Debt for Borrowed Money. The Borrower shall not create, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit any Restricted Subsidiary to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed Money, except: (i) Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, (ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior to the date of the AMFM Acquisition and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such Acquisition, (iii) Debt for Borrowed Money under the Loan Papers, and refinancings thereof, and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties); (b) so long as (i) there exists no Default and (ii) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect on the date of incurrence thereof, for the Restricted Subsidiaries, Capitalized Lease Obligations and Debt for Borrowed Money incurred to purchase property, not to exceed, when added to all Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) below, the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters of the Borrower and (B) $200,000,000, in the aggregate outstanding principal amount at any time for all Restricted Subsidiaries (only $50,000,000 of which in the aggregate for subsections 7.1(b) and (e) may be secured);
Appears in 1 contract
Debt for Borrowed Money. The Borrower shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit the Parent or any Restricted Subsidiary of the Borrower to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed MoneyMoney or any preferred stock, except:
(ia) Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, (ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior with respect to the date of the AMFM Acquisition Borrower and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such Acquisitionits Subsidiaries, (iii) Debt for Borrowed Money under the Loan Papers, and refinancings thereof, and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties);
(b) with respect to the Borrower, Debt for Borrowed Money described on Schedule 8.02 hereto attached hereto in the principal amounts and as such Debt ------------- for Borrowed Money exists as of the Closing Date;
(c) provided that no Default or Event of Default exists or would result from the incurrence thereof and that the net proceeds of any such Debt issuance be downstreamed by the Parent to the Borrower as equity, the Parent may, so long as the aggregate amount of Second Parent Issuance and the Bridge Debt incurred pursuant to subsections (i) there exists no Default and (ii) below in the aggregate over the term of this Agreement do not exceed $250,000,000 AND at no time shall the aggregate amount of outstanding Debt under subsections (i) and (ii) below exceed $200,000,000 (except in connection with any accretion), elect to:
(i) issue unsecured public Debt for Borrowed Money up to the maximum aggregate amount at any one time outstanding of $200,000,000, except with respect to any accretion (the "Second Parent Issuance"), and which such Debt, notwithstanding the foregoing, (i) must be on terms and conditions substantially similar to the Parent Senior Notes and the Parent Senior Notes Documentation, (ii) may not be subject to an interest rate in excess of 13.5% per annum, (iii) must have a scheduled maturity date not earlier than the Final Maturity Date, and must not be subject to any mandatory repurchase, redemption, defeasance or any similar provision prior to the Final Maturity Date, except to the extent there exists a Change of Control, and in such event has occurred such Debt must provide for the repayment in full of the Obligations prior to such redemption, repurchase, repayment or other provision, (iv) may not contain covenants or other provisions more restrictive than this Agreement and the other Loan Papers (including the definitions), and may not prohibit any action or omission with respect to this Agreement and the Loan Papers, and (v) shall provide for no circumstance existsprincipal payments until the Obligations have been paid in full, and in-kind interest payments only for a period of not less than the first five years after its issuance; and
(ii) incur unsecured Debt for Borrowed Money up to the maximum aggregate amount at any one time outstanding of $50,000,000, except with respect to any accretion (the "Bridge Debt"), and which has hadsuch Debt, notwithstanding the foregoing (i) must be payment in kind only, and not subject to any cash interest payments, principal payments, fees or will haveotherwise, (ii) must have a Material Adverse Effect on scheduled maturity date not earlier than the date Final Maturity Date, (iii) must not be subject to any mandatory repurchase, redemption, defeasance or any similar provision prior to the Final Maturity Date and (iv) may not contain covenants or other provisions more restrictive than this Agreement and the other Loan Papers (including the definitions), and may not prohibit any action or omission with respect to this Agreement and the Loan Papers;
(d) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Borrower and the Parent, unsecured Debt for Borrowed Money not to exceed $5,000,000 in the aggregate for the Restricted SubsidiariesBorrower and the Parent throughout the term of this Agreement;
(e) provided that no Default or Event of Default exists or would result from the incurrence thereof, Capitalized Lease Obligations with respect to the Borrower and the Parent, secured Debt for Borrowed Money not to exceed $5,000,000 in the aggregate for the Borrower and the Parent throughout the term of this Agreement;
(f) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Borrower, accrued but unpaid Earn-Out Liabilities;
(g) provided that no Default or Event of Default exists or would result from the incurrence thereof, in addition to the Subordinated Debt the Parent is entitled to incur in accordance with the terms of Section 8.02(c) above, if there has not occurred a REIT Conversion, the Parent may incur Subordinated Debt to the Shareholders, such Subordinated Debt not to exceed in principal face amount in the aggregate for any taxable year, the amount necessary to enable the Borrower to obtain the maximum possible deduction for dividends paid, as defined in Section 561 of the Code and further described in Section 857 of the Code for such year, taking into account the sum of all distributions previously made to Shareholders permitted by Section 8.08(b)(iii) hereof for such fiscal year, provided that, any determination under Section 857 of the Code shall take into consideration for such purpose the necessity of increasing the aggregate amounts distributed to reflect the fact that distributions in redemption of any preferred return on any class of stock will be treated as being made partly from earnings and profits and partly from capital; and
(h) provided that no Default or Event of Default exists or would result from the incurrence thereof, Debt for Borrowed Money incurred by the Borrower to purchase propertysellers in connection with Permitted Acquisitions, provided that (i) the amount of such Debt shall not to exceed, when added to all together with the amount of seller Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) belowdescribed on Schedule 8.02 hereto, the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters of the Borrower $40,000,000, and (Bii) $200,000,000in connection with the incurrence ------------- of such Debt, a Letter of Credit shall be issued in the aggregate outstanding principal amount at any time for all Restricted Subsidiaries (only $50,000,000 of which in the aggregate for subsections 7.1(b) and (e) may be secured);such seller Debt.
Appears in 1 contract
Debt for Borrowed Money. The Borrower shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit any Restricted Subsidiary to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed MoneyMoney of the Borrower or any Restricted Subsidiary or issue any Preferred Stock, except:
(i) except the following Debt for Borrowed Money and Preferred Stock, provided that, any Debt for Borrowed Money or Preferred Stock ------------- which is permitted when incurred or issued (whether it is incurred by operation of law or otherwise) shall always be permitted hereunder:
(a) with respect to the Borrower and the Restricted Subsidiaries, Debt for Borrowed Money of the Borrower and its Restricted Subsidiaries under the Loan Papers and under the New Credit Facility;
(b) with respect to the Borrower and its Restricted Subsidiaries Debt for Borrowed Money in existence on the Original Closing Date described on Schedule -------- 8.02 hereto and not otherwise permitted pursuant to the terms of this Section ---- 8.02, including without limitation, the Existing Financing and the TROL Transaction, in each case only in the principal amounts and on the terms as such Debt for Borrowed Money exists as of the Original Closing Date (subject to the provisions of subparagraph (e) below); provided that, in the case of existing ------------- accreting Debt, principal amounts existing on the date hereof described on Schedule 7.1 heretoOriginal Closing Date shall include all amounts by which any such debt accretes after the Original Closing Date;
(c) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Borrower and the Wholly Owned Restricted Subsidiaries, Debt owed to each other incurred in the ordinary course of business in accordance with past practices;
(d) so long as there exists no Default or Event of Default both before and after giving effect thereto, in addition to all other Debt permitted to be incurred pursuant to this Section 8.02, (i) unsecured Debt of the Borrower in respect to Interest Rate Protection Agreements, (ii) acquired Subordinated Indebtedness of the Borrower, so long as such Subordinated Indebtedness in the aggregate for all outstanding principal amounts does not exceed $500,000,000, provided that, ------------- if the Total Leverage Ratio is less than 4.00 to 1.00 both before and after giving effect to any such incurrence, the Borrower may incur Subordinated Indebtedness in principal amounts in excess of $500,000,000 and (iii) in addition to Debt for Borrowed Money owed by any SFX Entity permitted to be incurred in accordance with the terms of subsection (ii) immediately preceding, unsecured Debt (on a pari passu basis with the Obligations), Preferred Stock or any AMFM EntitySubordinated Indebtedness of the Borrower in an aggregate principal amount outstanding not to exceed the difference between $1,000,000,000 and the Additional New Credit Facility Debt, if any, provided that (A) such unsecured Debt on a pari passu basis shall be ------------- otherwise on terms and conditions reasonably acceptable to the Arranging Agents and (B) the material terms of all such Debt for Borrowed Money existed prior (including, without limitation, Subordinated Indebtedness) and Preferred Stock shall be no more restrictive than any comparable terms of either this Agreement or any Existing Financing Documentation (whichever is more restrictive), provided that, ------------- if the Total Leverage ratio is less than 4.00 to 1.00 both before and after giving effect to any such incurrence, the date of Borrower may incur unlimited Debt for Borrowed Money (including, without limitation, Subordinated Indebtedness) or Preferred Stock meeting the AMFM Acquisition and the SFX Acquisition requirements set forth in (as applicableA) and (B) was above;
(e) so long as there exists no Default or Event of Default both before and after giving effect thereto, Debt of the Borrower or any Original Restricted Subsidiary in respect of Permitted Refinancing Indebtedness;
