BGG » Topics » CONDITIONS PRECEDENT

This excerpt taken from the BGG 8-K filed Jul 18, 2007.

CONDITIONS PRECEDENT

5.01 Conditions of Initial Credit Extensions. The obligation of each Bank to make its initial Credit Extension is subject to the condition that the Administrative Agent shall have received on or before the date of the initial Credit Extension (which, in any event, shall be on or before July 31, 2007) all of the following, in form and substance reasonably satisfactory to the Administrative Agent and each Bank:

(a) Credit Agreement and Notes. This Agreement and the Notes, if any, executed by each party thereto.

 

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(b) Resolutions; Incumbency. A certificate of the Secretary or an Assistant Secretary of the Company and each Guarantor certifying (i) resolutions of the board of directors or equivalent governing body of such entity authorizing the execution and delivery by such entity of the Loan Documents to which it is a party; and (ii) the names and true signatures of the officers of such entity authorized to execute and deliver the Loan Documents to which such entity is a party.

(c) Guaranty. A counterpart of the Guaranty signed by sufficient Subsidiaries to satisfy the requirements of Section 7.13.

(d) Legal Opinions. An opinion of each of (i) Foley & Lardner LLP, counsel to the Loan Parties, substantially in the form of Exhibit D-1, and (ii) Patricia Hanz, Esq., assistant general counsel of the Company, substantially in the form of Exhibit D-2, addressed to the Administrative Agent and the Banks.

(e) Payment of Fees. Evidence of payment by the Company of all accrued and unpaid fees to the extent due and payable on the Closing Date.

(f) Certificate. A certificate signed by a Responsible Officer on behalf of the Company, dated as of the Closing Date, stating that:

(i) the representations and warranties contained in Article VI are true and correct on and as of such date, as though made on and as of such date;

(ii) no Default or Event of Default exists or would result after giving effect to the initial Credit Extension; and

(iii) no event or circumstance has occurred since July 2, 2006 that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(g) Existing Term Agreement. Evidence that all amounts (other than contingent indemnification obligations) payable by the Company under the Existing Term Agreement have been, or concurrently with the initial Credit Extension will be, paid in full.

(h) Other Documents. Such other approvals, opinions, documents or materials as the Administrative Agent or any Bank may reasonably request.

5.02 Conditions to All Credit Extensions. The obligation of each Bank to make any Loan to be made by it (including its initial Loan), and the obligation of any Issuing Bank to issue, and of each Bank to participate in, any Letter of Credit, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date or Issuance Date:

 

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(a) Notice of Borrowing or Issuance. In the case of a Revolving Loan, the Administrative Agent shall have received a Notice of Borrowing; in the case of a Swing Line Loan, the Swing Line Bank shall have received a Swing Line Loan Notice; and in the case of the issuance of a Letter of Credit, the Administrative Agent and the applicable Issuing Bank shall have received an L/C Application or L/C Amendment Application, as required under Section 3.02.

(b) Continuation of Representations and Warranties. The representations and warranties in Article VI (other than subsection 6.10(b) and Section 6.05) shall be true and correct in all material respects on and as of such Borrowing Date or Issuance Date with the same effect as if made on and as of such Borrowing Date or Issuance Date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date).

(c) No Existing Default. No Default or Event of Default shall exist or shall result after giving effect to such Borrowing or Issuance.

Each Notice of Borrowing, and each L/C Application and, if requesting a Credit Extension, L/C Amendment Application, submitted by the Company hereunder shall constitute a representation and warranty by the Company that, as of the date of each such notice and as of each Borrowing Date or Issuance Date, the conditions in subsections 5.02(a), (b) and (c) are satisfied.

This excerpt taken from the BGG 8-K filed Mar 23, 2005.

CONDITIONS PRECEDENT

 

5.01 Conditions of Initial Credit Extensions. The obligation of each Bank to make its initial Credit Extension is subject to the condition that the Administrative Agent shall have received on or before the date of the initial Credit Extension (which, in any event, shall be on or before June 25, 2004) all of the following, in form and substance reasonably satisfactory to the Administrative Agent, and in sufficient copies for each Bank.

 

(a) Credit Agreement and Notes. This Agreement and the Notes, if any, executed by each party thereto.

 

(b) Resolutions; Incumbency. A certificate of the Secretary or an Assistant Secretary of the Company and each Guarantor certifying (i) resolutions of the board of directors or equivalent governing body of such entity authorizing the execution and delivery by such entity of the Loan Documents to which it is a party; and (ii) the names and true signatures of the officers of such entity authorized to execute and deliver the Loan Documents to which such entity is a party.

 

(c) Organization Documents; Good Standing. The Organization Documents of the Company and each Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company and each Guarantor as of such date; and a good standing certificate (or the equivalent) as of a recent date for Company and each Guarantor from the Secretary of State (or comparable officer) of the jurisdiction of its organization.

 

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(d) Guaranty. A counterpart of the Guaranty signed by sufficient Subsidiaries to satisfy the requirements of Section 7.13.

 

(e) Legal Opinions. An opinion of each of (i) Foley & Lardner LLP, counsel to the Loan Parties, substantially in the form of Exhibit D-1, and (ii) Patty Hanz, Esq., associate general counsel of the Company, substantially in the form of Exhibit D-2, addressed to the Administrative Agent and the Banks.

