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SYT » Topics » SCHEDULE 2 CONDITIONS PRECEDENT DOCUMENTS PART 1 TO BE DELIVERED BEFORE THE FIRST ADVANCE

This excerpt taken from the SYT 20-F filed Mar 16, 2005.

SCHEDULE 2

     CONDITIONS PRECEDENT DOCUMENTS

PART 1

TO BE DELIVERED BEFORE THE FIRST ADVANCE

1. Original Obligors
 
1.1 A copy of the constitutional documents of the Original Obligors.
 
1.2 A copy of a resolution of the board of directors of the Original Obligors:
 
  (a) approving the terms of, and the transactions contemplated by, the Finance Documents and resolving that it execute and, where applicable, deliver the Finance Documents to which it is a party;
 
  (b) authorising a specified person or persons to execute and, where applicable, deliver the Finance Documents to which it is a party on its behalf; and
 
  (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including Requests) to be signed and/or despatched by it under or in connection with the Finance Documents;
 
1.3 a specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above;
 
1.4 a certificate of a director of the Parent confirming that the borrowing or guaranteeing of the Total Commitments in full would not cause any borrowing or guaranteeing limit (as applicable) binding on any Original Obligor to be exceeded; and
 
1.5 a certificate of an Authorised Signatory of the Parent certifying that each copy document specified in Part 1 of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Signing Date.
 
2. Legal Opinion
 
2.1 A legal opinion of Allen & Overy LLP London in relation to English law.
 
2.2 A legal opinion of Allen & Overy LLP New York in relation to U.S. law.
 
2.3 A legal opinion of Allen & Overy Luxembourg in relation to Luxembourg law.
 
2.4 A legal opinion of Niederer Kraft & Frey in relation to Swiss law.
 
3. Other documents
 
3.1 Original Group Accounts.
 
3.2 Evidence of prepayment and cancellation in full of the Existing Facility on or before the first Utilisation Date.
 
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3.3 The latest audited annual financial statements for each Original Obligor (or, in the case of Syngenta Wilmington Inc, its latest financial statements) .
 
3.4 For any Original Obligor which is not incorporated under the laws of England and Wales, evidence that an agent for service of process in England (and which is acceptable to the Agent) has accepted its appointment.
 
3.5 Evidence that all fees and expenses then due and payable by the Obligors under the Finance Documents have been or will be paid on or before the first Utilisation Date.
 
3.6 A copy of any other authorisation or other document, opinion or assurance which the Agent notifies the Parent is necessary in connection with the entry into and performance of, and the transactions contemplated by, the Finance Documents or for the validity and enforceability of any Finance Document.
 
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