(f) in addition to all other Debt permitted to be incurred pursuant to this Section 8.02, after the Acquisition Date, so long as there exists no Default or Event of Default both before and after giving effect thereto,
(i) the Borrower may incur unsecured Debt for Borrowed Money (including, without limitation, Subordinated Indebtedness) and/or issue Preferred Stock so long as the material terms are reasonably acceptable to the Arranging Agents and no more restrictive than the comparable terms of this Agreement or any of the Existing Financing Documentation (whichever is more restrictive), and
(ii) the Restricted Subsidiaries may incur Debt for Borrowed Money (including, without limitation, Subordinated Indebtedness) not incurred otherwise permitted by such AMFM Entity this Section 8.02 that is unsecured and in an aggregate amount not to exceed 10% of the Tangible Assets of the Borrower and the Restricted Subsidiaries at any one time outstanding,
(g) so long as there exists no Default or SFX Entity Event of Default both before and after giving effect to the incurrence thereof, Debt for Borrowed Money and/or Preferred Stock of the Borrower and the Restricted Subsidiaries meeting the qualifications set forth below:
(i) in anticipation an aggregate principal amount for the Borrower and the Restricted Subsidiaries together not in excess of $50,000,000 outstanding at any one time for both Debt for Borrowed Money and Preferred Stock, and
(ii) in addition to amounts permitted under (b) and (g)(i) above, in respect of Capital Leases and purchase money as defined in the UCC in an aggregate amount for the Borrower and the Restricted Subsidiaries together not in excess of $125,000,000 outstanding at any one time, and
(iii) in addition to (g)(i) and (ii) above, any amount of Preferred Stock, provided that the terms of such AcquisitionPreferred Stock shall (i) provide ------------- for payment in kind dividends only, except to the extent declared by the Board of Directors and approved by the Administrative Agent and the Majority Lenders, (ii) contain no covenants of the Borrower or any Restricted Subsidiary, (iii) contain no mandatory redemption, defeasance, sinking fund or prepayment provisions, (iv) provide that the sole remedies for breach or default of any provision of such Preferred Stock shall be limited to additional board seats, so long as it does not cause a Change of Control or Specified Change of Control, (v) not contain any voting rights that could cause a Change of Control or a Specified Change of Control and (vi) not contain any liquidation rights or conversion rights (other than conversion rights into the common Capital Stock of the Borrower);
(h) so long as there exists no Default or Event of Default both before and after giving effect to the incurrence thereof, the Borrower and the Restricted Subsidiaries may incur other unsecured Debt for Borrowed Money under and/or Preferred Stock not described in (a) through (g) above, provided that the Loan Papers, aggregate ------------- principal amount of all such Debt and refinancings Preferred Stock for the Borrower and the Restricted Subsidiaries together is never in excess of $50,000,000 outstanding at any one time;
(i) so long as there exists no Default or Event of Default both before and after giving effect to incurrence thereof, and (iv) the Borrower may acquire unsecured Debt for Borrowed Money consisting of Guaranties of certain indebtedness of in connection with an acquisition permitted under Section 8.18 hereof (the $3B Credit Facility by the AMFM/SFX Obligors ("Acquired Debt") so long as in each case (i) such Acquired Debt was not incurred in anticipation of the acquisition by the Borrower, (ii) the Borrower deposits in cash at the Administrative Agent an amount equal to the principal amount of the Acquired Debt as collateral to secure the Obligations hereunder are guaranteed (the "Cash Collateral"), (iii) the Borrower executes a security agreement in form and substance reasonably acceptable to the Administrative Agent and the Arranging Agents granting a lien and security interest in the Cash Collateral to secure the Obligations of the Lenders hereunder together with such other documentation, including, without limitation, UCC-1 filings, as deemed reasonable by identical Guarantiesthe Administrative Agent, (iv) the Acquired Debt must remain the sole obligation of the acquired person and the Borrower shall not, nor shall it permit any Restricted Subsidiary to, execute any Guaranty of the Acquired Debt or otherwise become obligated in any manner with respect to the Acquired Debt (pursuant to assumption, merger, consolidation, operation of law or otherwise). Each Lender hereby authorizes the Administrative Agent to release and return to the Borrower such portion of any Cash Collateral upon the extinguishment of the related Acquired Debt;
(bj) on and after the Acquisition Date, so long as there exists no Default under Section 9.01(a) hereof or Event of Default both before and after giving effect to such transaction, in connection with the U S WEST Acquisition and only upon consummation of the U S WEST Acquisition, the U S WEST Debt and U S WEST Permitted Refinancing Indebtedness shall be permitted to exist, provided that, ------------- notwithstanding the foregoing, (i) except with respect to the U S WEST Guarantees, the Persons obligated on (or with respect to) any such Debt shall not include the Borrower or any of the Original Restricted Subsidiaries (unless the Borrower and/or the Original Restricted Subsidiaries, as applicable, are entitled to incur such Debt under another provision of this Section 8.02) and (ii) any collateral, credit support or other surety for any such Debt shall not be expanded to include any new Properties or assets of the Borrower or any Original Restricted Subsidiary; and
(k) on and after the Acquisition Date (i) the U S WEST Guarantees shall be permitted to exist and (ii) so long as (iA) there exists no Default under Section 9.01(a) hereof or Event of Default both before and (ii) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect on the date of incurrence thereof, for the Restricted Subsidiaries, Capitalized Lease Obligations and Debt for Borrowed Money incurred after giving effect to purchase property, not to exceed, when added to all Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) below, the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters of the Borrower such transaction and (B) the aggregate amount of the U S WEST Guarantees does not exceed the sum of (I) the aggregate amount of such U S WEST Guarantees described on Schedule 1.03 hereto, plus (II) an aggregate amount of additional U S WEST ------------- Guarantees not to exceed $200,000,0002,500,000,000, the Borrower shall be permitted to assume the obligations under the U S WEST Guarantees, provided that, ------------- notwithstanding the foregoing, in all respects other than the aggregate outstanding principal amount at Borrower becoming an obligor thereunder, any time collateral, credit support or other surety for all any such Debt shall remain in the U S WEST Companies, and none of the Original Restricted Subsidiaries, or any of the Properties or assets of the Borrower or the Original Restricted Subsidiaries shall secure, guaranty or otherwise be obligated thereon (only $50,000,000 unless the Borrower and/or the Original Restricted Subsidiaries, as applicable, are entitled to incur such Debt under another provision of which in the aggregate for subsections 7.1(b) and (e) may be secured);this Section 8.02
Appears in 1 contract
Samples: Credit Agreement (Qwest Communications International Inc)
Debt for Borrowed Money. The Borrower and the Parent shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit any Restricted Subsidiary to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed MoneyMoney or issue any Preferred Stock, except:
(ia) Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, (ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior with respect to the date of Borrower, the AMFM Acquisition Parent and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such AcquisitionRestricted Subsidiaries, (iii) Debt for Borrowed Money under the Loan Papers, and refinancings thereof, and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties);
(b) with respect to the Parent, the Borrower and its Restricted Subsidiaries, Debt for Borrowed Money in existence on the Closing Date described on Schedule 8.02 hereto and not otherwise permitted pursuant to the terms of this Section 8.02, including without limitation, the Existing Financing, in each case only in the principal amounts and as such Debt for Borrowed Money exists as of the Closing Date, provided that, existing Debt of the Parent not in excess of the amount of $49,000,000 shall be included in Section 8.02(g) below;
(c) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Parent, the Borrower and the wholly owned Restricted Subsidiaries, Debt owed to each other;
(d) so long as (i) there exists no Default or Event of Default both before and after giving effect thereto, Debt of the Borrower in respect to Interest Rate Protection Agreements;
(e) so long as there exists no Default or Event of Default both before and after giving effect thereto, Debt of the Borrower and the Parent in respect of Permitted Refinancing Indebtedness;
(f) commencing no earlier than March 31, 1999, so long as there exists no Default or Event of Default both before and after giving effect thereto,
(i) either (A) unsecured Debt of the Parent which (I) is pursuant to terms and conditions no more onerous than the terms and provisions of the Loans and (iiII) has a maturity of at least one year beyond the Maturity Date OR (B) Preferred Stock issued by the Parent which (I) is pursuant to terms and conditions no event more onerous than the terms and provisions of the Loans and (II) has occurred and no circumstance existsa maturity of at least one year beyond the Maturity Date, which has hadin either case of (A) or (B) above (or any combination of either), or will have, a Material Adverse Effect on the date of incurrence thereof, for the Restricted Subsidiaries, Capitalized Lease Obligations and Debt for Borrowed Money incurred to purchase property, not to exceedin an aggregate amount that, when added to all the Debt for Borrowed Money incurred or acquired as of the Borrower permitted by 7.1(e(ii) below, does not exceed in an aggregate amount outstanding at any one time $300,000,000; or
(ii) Subordinated Indebtedness of the greater Borrower, so long as such Subordinated Indebtedness of the Borrower when aggregated with Debt or Preferred Stock of the Parent (Aor both) 10% permitted in (i) above does not exceed in an aggregate amount outstanding at any one time $300,000,000; and
(g) so long as there exists no Default or Event of Operating Cash Flow for Default both before and after giving effect to the four most recently completed fiscal quarters incurrence thereof, Debt of the Borrower and the Parent (Bincluding obligations with respect to Capital Leases and acquired Debt of the Borrower) in an aggregate amount outstanding at any one time of $200,000,00078,000,000 (which such $78,000,000 includes Debt existing on the Closing Date in an amount not in excess of $49,000,000), provided that, notwithstanding the foregoing, $10,000,000 in the aggregate outstanding principal amount at any time for all Restricted Subsidiaries (only of the $50,000,000 of which in the aggregate for subsections 7.1(b) and (e) 78,000,000 basket may be secured);acquired Debt of one or more Restricted Subsidiaries.