 

(f) Payment of Fees. Evidence of payment by the Company of all accrued and unpaid fees to the extent due and payable on the Closing Date.

 

(g) Certificate. A certificate signed by a Responsible Officer on behalf of the Company, dated as of the Closing Date, stating that:

 

(i) the representations and warranties contained in Article VI are true and correct on and as of such date, as though made on and as of such date;

 

(ii) no Default or Event of Default exists or would result after giving effect to the initial Credit Extension; and

 

(iii) no event or circumstance has occurred since June 27, 2003 that has resulted or could reasonably be expected to result in a Material Adverse Effect.

 

(h) Existing Credit Agreement. Evidence that all amounts (other than contingent indemnification obligations) payable by the Company under the Existing Credit Agreement have been, or concurrently with the initial Credit Extension will be, paid in full.

 

(i) Compliance Certificate. A Compliance Certificate (with calculations of covenants as of March 28, 2004).

 

(j) Other Documents. Such other approvals, opinions, documents or materials as the Administrative Agent or any Bank may reasonably request.

 

5.02 Conditions to All Credit Extensions. The obligation of each Bank to make any Loan to be made by it (including its initial Loan), and the obligation of the Issuing Bank to issue, and of each Bank to participate in, any Letter of Credit, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date or Issuance Date:

 

(a) Notice of Borrowing or Issuance. In the case of a Revolving Loan, the Administrative Agent shall have received a Notice of Borrowing; in the case of a Swing Line Loan, the Swing Line Bank shall have received a Swing Line Loan Notice; and in the case of the issuance of a Letter of Credit, the Administrative Agent and the Issuing Bank shall have received an L/C Application or L/C Amendment Application, as required under Section 3.02.

 

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(b) Continuation of Representations and Warranties. The representations and warranties in Article VI (other than (i) subsection 6.10(b) and (ii) solely in the case of any Loan the proceeds of which are to be used to repay maturing commercial paper of the Company, Section 6.05) shall be true and correct on and as of such Borrowing Date or Issuance Date with the same effect as if made on and as of such Borrowing Date or Issuance Date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date).

 

(c) No Existing Default. No Default or Event of Default shall exist or shall result after giving effect to such Borrowing or Issuance.

 

Each Notice of Borrowing, and each L/C Application and, if requesting a Credit Extension, L/C Amendment Application, submitted by the Company hereunder shall constitute a representation and warranty by the Company that, as of the date of each such notice and as of each Borrowing Date or Issuance Date, the conditions in subsections 5.02(a), (b) and (c) are satisfied.

 

This excerpt taken from the BGG 8-K filed Feb 15, 2005.

CONDITIONS PRECEDENT

 

5.1 Conditions Precedent. The obligation of each Bank to make its Loan is subject to the condition that (i) no Default or Event of Default shall exist or would result from the making of the Loans; (ii) each of the representations and warranties set forth in Section 6 shall be true and correct; and (iii) the Administrative Agent shall have received on or before the Closing Date all of the following, in form and substance reasonably satisfactory to the Administrative Agent, and (except for any Note) in sufficient copies for each Bank.

 

5.1.1 Notes. All Notes requested by Banks pursuant to Section 3.2.

 

5.1.2 Resolutions; Incumbency. A certificate of the Secretary or an Assistant Secretary of the Company and each Guarantor certifying (i) resolutions of the board of directors or equivalent governing body of such entity authorizing the execution and delivery by such entity of the Loan Documents to which it is a party; and (ii) the names and true signatures of the officers of such entity authorized to execute and deliver the Loan Documents to which such entity is a party.

 

5.1.3 Organization Documents; Good Standing. The Organization Documents of the Company and each Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company and each Guarantor as of such date; and a good standing certificate (or the equivalent) as of a recent date for Company and each Guarantor from the Secretary of State (or comparable officer) of the jurisdiction of its organization.

 

5.1.4 Guaranty. A counterpart of the Guaranty signed by sufficient Subsidiaries to satisfy the requirements of Section 7.13.

 

5.1.5 Legal Opinions. An opinion of each of (i) Foley & Lardner LLP, counsel to the Loan Parties, substantially in the form of Exhibit D-1, and (ii) Patty Hanz, Esq., associate general counsel of the Company, substantially in the form of Exhibit D-2, addressed to the Administrative Agent and the Banks.

 

5.1.6 Payment of Fees. Evidence of payment by the Company of all accrued and unpaid fees to the extent due and payable on the Closing Date.

 

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5.1.7 Certificate. A certificate signed by a Responsible Officer on behalf of the Company, dated as of the Closing Date, stating that: (i) the representations and warranties contained in Section 6 are true and correct on and as of such date, as though made on and as of such date; (ii) no Default or Event of Default exists or would result after giving effect to the Loans; and (iii) no event or circumstance has occurred since June 27, 2004 that has resulted or could reasonably be expected to result in a Material Adverse Effect.

 

5.1.8 Compliance Certificate. A Compliance Certificate (with calculations of covenants as of December 26, 2004.

 

5.1.9 Bankruptcy Court Approval. An order issued by the United States Bankruptcy Court for the Middle District of Tennessee under Section 363 of the Bankruptcy Code approving the purchase by the Company of the Murray Assets.

 

5.1.10 Other Documents. Such other approvals, opinions, documents or materials as the Administrative Agent or any Bank may reasonably request.

 

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