SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 shall become effective on and
as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied:
(a) No event or development shall have occurred or failed to occur, and no action shall have been taken or
failed to have been taken, by or on behalf of any Borrower or any of its Subsidiaries that, either individually or in the
aggregate, has had or could reasonably be expected to have a Material Adverse Effect since December 31, 2006. No fact or
circumstance shall be known by any Borrower that, either individually or in the aggregate, has had or could reasonably be
expected to have (so far as such Borrower can reasonably foresee) a Material Adverse Effect since December 31, 2006.
(b) All governmental and other third party consents and approvals necessary in connection with this
Agreement and the Notes and with the transactions contemplated hereby shall have been obtained (without the imposition of
any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect; and no law or regulation shall be
applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions on this
Agreement or any Note or upon any of the transactions contemplated hereby.
(c) The Company shall have notified each Lender and the Administrative Agent in writing as to the proposed
Effective Date.
(d) All accrued fees and, to the extent invoices have been delivered to the Company on or prior to such date,
all accrued expenses of the Administrative Agent and the Lenders (including, without limitation, all accrued fees and
expenses of counsel for the Administrative Agent and the Syndication Agent) shall have been paid.
(e) All of the amounts owing by any borrower under the Existing Credit Agreement shall have been, or
concurrently with any initial Borrowing made on the Effective Date shall be, paid in full, and all commitments of the lenders
thereunder shall have been, or concurrently with any initial Borrowing made on the Effective Date shall be, terminated in
accordance with the terms of such Agreement and each of the Initial Lenders that is a party to the Existing Credit Agreement
hereby waives, upon execution of this Agreement, the three business days' notice required by Section 2.04 of the Existing
Credit Agreement relating to the termination of the commitments under the Existing Credit Agreement.
(f) On the Effective Date, the following statements shall be true and the Administrative Agent shall have
received for the account of each Lender a certificate of the Company, on behalf of itself and each other Borrower, signed by a
duly authorized officer of the Company, dated such date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective
Date, as though made on and as of such date;
(ii) No event has occurred and is continuing, or shall occur as a result of the occurrence of the
Effective Date, that constitutes a Default; and
42
Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar
®
Document Research℠
(16 pages)
(2 pages)
Manymanuals.com
Manymanuals.de
Manymanuals.fr
Manymanuals.it
Manymanuals.pl
Manymanuals.cz
Manymanuals.es
Manymanuals-pt.com
Commentaires sur ces manuels