Appears in 1 contract
Debt for Borrowed Money. The Borrower shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit the Parent or any Restricted Subsidiary of the Borrower to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed Money, except:
(ia) Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, (ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior with respect to the date of Parent, the AMFM Acquisition Borrower and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such Acquisitionits Subsidiaries, (iii) Debt for Borrowed Money under the Loan Papers, and refinancings thereof, and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties);
(b) so long as (i) there exists no Default with respect to the Parent, the Borrower and (ii) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect on the date of incurrence thereof, for the Restricted its Subsidiaries, Capitalized Lease Obligations and Debt for Borrowed Money incurred in existence on the Closing Date described on Schedule 8.02 hereto and not otherwise permitted pursuant ------------- to purchase property, not to exceed, when added to all this Section 8.02 in the principal amounts and as such Debt for Borrowed Money incurred exists as of the Closing Date;
(c) with respect to the Parent (i) up to $125,000,000 in 1998 9 3/4% Senior Notes; (ii) the 1998 Senior Notes in an amount not more than $160,000,000 and due in 2008, on other terms and conditions acceptable to the Administrative Agent and (iii) the 1991 Senior Notes;
(d) provided that no Default or acquired as permitted by 7.1(e) belowEvent of Default exists or would result from the incurrence thereof, the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters of with respect to the Borrower and the wholly owned Subsidiaries of the Borrower, Debt owed to each other; and
(Be) provided that no Default or Event of Default exists or would result from the incurrence thereof, Debt constituting Capital Leases or purchase money Debt in an aggregate amount over the term of this Agreement not to exceed $200,000,0005,000,000, incurred by the Borrower or any Subsidiary in connection with any acquisition permitted to be made in accordance with the aggregate outstanding principal amount at any time for all Restricted Subsidiaries (only $50,000,000 terms of which in the aggregate for subsections 7.1(bSection 8.05(b) hereof.
SECTION 4. Sections 8.07(b) and (ec). Sections 8 07(b) may be secured);and (c) on pages 62 ------------------------ and 63 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:
Appears in 1 contract
Samples: Credit Agreement (Itc Deltacom Inc)
Debt for Borrowed Money. The Borrower shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit any Restricted Subsidiary or Bermuda Corp. to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed Money, except:
(ia) Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, (ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior with respect to the date of the AMFM Acquisition Borrower and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such AcquisitionRestricted Subsidiaries, (iii) Debt for Borrowed Money under the Loan Papers, and refinancings thereof, and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties);
(b) with respect to the Borrower, its Restricted Subsidiaries and Bermuda Corp., Debt for Borrowed Money in existence on the Closing Date described on Schedule 8.02 hereto and not otherwise permitted pursuant to the terms of this ------------- Section 8.02, in each case only in the principal amounts and as such Debt for Borrowed Money exists as of the Closing Date;
(c) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Borrower and the wholly owned Restricted Subsidiaries, Debt owed to each other;
(d) so long as (i) there exists no Default or Event of Default both before and after giving effect thereto, Debt of the Borrower in respect to Interest Rate Protection Agreements;
(iie) so long as there exists no event has occurred Default or Event of Default both before and after giving effect thereto, Debt of the Borrower in respect of Permitted Refinancing Indebtedness;
(f) so long as there exists no circumstance exists, which has had, Default or will have, a Material Adverse Effect on Event of Default both before and after giving effect to the date of incurrence thereof, for the Restricted Subsidiaries, Capitalized Lease Obligations and secured Debt for Borrowed Money incurred to purchase property, not to exceed, when added to all Debt for Borrowed Money incurred or acquired as permitted by 7.1(e(including Capital Leases) below, the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters of the Borrower and (B) $200,000,000, in an amount in the aggregate outstanding principal over the term of this Agreement not to exceed an amount at equal to $10,000,000; and
(g) so long as there exists no Default or Event of Default both before and after giving effect to the incurrence thereof, and so long as the Borrower delivers to the Administrative Agent and the Lenders a pro forma Compliance Certificate giving effect to the incurrence of any time for all Restricted Subsidiaries (only $50,000,000 Subordinated Indebtedness and demonstrating compliance with the terms of which this Agreement and the Loan Papers throughout the term of the Loan, unsecured Subordinated Indebtedness of the Borrower in an amount in the aggregate for subsections 7.1(b) over the term of this Agreement not to exceed an amount equal to $150,000,000 with such other terms and (e) may be secured);conditions as agreed to by the Administrative Agent and the Borrower.
Appears in 1 contract
Debt for Borrowed Money. The Borrower shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit any Restricted Subsidiary of the Borrower to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed Money, except:
(ia) Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, (ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior with respect to the date of the AMFM Acquisition Borrower and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such Acquisitionits Subsidiaries, (iii) Debt for Borrowed Money under the Loan Papers, and refinancings thereof, and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties);
(b) with respect to the Borrower, Debt for Borrowed Money described on Schedule 8.02 hereto in the principal amounts and as such Debt for Borrowed Money exists as of the Closing Date;
(c) provided that no Default or Event of Default exists or would result from the incurrence thereof, any wholly owned Subsidiary may incur secured Debt for Borrowed Money in the form of Capital Leases, so long as (i) there exists no Default and (ii) no event has occurred and no circumstance existsas, which has had, or will have, a Material Adverse Effect on the date of such incurrence thereof, for each such Capital Lease (and notwithstanding any subsequent change in the Restricted Subsidiaries, Capitalized Lease Obligations and formula set forth below):
(i) the aggregate of all such Debt for Borrowed Money incurred to purchase property, for the Borrower and all Subsidiaries of the Borrower plus the aggregate outstanding Guaranties and Contingent Liabilities of the Borrower and the Subsidiaries does not to exceed, when added to all Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) below, exceed the greater lesser of (A) 10% $20,000,000 in the aggregate for the Borrower and all of Operating Cash Flow its Subsidiaries outstanding at any one time, and (B) the product of the following equation, determined as of the date of the incurrence or acquisition of such proposed Capital Lease: EBITDA for the four most recently completed fiscal quarters of the Borrower (provided that, to the extent any acquisition as been consummated by the Borrower or any Subsidiary of the Borrower during the preceding four fiscal quarters, EBITDA will be determined as if such acquisition was consummated on the first day of the first of the four fiscal quarters included in such determinations times 2.50 (maximum leverage permitted under Section 8.01(a) hereof) times 10%;
(ii) any Capital Lease entered into by the Borrower or any Subsidiary of the Borrower after the Closing Date must be for newly acquired equipment and infrastructure; and
(Biii) $200,000,000the amount of any Capital Lease acquired by the Borrower or any Subsidiary of the Borrower in accordance with any acquisition permitted by the terms of this Agreement shall be counted toward usage of this basket provision; and
(d) provided that no Default or Event of Default exists or would result from the incurrence thereof, in with respect to the aggregate outstanding principal amount at any time for all Restricted Borrower and the wholly-owned Subsidiaries (only $50,000,000 of which in the aggregate for subsections 7.1(b) and (e) may be secured);Borrower, Debt owed to each other.
