This excerpt taken from the YUM 10-Q filed May 3, 2007.
Conditions. The consummation of the transactions set forth in Section 3 of this Agreement shall be subject to the satisfaction (or waiver in accordance with Section 5 below) of the following conditions precedent:
(a) The Facility Agent (or its counsel) shall have received from each of the Company, the Borrowers and the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Facility Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Facility Agent shall have received a favorable written opinion (addressed to the Facility Agent and the Lenders and dated the Amendment Effective Date) of each of Mayer, Brown, Rowe & Maw LLP, Stikeman Elliot, LLP, Kaufhold Ossola & Associés, avocats and Linklaters, US counsel, Canadian counsel, Luxembourg counsel and UK counsel, respectively, for the Loan Parties, substantially in the form of Exhibits B-1, B-2, B-3 and B-4 respectively, and covering such other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Required Lenders shall reasonably request. Each of the Company and the Borrowers hereby requests such counsel to deliver such opinion.
(c) The Facility Agent shall have received such documents and certificates as the Facility Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Restatement Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions, all in form and substance reasonably satisfactory to the Facility Agent and its counsel.
(d) The Facility Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, solely in his capacity as such and not individually, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Restated Credit Agreement.
(e) The Facility Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, as applicable, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company or any Borrower hereunder or under the Existing Credit Agreement.
(f) To the extent requested, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable know your customer and anti-money laundering rules and regulations, including the USA Patriot Act.
(g) If and to the extent that any Revolving Borrowing is outstanding under the Existing Credit Agreement on the Amendment Effective Date, and after giving effect to the Restatement Transactions, the Loans included in such Revolving Borrowing would not be held ratably by the Lenders in accordance with their Commitments, then the applicable Borrower shall prepay such Revolving Borrowing on the Amendment Effective Date. If any Canadian Swingline Loan (as defined in the Existing Credit Agreement) is outstanding on the Amendment Effective Date, then the Canadian Borrower shall prepay such Canadian Swingline Loan on the Amendment Effective Date.
The Facility Agent shall notify the Company and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Section 3 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 5 below) at or prior to 5:00 pm, New York City time, on September 15, 2006 (and, in the event such conditions are not so satisfied or waived, the Existing Credit Agreement shall remain in effect without giving effect to any provisions of this Agreement).