-Lien Credit Agreement and the net cash proceeds thereof have been used to permanently repay outstandings under the Administrative Agent Existing Credit Agreement in writing accordance with the terms thereof and/or to fund the PCE Escrow;
(D) the Borrower shall have received at least $100,000,000 in gross cash proceeds from the loans under the Mezzanine Documents and on other the Net Cash Proceeds thereof have been used to permanently repay outstandings under the Existing Credit Agreement in accordance with the terms reasonably satisfactory to the Lenders.thereof; and
Appears in 1 contract
Transaction, etc. The following transactions (collectively with ---------------- all other transactions conditions in connection therewith, respect of the "Transaction") Transaction shall ----------- have been consummatedsatisfied:
(i) The current common shareholders of DCI shall each have contributed to Holdings approximately 40% Each of the common equity Contribution, the IPO, the Distribution, the offering of DCI held by each of them (the "40% Shares"); ----------
(ii) Holdings Notes and, if consummated on or prior to the Closing Date, the Spin-Off/Split-Off shall have contributed been consummated pursuant to the 40% Shares to New Intermediate Holdco;
(iii) New Intermediate Holdco and investment funds managed by Xxxx Capital each shall have contributed all of the common equity of DCI then held by each of them to a Wholly Owned Subsidiary of New Intermediate Holdco, a newly formed Delaware corporation, Details Merger Corp. I ("MergerCo I"), and in return shall have received an ---------- equal number of shares of the common equity of MergerCo I;
(iv) MergerCo I shall have merged with and into DCI, the holders of all of the outstanding common equity of DCI (other than that held by Xxxx Capital and MergerCo I) shall have received an aggregate amount of approximately $67,000,000 in exchange for the cancellation of such common equity, the holders of the Class A Preferred Stock of DCI shall have received an aggregate amount of approximately $12,316,000 in exchange for the cancellation of such Class A Preferred Stock and the Class B Preferred Stock of DCI (the "DCI Preferred Stock") will remain outstanding; -------------------
(v) New Intermediate Holdco shall have received not less than $33,000,000 in net proceeds from the issuance of the New Intermediate Holdco Notes, which proceeds shall be lent to DCITransaction Documentation, in each case, case on terms and conditions reasonably satisfactory to the Administrative Agent; and, in particular:
(viA) The transactions undertaken KMG and its Subsidiaries shall have contributed all of its right, title and interest in the Capital Stock of the Borrower to Holdings and all of its right, title and interest in the Capital Stock of the Contributed Subsidiaries (other than the Borrower) owned on or prior to the Closing Date by KMG and its Subsidiaries to the Borrower; and in each case such Capital Stock shall constitute all of the outstanding capital stock of each such entity owned on or prior to the Closing Date by KMG and its Subsidiaries; and
(B) On the Closing Date, there shall be no indebtedness owing by Holdings or any of the Contributed Subsidiaries to KMG or any of its Subsidiaries (other than Holdings and the Contributed Subsidiaries);
(ii) Holdings shall have received gross cash proceeds from the IPO in an amount not less than 27% of the aggregate gross proceeds of (x) borrowings under the Term Loan and the Senior Notes and (y) the IPO;
(iii) the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes on terms and pursuant to clauses (i) through (v) above shall be undertaken pursuant to the Transaction Documents and in form and substance consistent with the terms previously disclosed to the Administrative Agent in writing and on other terms documentation reasonably satisfactory to the LendersArrangers;
(iv) the capital structure of each Loan Party after giving effect to the Transaction shall be as described in Schedule 4.15(a); and
(v) the cash and cash equivalents of Holdings and its consolidated subsidiaries on hand on the Closing Date after giving effect to the Distribution and excluding any funds borrowed under the Revolving Credit Facility shall be at least $40,000,000.
Appears in 1 contract
Samples: Credit Agreement (Tronox Inc)
Transaction, etc. The following transactions (collectively with ---------------- i) On or prior to the Effective Date, there shall have been delivered to the Lenders copies of all other transactions Transaction Documents, all of which shall be certified by a Responsible Officer of the Borrower as true and correct, and each such Transaction Document shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Administrative Agent.
(ii) In connection therewith, the "Transaction"transactions described below (and to the extent any of the other transactions described on the Sources and Uses Table attached to the Commitment Letter dated as of March 24, 2005, among the Borrower, JPMorgan Chase, Bear Xxxxxxx Corporate Lending and the Joint Lead Arrangers (and updated through the Effective Date) are to be consummated with such transactions) shall ----------- have been consummatedconsummated prior to or concurrently with the funding of the initial Loans hereunder:
(iA) The current common shareholders of DCI shall each have contributed to Holdings approximately 40% of the common equity of DCI held by each of them (the "40% Shares"); ----------
(ii) Holdings Borrower shall have contributed received $350,059,083 in gross cash proceeds from the 40% Shares Portfolio Sale and the net cash proceeds thereof have been used to New Intermediate Holdcopermanently repay outstandings under the Existing Credit Agreement in accordance with the terms thereof;
(iiiB) New Intermediate Holdco and investment funds managed by Xxxx Capital each shall have contributed all of the common equity of DCI then held by each of them to a Wholly Owned Subsidiary of New Intermediate Holdco, a newly formed Delaware corporation, Details Merger Corp. I ("MergerCo I"), and in return Borrower shall have received an ---------- equal number of shares of the common equity of MergerCo I;
(iv) MergerCo I shall have merged with and into DCI, the holders of all of the outstanding common equity of DCI (other than that held by Xxxx Capital and MergerCo I) shall have received an aggregate amount of approximately at least $67,000,000 675,000,000 in exchange for the cancellation of such common equity, the holders of the Class A Preferred Stock of DCI shall have received an aggregate amount of approximately $12,316,000 in exchange for the cancellation of such Class A Preferred Stock and the Class B Preferred Stock of DCI (the "DCI Preferred Stock") will remain outstanding; -------------------
(v) New Intermediate Holdco shall have received not less than $33,000,000 in net gross cash proceeds from the issuance of the New Intermediate Holdco Notes, which CMBS and the net cash proceeds shall be lent thereof have been used to DCI, permanently repay outstandings under the Existing Credit Agreement in each case, on terms and conditions reasonably satisfactory to the Administrative Agent; and
(vi) The transactions undertaken pursuant to clauses (i) through (v) above shall be undertaken pursuant to the Transaction Documents and in form and substance consistent accordance with the terms previously disclosed thereof;
(C) the Borrower shall have received at least $555,000,000 in gross cash proceeds from the initial loans made under the First-Lien Credit Agreement on the Effective Date and the net cash proceeds thereof have been used to permanently repay outstandings under the Administrative Agent Existing Credit Agreement in writing accordance with the terms thereof and/or to fund the PCE Escrow;
(D) the Borrower shall have received at least $100,000,000 in gross cash proceeds from the loans under the Mezzanine Documents and on other the Net Cash Proceeds thereof have been used to permanently repay outstandings under the Existing Credit Agreement in accordance with the terms reasonably satisfactory to the Lenders.thereof; and
Appears in 1 contract
Samples: Second Lien Credit Agreement (Wyndham International Inc)