Appears in 1 contract
Debt for Borrowed Money. The Borrower shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit the Parent or any Restricted Subsidiary of the Borrower to, create, assume, 77 incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed MoneyMoney or any preferred Capital Stock, except:
(ia) Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, (ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior with respect to the date of the AMFM Acquisition Borrower and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such Acquisitionits Subsidiaries, (iii) Debt for Borrowed Money under the Loan Papers, and refinancings thereof, and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties);
(b) with respect to the Borrower, Debt for Borrowed Money described on Schedule 8.02 hereto attached hereto in the principal amounts and as such Debt ------------- for Borrowed Money exists as of the Closing Date;
(c) provided that no Default or Event of Default exists or would result from the incurrence thereof and that the net proceeds of any such Debt or preferred Capital Stock issuance be downstreamed by the Parent to the Borrower as equity, the Parent may, so long as the aggregate amount of Second Parent Issuance and the Bridge Debt incurred pursuant to subsections (i) there exists no Default and (ii) below in the aggregate over the term of this Agreement do not exceed $250,000,000 AND at no time shall the aggregate amount of outstanding Debt and preferred Capital Stock under subsections (i) and (ii) below exceed $200,000,000 (except in connection with any accretion), elect to:
(i) issue unsecured public Debt for Borrowed Money up to the maximum aggregate amount at any one time outstanding of $200,000,000, except with respect to any accretion (the "Second Parent Issuance"), and which such Debt, notwithstanding the foregoing, (i) must be on terms and conditions substantially similar to the Parent Senior Notes and the Parent Senior Notes Documentation, (ii) may not be subject to an interest rate in excess of 13.5% per annum, (iii) must have a scheduled maturity date later than the Final Maturity Date, and must not be subject to any mandatory repurchase, redemption, defeasance or any similar provision prior to the Final Maturity Date, except to the extent there exists a Change of Control, and in such event has occurred such Debt must provide for the repayment in full of the Obligations prior to such redemption, repurchase, repayment or other provision, (iv) may not contain covenants or other provisions more restrictive than this Agreement and the other Loan Papers (including the definitions), and may not prohibit any action or omission with respect to this Agreement and the Loan Papers, and (v) shall provide for no circumstance existsprincipal payments until the Obligations have been paid in full, and in-kind interest payments only for a period of not less than the first five years after its issuance; and
(ii) incur unsecured Debt for Borrowed Money and/or preferred Capital Stock up to the maximum aggregate amount for both Debt for Borrowed Money and preferred Capital Stock at any one time outstanding of $50,000,000, except with respect to any accretion (such Debt for Borrowed Money or preferred Capital Stock herein referred to as the "Bridge Debt"), and which has hadsuch Bridge Debt, notwithstanding the foregoing (i) must be payment in kind only, and not subject to any cash interest payments, principal payments, fees or will haveotherwise, (ii) must have a Material Adverse Effect on scheduled maturity date not earlier than the date Final Maturity Date, (iii) must not be subject to any mandatory repurchase, redemption, defeasance or any similar provision prior to the Final Maturity Date and (iv) may not contain covenants or other provisions more restrictive than this Agreement and the other Loan Papers (including the definitions), and may not prohibit any action or omission with respect to this Agreement and the Loan Papers;
(d) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Borrower and the Parent, unsecured Debt for Borrowed Money not to exceed $5,000,000 in the aggregate for the Restricted SubsidiariesBorrower and the Parent throughout the term of this Agreement;
(e) provided that no Default or Event of Default exists or would result from the incurrence thereof, Capitalized Lease Obligations with respect to the Borrower and the Parent, secured Debt for Borrowed Money not to exceed $5,000,000 in the aggregate for the Borrower and the Parent throughout the term of this Agreement;
(f) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Borrower, accrued but unpaid Earn-Out Liabilities;
(g) provided that no Default or Event of Default exists or would result from the incurrence thereof, in addition to the Subordinated Debt the Parent is entitled to incur in accordance with the terms of Section 8.02(c) above, if there has not occurred a REIT Conversion, the Parent may incur Subordinated Debt to the Shareholders, such Subordinated Debt not to exceed in principal face amount in the aggregate for any taxable year, the amount necessary to enable the Borrower to obtain the maximum possible deduction for dividends paid, as defined in Section 561 of the Code and further described in Section 857 of the Code for such year, taking into account the sum of all distributions previously made to Shareholders permitted by Section 8.08(b)(iii) hereof for such fiscal year, provided that, any determination under Section 857 of the Code shall take into consideration for such purpose the necessity of increasing the aggregate amounts distributed to reflect the fact that distributions in redemption of any preferred return on any class of stock will be treated as being made partly from earnings and profits and partly from capital;
(h) provided that no Default or Event of Default exists or would result from the incurrence thereof, Debt for Borrowed Money incurred by the Borrower to purchase propertysellers in connection with Permitted Acquisitions, provided that (i) the amount of such Debt shall not to exceed, when added together with the amount of seller Debt described on Schedule 8.02 hereto, $40,000,000, and (ii) in connection with the incurrence ------------- of such Debt, a Letter of Credit shall be issued in the amount of such seller Debt; and
(i) with respect to all the Canada Sub, Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) below, in the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters form of the Borrower Canada Indebtedness, and (B) $200,000,000with respect to the Parent and the Borrower, in Debt for Borrowed Money under the aggregate outstanding principal amount at any time for all Restricted Subsidiaries (only $50,000,000 of which in the aggregate for subsections 7.1(b) and (e) may be secured);Canada Guaranty.
Appears in 1 contract
Debt for Borrowed Money. The Borrower and the Parent shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit any Restricted Subsidiary to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed MoneyMoney or issue any Preferred Stock, except:
(ia) Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, (ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior with respect to the date of Borrower, the AMFM Acquisition Parent and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such AcquisitionRestricted Subsidiaries, (iii) Debt for Borrowed Money under the Loan Papers, and refinancings thereof, and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties);
(b) with respect to the Parent, the Borrower and its Restricted Subsidiaries, Debt for Borrowed Money in existence on the Closing Date described on Schedule 8.02 hereto and not otherwise permitted pursuant to the terms of this Section 8.02, including without limitation, the Existing Financing, in each case only in the principal amounts and as such Debt for Borrowed Money exists as of the Closing Date, provided that, existing Debt of the Parent not in excess of the amount of $49,000,000 shall be included in Section 8.02(g) below;
(c) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Parent, the Borrower and the wholly owned Restricted Subsidiaries, Debt owed to each other;
(d) so long as (i) there exists no Default or Event of Default both before and after giving effect thereto, Debt of the Borrower in respect to Interest Rate Protection Agreements;
(e) so long as there exists no Default or Event of Default both before and after giving effect thereto, Debt of the Borrower and the Parent in respect of Permitted Refinancing Indebtedness;
(f) commencing no earlier than March 31, 1999, so long as there exists no Default or Event of Default both before and after giving effect thereto,
(i) either (A) unsecured Debt of the Parent which (I) is pursuant to terms and conditions no more onerous than the terms and provisions of the Loans and (II) has a maturity of at least one year beyond the Maturity Date OR (B) Preferred Stock issued by the Parent which (I) is pursuant to terms and conditions no more onerous than the terms and provisions of the Loans and (II) has a maturity of at least one year beyond the Maturity Date, in either case of (A) or (B) above (or any combination of either), in an aggregate amount not in excess of $300,000,000, and, when added to the Debt for Borrowed Money of the Parent and the Borrower permitted by subsections (ii) and (iii) below, does not exceed in an aggregate amount outstanding at any one time $600,000,000; or
(ii) unsecured Subordinated Debt of the Parent which does not exceed an aggregate amount outstanding at any one time of $200,000,000 and, when added to the Debt for Borrowed Money and the Borrower and Preferred Stock of the Parent permitted to be incurred by subsections (i) and (iii) above and below, does not exceed in an aggregate amount outstanding at any one time $600,000,000; or
(iii) unsecured Subordinated Indebtedness of the Borrower not in excess of $600,000,000, so long as such Subordinated Indebtedness of the Borrower when aggregated with Debt for Borrowed Money of the Parent and the Borrower, or Preferred Stock of the Parent, (or both) permitted to be incurred in (i) and (ii) above does not exceed in an aggregate amount outstanding at any one time $600,000,000; and
(g) so long as there exists no event has occurred Default or Event of Default both before and no circumstance exists, which has had, or will have, a Material Adverse Effect on after giving effect to the date of incurrence thereof, for the Restricted Subsidiaries, Capitalized Lease Obligations and Debt for Borrowed Money incurred to purchase property, not to exceed, when added to all Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) below, the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters of the Borrower and the Parent (Bincluding obligations with respect to Capital Leases and acquired Debt of the Borrower) in an aggregate amount outstanding at any one time of $200,000,00078,000,000 (which such $78,000,000 includes Debt existing on the Closing Date in an amount not in excess of $49,000,000), provided that, notwithstanding the foregoing, $10,000,000 in the aggregate outstanding principal amount at any time for all Restricted Subsidiaries (only of the $50,000,000 of which in the aggregate for subsections 7.1(b) and (e) 78,000,000 basket may be secured);acquired Debt of one or more Restricted Subsidiaries.
Appears in 1 contract
Debt for Borrowed Money. The Borrower shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit any Restricted Subsidiary to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed Money or issue any Preferred Stock, except the following Debt for Borrowed Money, except:
(i) provided that, any Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, which is permitted when incurred (iiwhether it is incurred by operation of law or otherwise) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that shall always be permitted hereunder:
(Aa) such Debt for Borrowed Money existed prior with respect to the date of the AMFM Acquisition Borrower and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such AcquisitionRestricted Subsidiaries, (iii) Debt for Borrowed Money under the Loan Papers, and refinancings thereof, and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties);
(b) with respect to the Borrower and its Restricted Subsidiaries, Debt for Borrowed Money in existence on the Closing Date described on Schedule 8.02 ------------- hereto and not otherwise permitted pursuant to the terms of this Section 8.02, including without limitation, the Existing Financing and the TROL Transaction, in each case only in the principal amounts and on the terms as such Debt for Borrowed Money exists as of the Closing Date (subject to the provisions of subparagraph (e) below); provided that, in the case of existing accreting Debt, principal amount existing on the Closing Date shall include all amounts by which any such debt accretes after the Closing Date;
(c) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Borrower and the Wholly Owned Restricted Subsidiaries, Debt owed to each other incurred in the ordinary course of business in accordance with past practices;
(d) so long as (i) there exists no Default or Event of Default both before and (ii) no event has occurred and no circumstance existsafter giving effect thereto, which has had, or will have, a Material Adverse Effect on the date of incurrence thereof, for the Restricted Subsidiaries, Capitalized Lease Obligations and Debt for Borrowed Money incurred to purchase property, not to exceed, when added to all Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) below, the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters of the Borrower in respect to Interest Rate Protection Agreements;
(e) so long as there exists no Default or Event of Default both before and after giving effect thereto, Debt of the Borrower or any Restricted Subsidiary in respect of Permitted Refinancing Indebtedness;
(Bf) $200,000,000so long as there exists no Default or Event of Default both before and after giving effect thereto, in (i) the aggregate outstanding principal amount at any time for all Restricted Subsidiaries (only $50,000,000 of which Borrower may incur Subordinated Indebtedness, so long as such Subordinated Indebtedness in the aggregate for subsections 7.1(b) all outstanding principal amounts does not exceed $500,000,000, provided that, if the Total Leverage Ratio is less than 4.00 to 1.00 both before and (e) after giving effect to any such incurrence, the Borrower may be secured);incur Subordinated Indebtedness in principal amounts in excess of $500,000,000, and
Appears in 1 contract
Samples: Credit Agreement (Qwest Communications International Inc)
Debt for Borrowed Money. The Borrower shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit the Parent or any Restricted Subsidiary of the Borrower to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed MoneyMoney or any preferred Capital Stock, except:
(ia) Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, (ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior with respect to the date of the AMFM Acquisition Borrower and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such Acquisitionits Subsidiaries, (iii) Debt for Borrowed Money under the Loan Papers, and refinancings thereof, and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties);
(b) with respect to the Borrower, Debt for Borrowed Money described on Schedule 8.02 hereto attached hereto in the principal amounts and as such Debt ------------- for Borrowed Money exists as of the Closing Date;
(c) provided that no Default or Event of Default exists or would result from the incurrence thereof and that the net proceeds of any such Debt or preferred Capital Stock issuance be downstreamed by the Parent to the Borrower as equity, the Parent may, so long as the aggregate amount of Second Parent Issuance and the Bridge Debt incurred pursuant to subsections (i) there exists no Default and (ii) below in the aggregate over the term of this Agreement do not exceed $250,000,000 AND at no time shall the aggregate amount of outstanding Debt and preferred Capital Stock under subsections (i) and (ii) below exceed $200,000,000 (except in connection with any accretion), elect to:
(i) issue unsecured public Debt for Borrowed Money up to the maximum aggregate amount at any one time outstanding of $200,000,000, except with respect to any accretion (the "Second Parent Issuance"), and which such Debt, notwithstanding the foregoing, (i) must be on terms and conditions substantially similar to the Parent Senior Notes and the Parent Senior Notes Documentation, (ii) may not be subject to an interest rate in excess of 13.5% per annum, (iii) must have a scheduled maturity date not earlier than the Final Maturity Date, and must not be subject to any mandatory repurchase, redemption, defeasance or any similar provision prior to the Final Maturity Date, except to the extent there exists a Change of Control, and in such event has occurred such Debt must provide for the repayment in full of the Obligations prior to such redemption, repurchase, repayment or other provision, (iv) may not contain covenants or other provisions more restrictive than this Agreement and the other Loan Papers (including the definitions), and may not prohibit any action or omission with respect to this Agreement and the Loan Papers, and (v) shall provide for no circumstance existsprincipal payments until the Obligations have been paid in full, and in-kind interest payments only for a period of not less than the first five years after its issuance; and
(ii) incur unsecured Debt for Borrowed Money and/or preferred Capital Stock up to the maximum aggregate amount for both Debt for Borrowed Money and preferred Capital Stock at any one time outstanding of $50,000,000, except with respect to any accretion (such Debt for Borrowed Money or preferred Capital Stock herein referred to as the "Bridge Debt"), and which has hadsuch Bridge Debt, notwithstanding the foregoing (i) must be payment in kind only, and not subject to any cash interest payments, principal payments, fees or will haveotherwise, (ii) must have a Material Adverse Effect on scheduled maturity date not earlier than the date Final Maturity Date, (iii) must not be subject to any mandatory repurchase, redemption, defeasance or any similar provision prior to the Final Maturity Date and (iv) may not contain covenants or other provisions more restrictive than this Agreement and the other Loan Papers (including the definitions), and may not prohibit any action or omission with respect to this Agreement and the Loan Papers;
(d) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Borrower and the Parent, unsecured Debt for Borrowed Money not to exceed $5,000,000 in the aggregate for the Restricted SubsidiariesBorrower and the Parent throughout the term of this Agreement;
(e) provided that no Default or Event of Default exists or would result from the incurrence thereof, Capitalized Lease Obligations with respect to the Borrower and the Parent, secured Debt for Borrowed Money not to exceed $5,000,000 in the aggregate for the Borrower and the Parent throughout the term of this Agreement;
(f) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Borrower, accrued but unpaid Earn-Out Liabilities;
(g) provided that no Default or Event of Default exists or would result from the incurrence thereof, in addition to the Subordinated Debt the Parent is entitled to incur in accordance with the terms of Section 8.02(c) above, if there has not occurred a REIT Conversion, the Parent may incur Subordinated Debt to the Shareholders, such Subordinated Debt not to exceed in principal face amount in the aggregate for any taxable year, the amount necessary to enable the Borrower to obtain the maximum possible deduction for dividends paid, as defined in Section 561 of the Code and further described in Section 857 of the Code for such year, taking into account the sum of all distributions previously made to Shareholders permitted by Section 8.08(b)(iii) hereof for such fiscal year, provided that, any determination under Section 857 of the Code shall take into consideration for such purpose the necessity of increasing the aggregate amounts distributed to reflect the fact that distributions in redemption of any preferred return on any class of stock will be treated as being made partly from earnings and profits and partly from capital; and
(h) provided that no Default or Event of Default exists or would result from the incurrence thereof, Debt for Borrowed Money incurred by the Borrower to purchase propertysellers in connection with Permitted Acquisitions, provided that (i) the amount of such Debt shall not to exceed, when added to all together with the amount of seller Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) belowdescribed on Schedule 8.02 hereto, the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters of the Borrower $40,000,000, and (Bii) $200,000,000in connection with the incurrence ------------- of such Debt, a Letter of Credit shall be issued in the aggregate outstanding principal amount at any time for all Restricted Subsidiaries (only $50,000,000 of which in the aggregate for subsections 7.1(b) and (e) may be secured);such seller Debt.
Appears in 1 contract
Debt for Borrowed Money. The Borrower shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit any Restricted Subsidiary to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed MoneyMoney of the Borrower or any Restricted Subsidiary or issue any Preferred Stock, except:
(i) except the following Debt for Borrowed Money and Preferred Stock, provided that, any Debt for Borrowed Money or Preferred Stock ------------- which is permitted when incurred or issued (whether it is incurred by operation of law or otherwise) shall always be permitted hereunder:
(a) with respect to the Borrower and the Restricted Subsidiaries, Debt for Borrowed Money of the Borrower and its Restricted Subsidiaries under the Loan Papers and under the Existing Bank Facility;
(b) with respect to the Borrower and its Restricted Subsidiaries Debt for Borrowed Money in existence on the Closing Date described on Schedule 7.02 ------------- hereto and not otherwise permitted pursuant to the terms of this Section 7.02, including without limitation, the Existing Financing and the TROL Transaction, in each case only in the principal amounts and on the terms as such Debt for Borrowed Money exists as of the Closing Date (subject to the provisions of subparagraph (e) below); provided that, in the case of existing accreting Debt, ------------- principal amounts existing on the date hereof described on Schedule 7.1 heretoClosing Date shall include all amounts by which any such debt accretes after the Closing Date;
(c) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Borrower and the Wholly Owned Restricted Subsidiaries, Debt owed to each other incurred in the ordinary course of business in accordance with past practices;
(d) so long as there exists no Default or Event of Default both before and after giving effect thereto, in addition to all other Debt permitted to be incurred pursuant to this Section 7.02, (i) unsecured Debt of the Borrower in respect to Interest Rate Protection Agreements, (ii) acquired Subordinated Indebtedness of the Borrower, so long as such Subordinated Indebtedness in the aggregate for all outstanding principal amounts does not exceed $500,000,000, provided that, if the Total Leverage Ratio is less ------------- than 4.00 to 1.00 both before and after giving effect to any such incurrence, the Borrower may incur Subordinated Indebtedness in principal amounts in excess of $500,000,000 and (iii) in addition to Debt for Borrowed Money owed by any SFX Entity permitted to be incurred in accordance with the terms of subsection (ii) immediately preceding, unsecured Debt (on a pari passu basis with the Obligations), Preferred Stock or any AMFM EntitySubordinated Indebtedness of the Borrower in an aggregate principal amount outstanding not to exceed the difference between $1,000,000,000 and the Loan Increase, if any, provided that (A) such unsecured Debt on a pari passu basis ------------- shall be otherwise on terms and conditions reasonably acceptable to the Arranging Agents and (B) the material terms of all such Debt for Borrowed Money existed prior (including, without limitation, Subordinated Indebtedness) and Preferred Stock shall be no more restrictive than any comparable terms of either this Agreement or any Existing Financing Documentation (whichever is more restrictive), provided that, if the Total Leverage ratio is less than 4.00 to 1.00 both before ------------- and after giving effect to any such incurrence, the date of Borrower may incur unlimited Debt for Borrowed Money (including, without limitation, Subordinated Indebtedness) or Preferred Stock meeting the AMFM Acquisition and the SFX Acquisition requirements set forth in (as applicableA) and (B) was above;
(e) so long as there exists no Default or Event of Default both before and after giving effect thereto, Debt of the Borrower or any Original Restricted Subsidiary in respect of Permitted Refinancing Indebtedness;
(f) in addition to all other Debt permitted to be incurred pursuant to this Section 7.02, after the Acquisition Date, so long as there exists no Default or Event of Default both before and after giving effect thereto,
(i) the Borrower may incur unsecured Debt for Borrowed Money (including, without limitation, Subordinated Indebtedness) and/or issue Preferred Stock so long as the material terms are reasonably acceptable to the Arranging Agents and no more restrictive than the comparable terms of this Agreement or any of the Existing Financing Documentation (whichever is more restrictive), and
(ii) the Restricted Subsidiaries may incur Debt for Borrowed Money (including, without limitation, Subordinated Indebtedness) not incurred otherwise permitted by such AMFM Entity this Section 7.02 that is unsecured and in an aggregate amount not to exceed 10% of the Tangible Assets of the Borrower and the Restricted Subsidiaries at any one time outstanding,
(g) so long as there exists no Default or SFX Entity Event of Default both before and after giving effect to the incurrence thereof, Debt for Borrowed Money and/or Preferred Stock of the Borrower and the Restricted Subsidiaries meeting the qualifications set forth below:
(i) in anticipation an aggregate principal amount for the Borrower and the Restricted Subsidiaries together not in excess of $50,000,000 outstanding at any one time for both Debt for Borrowed Money and Preferred Stock, and
(ii) in addition to amounts permitted under (b) and (g)(i) above, in respect of Capital Leases and purchase money as defined in the UCC in an aggregate amount for the Borrower and the Restricted Subsidiaries together not in excess of $125,000,000 outstanding at any one time, and
(iii) in addition to (g)(i) and (ii) above, any amount of Preferred Stock, provided that the terms of such AcquisitionPreferred Stock shall (i) provide ------------- for payment in kind dividends only, except to the extent declared by the Board of Directors and approved by the Administrative Agent and the Majority Lenders, (ii) contain no covenants of the Borrower or any Restricted Subsidiary, (iii) contain no mandatory redemption, defeasance, sinking fund or prepayment provisions, (iv) provide that the sole remedies for breach or default of any provision of such Preferred Stock shall be limited to additional board seats, so long as it does not cause a Change of Control or Specified Change of Control, (v) not contain any voting rights that could cause a Change of Control or a Specified Change of Control and (vi) not contain any liquidation rights or conversion rights (other than conversion rights into the common Capital Stock of the Borrower);
(h) so long as there exists no Default or Event of Default both before and after giving effect to the incurrence thereof, the Borrower and the Restricted Subsidiaries may incur other unsecured Debt for Borrowed Money under and/or Preferred Stock not described in (a) through (g) above, provided that the Loan Papers, aggregate ------------- principal amount of all such Debt and refinancings Preferred Stock for the Borrower and the Restricted Subsidiaries together is never in excess of $50,000,000 outstanding at any one time;
(i) so long as there exists no Default or Event of Default both before and after giving effect to incurrence thereof, and (iv) the Borrower may acquire unsecured Debt for Borrowed Money consisting of Guaranties of certain indebtedness of in connection with an acquisition permitted under Section 7.18 hereof (the $3B Credit Facility by the AMFM/SFX Obligors ("Acquired Debt") so long as in each case (i) such Acquired Debt was not incurred in anticipation of the acquisition by the Borrower, (ii) the Borrower deposits in cash at the Administrative Agent an amount equal to the principal amount of the Acquired Debt as collateral to secure the Obligations hereunder are guaranteed (the "Cash Collateral"), (iii) the Borrower executes a security agreement in form and substance reasonably acceptable to the Administrative Agent and the Arranging Agents granting a lien and security interest in the Cash Collateral to secure the Obligations of the Lenders hereunder together with such other documentation, including, without limitation, UCC-1 filings, as deemed reasonable by identical Guarantiesthe Administrative Agent, (iv) the Acquired Debt must remain the sole obligation of the acquired person and the Borrower shall not, nor shall it permit any Restricted Subsidiary to, execute any Guaranty of the Acquired Debt or otherwise become obligated in any manner with respect to the Acquired Debt (pursuant to assumption, merger, consolidation, operation of law or otherwise). Each Lender hereby authorizes the Administrative Agent to release and return to the Borrower such portion of any Cash Collateral upon the extinguishment of the related Acquired Debt;
(bj) on and after the Acquisition Date, so long as there exists no Default under Section 8.01(a) hereof or Event of Default both before and after giving effect to such transaction, in connection with the U S WEST Acquisition and only upon consummation of the U S WEST Acquisition, the U S WEST Debt and U S WEST Permitted Refinancing Indebtedness shall be permitted to exist, provided that, ------------- notwithstanding the foregoing, (i) except with respect to the U S WEST Guarantees, the Persons obligated on (or with respect to) any such Debt shall not include the Borrower or any of the Original Restricted Subsidiaries (unless the Borrower and/or the Original Restricted Subsidiaries, as applicable, are entitled to incur such Debt under another provision of this Section 7.02) and (ii) any collateral, credit support or other surety for any such Debt shall not be expanded to include any new Properties or assets of the Borrower or any Original Restricted Subsidiary; and
(k) on and after the Acquisition Date (i) the U S WEST Guarantees shall be permitted to exist and (ii) so long as (iA) there exists no Default under Section 8.01(a) hereof or Event of Default both before and (ii) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect on the date of incurrence thereof, for the Restricted Subsidiaries, Capitalized Lease Obligations and Debt for Borrowed Money incurred after giving effect to purchase property, not to exceed, when added to all Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) below, the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters of the Borrower such transaction and (B) the aggregate amount of the U S WEST Guarantees does not exceed the sum of (I) the aggregate amount of such U S WEST Guarantees described on Schedule 1.03 hereto, plus (II) an aggregate amount of additional U S WEST ------------- Guarantees not to exceed $200,000,0002,500,000,000, the Borrower shall be permitted to assume the obligations under the U S WEST Guarantees, provided that, ------------- notwithstanding the foregoing, in all respects other than the aggregate outstanding principal amount at Borrower becoming an obligor thereunder, any time collateral, credit support or other surety for all any such Debt shall remain in the U S WEST Companies, and none of the Original Restricted Subsidiaries, or any of the Properties or assets of the Borrower or the Original Restricted Subsidiaries shall secure, guaranty or otherwise be obligated thereon (only $50,000,000 unless the Borrower and/or the Original Restricted Subsidiaries, as applicable, are entitled to incur such Debt under another provision of which in the aggregate for subsections 7.1(b) and (e) may be securedthis Section 7.02);.
Appears in 1 contract
Samples: Credit Agreement (Qwest Communications International Inc)
Debt for Borrowed Money. The Borrower shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit the Parent or any Restricted Subsidiary of the Borrower to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed Money, except:
(ia) Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, (ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior with respect to the date of the AMFM Acquisition Borrower and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such Acquisitionits Subsidiaries, (iii) Debt for Borrowed Money under the Loan Papers, and refinancings thereof, and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties);
(b) so long with respect to the Borrower, Debt for Borrowed Money described on Schedule 8.02 hereto attached hereto in the principal amounts and as such Debt for Borrowed Money exists as of the Closing Date;
(c) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Parent, Subordinated Debt owed to ABRY up to a maximum aggregate amount of $15,000,000, which may be refinanced (provided no Default or Event of Default exists or would result from the incurrence thereof) with proceeds of one or more issuances (and refinances thereof) of subordinated debt or equity which is on terms and conditions and pursuant to documentation satisfactory to the SuperMajority Lenders);
(d) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Borrower and the Parent, unsecured Debt for Borrowed Money up to the maximum aggregate amount at any one time outstanding of $250,000 for both the Borrower and the Parent, which Debt may not be subject to an interest rate in excess of 13% per annum;
(e) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Borrower and the Parent, secured Debt for Borrowed Money not to exceed $350,000 in the aggregate for the Borrower and the Parent throughout the term of this Agreement;
(f) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Borrower, accrued but unpaid Earn-Out Liabilities;
(g) provided that no Default or Event of Default exists or would result from the incurrence thereof, with respect to the Parent, the Borrower and the Subsidiaries of the Borrower, Debt owed to each other; provided that all Debt owed by the Borrower or any of its Subsidiaries to the Parent shall be Subordinated Debt;
(h) provided that no Default or Event of Default exists or would result from the incurrence thereof, in addition to the Subordinated Debt the Parent is entitled to incur in accordance with the terms of Section 8.02(c) above, the Parent may incur Subordinated Debt to the Shareholders, such Subordinated Debt not to exceed in principal face amount in the aggregate for any taxable year, the amount necessary to enable the Borrower to obtain the maximum possible deduction for dividends paid, as defined in Section 561 of the Code and further described in Section 857 of the Code for such year, taking into account the sum of all distributions previously made to Shareholders permitted by Section 8.08(b)(iii) hereof for such fiscal year, provided that, any determination under Section 857 of the Code shall take into consideration for such purpose the necessity of increasing the aggregate amounts distributed to reflect the fact that distributions in redemption of any preferred return on any class of stock will be treated as being made partly from earnings and profits and partly from capital;
(i) there exists provided that no Default and (ii) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect on Event of Default exists or would result from the date of incurrence thereof, for the Restricted Subsidiaries, Capitalized Lease Obligations and Debt for Borrowed Money incurred by the Borrower to purchase propertysellers in connection with Permitted Acquisitions, the amount of such Debt which shall not to exceed, when added to all together with the amount of seller Debt described on Schedule 8.02 hereto, the aggregate amount of Letters of Credit which are issued hereunder in connection with such Permitted Acquisitions; and
(j) provided that, no Default or Event of Default exists or would result from the incurrence thereof, Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) below, the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters of the Borrower and (B) $200,000,000, in Parent incurred pursuant to the aggregate outstanding principal amount at any time for all Restricted Subsidiaries (only $50,000,000 of which in the aggregate for subsections 7.1(b) and (e) may be secured);Parent Senior Notes.
Appears in 1 contract
Debt for Borrowed Money. The Borrower shall not create, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit any Restricted Subsidiary to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed Money, except:
(i) Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, (ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior to the date of the AMFM Acquisition and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such Acquisition, (iii) Debt for Borrowed Money under the Loan Papers, and refinancings thereof, thereof and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Original Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties);
(b) so long as (i) there exists no Default and (ii) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect on the date of incurrence thereof, for the Restricted Subsidiaries, Capitalized Lease Obligations and Debt for Borrowed Money incurred to purchase property, not to exceed, when added to all Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) below, the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters of the Borrower and (B) $200,000,000, in the aggregate outstanding principal amount at any time for all Restricted Subsidiaries (only $50,000,000 of which in the aggregate for subsections 7.1(b) and (e) may be secured);time
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Communications Inc)
Debt for Borrowed Money. The Borrower shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit the Parent or any Restricted Subsidiary of the Borrower to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed Money, except:
(ia) Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, (ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior with respect to the date of Parent, the AMFM Acquisition Borrower and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such Acquisitionits Subsidiaries, (iii) Debt for Borrowed Money under the Loan Papers;
(b) with respect to the Parent, the Borrower and refinancings thereofits Subsidiaries, Debt for Borrowed Money in existence on the Closing Date described on Schedule 8.02 hereto and not otherwise permitted ------------- pursuant to this Section 8.02 in the principal amounts and as such Debt for Borrowed Money exists as of the Closing Date;
(c) with respect to the Parent (i) up to $100,000,000 in 1999 Convertible Subordinated Notes, on terms and conditions acceptable to Administrative Lender, (ii) the 1998 9 3/4% Senior Notes; (iii) the 1998 Senior Notes, and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties)1997 Senior Notes;
(bd) so long as (i) there exists provided that no Default and (ii) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect on Event of Default exists or would result from the date of incurrence thereof, for the Restricted Subsidiaries, Capitalized Lease Obligations and Debt for Borrowed Money incurred with respect to purchase property, not to exceed, when added to all Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) below, the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters of the Borrower and (B) $200,000,000the wholly owned Subsidiaries of the Borrower, in the aggregate outstanding principal amount at any time for all Restricted Subsidiaries (only $50,000,000 of which in the aggregate for subsections 7.1(b) and Debt owed to each other; and
(e) may provided that no Default or Event of Default exists or would result from the incurrence thereof, Debt constituting Capital Leases or purchase money Debt in an aggregate amount over the term of this Agreement not to exceed $5,000,000, incurred by the Borrower or any Subsidiary in connection with any acquisition permitted to be securedmade in accordance with the terms of Section 8.05(b) hereof.
SECTION 6. Section 8.05(b);. Section 8.05(b) on page 61 of the Credit --------------- Agreement is hereby amended and restated in its entirety to read as follows:
Appears in 1 contract
Samples: Credit Agreement (Itc Deltacom Inc)
Debt for Borrowed Money. The Borrower shall will not, and will not createcause or permit the Parent or any of their Subsidiaries or Telergy East to, assume, incur or otherwise become or remain obligated in respect of, issue any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has hadPreferred Stock, or will haveto issue, a Material Adverse Effect. The Borrower shall not permit any Restricted Subsidiary toincur, create, assume, incur or otherwise become or remain obligated in respect of, assume or permit to be outstanding, or suffer to exist any Debt for Borrowed Money, except:
(ia) Debt for Borrowed Money of the Parent, the Borrower and their Subsidiaries existing on the date hereof described on and set forth in Schedule 7.1 7.02 hereto, ;
(ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior to the date of the AMFM Acquisition and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such Acquisition, (iiib) Debt for Borrowed Money under of any Subsidiary (other than Telergy Canada) owed to the Loan PapersParent, the Borrower or to another Wholly-Owned Subsidiary of the Borrower (other than Telergy Canada) or Telergy Central;
(c) so long as there exists no Default or Event of Default both immediately before and refinancings thereofafter immediately giving effect to the incurrence of such Debt for Borrowed Money, and (iv) the Parent, Borrower or Network Services may incur Debt for Borrowed Money consisting of Guaranties of certain indebtedness in connection with the terms and conditions of the $3B Nortel Credit Facility by Line and the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties)GATX Lease Agreement;
(bd) so long as (i) there exists no Default or Event of Default both immediately before and (ii) no event has occurred and no circumstance existsafter giving effect thereto, which has hadin a form reasonably acceptable to Administrative Agent, or will have, a Material Adverse Effect on the date of incurrence thereof, for the Restricted Subsidiaries, Capitalized Lease Obligations and Debt for Borrowed Money incurred in respect to Interest Hedge Agreements;
(e) so long as there exists no Default or Event of Default both immediately before and immediately after giving effect to the incurrence thereof, the Parent, the Borrower and their Subsidiaries may incur purchase propertymoney indebtedness, Capital Leases or other secured and/or unsecured indebtedness for the purpose of providing financing in connection with the purchase of any real property or other assets, or for any other purpose, in the maximum amount not to exceedexceed $1,500,000 at any one time outstanding;
(f) so long as there exists no Default or Event of Default both immediately before and immediately after giving effect to the incurrence thereof, when added to all the Parent or the Borrower may incur additional Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) below, to M&T Bank in accordance with the greater of (A) 10% of Operating Cash Flow for the four most recently completed fiscal quarters credit line of the Borrower and (B) $200,000,000Parent or the Borrower, all such indebtedness owing to M&T Bank shall be in the aggregate a maximum amount outstanding principal amount at any time not in excess of $800,000;
(g) so long as there exists no Default or Event of Default both immediately before and immediately after giving effect to the incurrence thereof, Debt for all Restricted Borrowed Money of the Parent, the Borrower or any of their Subsidiaries in respect of Permitted Refinancing Indebtedness;
(only $50,000,000 h) so long as there exists no Default or Event of Default both immediately before and immediately after giving effect to the incurrence thereof, Guarantees by the Parent, the Borrower or their Subsidiaries of Debt for Borrowed Money permitted to be incurred by this Agreement of the Parent, the Borrower or their Subsidiaries;
(i) so long as there exists no Default or Event of Default both immediately before and immediately after giving effect to the incurrence thereof, Debt for Borrowed Money permitted to be incurred by this Agreement of the Parent, the Borrower or their Subsidiaries in respect of bids, performance bonds, completion guarantees and surety and appeal bonds each of which is incurred in the aggregate for subsections 7.1(bordinary course of business; and
(j) so long as there exists no Default or Event of Default both immediately before and (e) after immediately giving effect thereto, the Parent may be secured);make payments in kind with respect to dividends on the Global Preferred Stock.
Appears in 1 contract
Samples: Credit Agreement (Telergy Inc /Ny)
Debt for Borrowed Money. The Borrower Borrowers shall not createnot, assume, incur or otherwise become or remain obligated in respect of, any Debt for Borrowed Money, unless at the time such Debt for Borrowed Money is incurred by the Borrower (a) there exists no Default and (b) no event has occurred and no circumstance exists, which has had, or will have, a Material Adverse Effect. The Borrower shall not permit any Restricted Subsidiary of their Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, or suffer to exist any Debt for Borrowed Money, except:
(ia) Debt for Borrowed Money existing on the date hereof described on Schedule 7.1 hereto, (ii) acquired Debt for Borrowed Money owed by any SFX Entity or any AMFM Entity, provided that (A) such Debt for Borrowed Money existed prior with respect to the date of the AMFM Acquisition Borrowers and the SFX Acquisition (as applicable) and (B) was not incurred by such AMFM Entity or SFX Entity in anticipation of such Acquisitiontheir Subsidiaries, (iii) Debt for Borrowed Money under the Loan Papers, and refinancings thereof, and (iv) Debt for Borrowed Money consisting of Guaranties of certain indebtedness of the $3B Credit Facility by the AMFM/SFX Obligors (so long as the Obligations hereunder are guaranteed by identical Guaranties);
(b) with respect to the Borrowers and their Subsidiaries, Debt for Borrowed Money in existence on the Closing Date described on Schedule 8.02 ------------- hereto and not otherwise permitted pursuant to the terms of this Section 8.02, in each case only in the principal amounts and as such Debt for Borrowed Money exists as of the Closing Date;
(c) provided that no Default or Event of Default exists or would result from the incurrence thereof , (i) Debt owed between or among the Domestic Borrower and the DB Subsidiaries, (ii) owed between or among the Foreign Borrower and the FB Subsidiaries, (iii) Debt owed by Foreign Borrower or by an FB Subsidiary to Domestic Borrower or a DB Subsidiary and (iv) owed by the Domestic Borrower to the Foreign Borrower or an FB Subsidiary incurred for the purpose of making scheduled payments on the High Yield Indebtedness or payment hereunder;
(d) so long as (i) there exists no Default or Event of Default both before and after giving effect thereto, Debt of either Borrower in respect to Interest Rate Protection Agreements;
(iie) so long as there exists no event has occurred Default or Event of Default both before and after giving effect thereto, Debt of either Borrower in respect of Permitted Refinancing Indebtedness;
(f) so long as there exists no circumstance existsDefault or Event of Default both before and after giving effect to the incurrence thereof and in form and substance acceptable to the Administrative Agent, which has hadsecured Debt (including Capital Leases) of either Borrower or its Subsidiaries in an amount outstanding at any one time during the term of this Agreement not to exceed an amount equal to $50,000,000;
(g) so long as there exists no Default or Event of Default both before and after giving effect to the incurrence thereof and in form and substance acceptable to the Administrative Agent, secured or will have, a Material Adverse Effect on unsecured Debt (including Capital Leases) of either Borrower (in addition to permitted Debt described above) in an amount outstanding at any one time during the date term of this Agreement not to exceed an amount equal to $10,000,000; and
(h) so long as there exists no Default or Event of Default both before and after giving effect to the incurrence thereof, for and so long as the Restricted Subsidiaries, Capitalized Lease Obligations Domestic Borrower delivers to the Administrative Agent and Debt for Borrowed Money incurred the Lenders a pro forma Compliance Certificate giving effect to purchase property, not to exceed, when added to all Debt for Borrowed Money incurred or acquired as permitted by 7.1(e) below, the greater incurrence of (A) 10% any High Yield Indebtedness and demonstrating compliance with the terms of Operating Cash Flow for this Agreement and the four most recently completed fiscal quarters Loan Papers throughout the term of the Loan, unsecured High Yield Indebtedness of the Domestic Borrower and (B) $200,000,000, in an amount in the aggregate outstanding principal over the term of this Agreement not to exceed an amount at any time for all Restricted Subsidiaries (only $50,000,000 of which in equal to$250,000,000 with such other terms and conditions as agreed to by the aggregate for subsections 7.1(b) Administrative Agent and (e) may be secured);the Borrower.
Appears in 1 contract
