Investments and Acquisitions. The Borrower shall not, and shall not permit any of its Subsidiaries to, make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any Person, or make any Acquisition, except that so long as no Default then exists or would be caused thereby: (a) The Borrower and its Subsidiaries may, directly or through a brokerage account (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's Ratings Group and (iii) purchase repurchase agreements, bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings Group; (b) Provided that the Borrower provides to the Agents and the Lenders financial projections and calculations, in form and substance satisfactory to the Co-Administrative Agents, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect thereto, the Borrower may make the following Acquisitions and Investments: (i) Acquisitions and Investments of Cellular Systems and/or domestic wireless telephony business (including, without limitation, in-market and contiguous paging and auctions of Local Multipoint Distribution Service licenses); and (ii) other Acquisitions and Investments for an aggregate Net Purchase Price not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, $100,000,000.00 during the term of this Agreement; provided, however, that the Borrower shall not be required to provide compliance calculations for Investments in the form of Restricted Payments permitted pursuant to Section 7.7(b) hereof.
Appears in 1 contract
Investments and Acquisitions. The Borrower Borrowers shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any Personother Person or other assets or property (other than assets or property in the ordinary course of business), or make any AcquisitionAcquisition or Investment; provided, except however, that so long as no Default then exists or would be caused therebythe Borrowers and the Restricted Subsidiaries may:
(a) The Borrower and its Subsidiaries may, directly or through a brokerage account or investment advisor (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper and other short-term obligations and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and whose issuer is, at the time of purchase, rated "“P-2" ” or better by Xxxxx'x Investors Service, Inc. Moody’s or "“A-2" ” or better by Standard and Poor's Ratings Group and ’s, (iii) purchase repurchase agreements, bankers' ’ acceptances, and domestic and Eurodollar certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, (A) a United States national or state bank the deposits (or any domestic branch of which are insured a foreign bank) subject to supervision and examination by the Federal Deposit Insurance Corporation federal or the Federal Savings and Loan Insurance Corporation state banking or depository institution authorities and having capital, surplus and undivided profits totaling more than $100,000,000.00 and rated "“A" ” or better by Xxxxx'x Investors Service, Inc. Moody’s or Standard and Poor's Ratings Group’s, or (B) a Broker/Dealer, and (iv) invest in money market funds having a rating from Moody’s and Standard and Poor’s in the highest investment category granted thereby;
(b) Provided so long as no Default then exists or would be caused thereby, establish Unrestricted Subsidiaries and make Investments in (i) such Unrestricted Subsidiaries (in addition to Investments permitted under Section 7.6(d) and (f) hereof), and (ii) Persons (other than any Verestar Entity) primarily engaged in domestic and foreign communications tower, tower management and related businesses (but not primarily Teleport Businesses), directly or indirectly; provided that the Borrower provides except to the Agents and extent such Investments are made with cash proceeds from the Lenders financial projections and calculationsissuance of Capital Stock of the Parent, in form and substance satisfactory to the Co-Administrative Agents, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect theretoto such additional Investment, the Borrower may make aggregate Net Investment Amount made pursuant to the following Acquisitions provisions of this Section 7.6(b) shall not exceed, from and Investments:
(i) Acquisitions and after the Agreement Date, $100,000,000.00 at any time; provided further that, in the case of Investments of Cellular Systems and/or domestic wireless telephony business (including, without limitation, in-market and contiguous paging and auctions of Local Multipoint Distribution Service licenses); and
made pursuant to clause (ii) other Acquisitions and Investments for an aggregate Net Purchase Price not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, $100,000,000.00 during the term of this Agreement; Section 7.6(b), the Parent, any Borrower or any of the Restricted Subsidiaries has executed a binding acquisition, merger, lease/sublease or management agreement with such Person and that notwithstanding the foregoing Unrestricted Subsidiaries may make Investments and Acquisitions otherwise prohibited under this Section 7.6 hereof (provided, however, that Unrestricted Subsidiaries shall, from and after the Borrower shall Agreement Date, make Investments only (1) in Persons primarily engaged in domestic and foreign communications tower, tower management and related businesses (but not be required to provide compliance calculations for Investments in the form of Restricted Payments primarily Teleport Businesses) and (2) as permitted pursuant to Section 7.7(b7.6(a) hereof);
(c) so long as no Default then exists or would be caused thereby, and subject to compliance with Section 5.13 hereof, make Acquisitions of companies primarily engaged in the tower, tower management and related business and not primarily engaged in the Teleport Businesses;
(d) make Investments consisting of the Sconnix Note;
(e) so long as no Default then exists or would be caused thereby, (i) make loans and advances to employees of the Parent, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business and (ii) receive notes from employees in an amount not to exceed $5,000,000.00 in the aggregate outstanding at any time in connection with the exercise of stock options; and
(f) all Investments made by the Borrowers and their Subsidiaries existing as of the Agreement Date; and
(g) subject to Section 7.1(e) hereof, make any loan or advance to, or otherwise acquire evidence of Indebtedness, capital stock or other securities or other assets or property of, any Borrower or Restricted Subsidiary. Notwithstanding the limitations set forth elsewhere in this Section 7.6, the Borrowers and the Restricted Subsidiaries may make Acquisitions and Investments using Capital Stock of the Parent in lieu of cash (and the value of such Capital Stock shall be excluded from the monetary limitations set forth above in this Section 7.6).
Appears in 1 contract
Investments and Acquisitions. The Borrower shall not, ---------------------------- and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property (i) acquired in the ordinary course of business, (ii) received in connection with a capital contribution from a stockholder or partner or (iii) received in connection with a Permitted Asset Sale), or make any Acquisition, except that so long as no Default then exists or would be caused thereby:
(a) The Borrower and its the Restricted Subsidiaries may, directly or through a brokerage account (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 100 million and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's Ratings Group Corporation, and (iii) purchase repurchase agreements, bankers' acceptances, and certificates of deposit maturing within three hundred sixty-sixty- five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the -61- Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 100 million and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings GroupCorporation;
(b) Provided that the Borrower provides Subject to compliance with Section 5.13 hereof (to the Agents and the Lenders financial projections and calculations, in form and substance satisfactory to the Co-Administrative Agents, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect theretoextent applicable), the Borrower or any of its Restricted Subsidiaries may make the following Acquisitions and Investments:Acquisitions;
(ic) Acquisitions The Borrower and Investments the Restricted Subsidiaries may make loans and advances to their employees in the ordinary course of Cellular Systems and/or domestic wireless telephony business (including, without limitation, in-market and contiguous paging and auctions of Local Multipoint Distribution Service licenses)in an amount not to exceed $1,000,000 for all such loans; and
(d) The Borrower and the Restricted Subsidiaries may make capital contributions, loans or advances to Unrestricted Subsidiaries and other Affiliates, so long as (i) all such loans or advances are subject to the Assignment of Intercompany Indebtedness and (ii) other Acquisitions and Investments all equity interests representing such capital contributions to Restricted Subsidiaries are pledged to the Administrative Agent as collateral for an aggregate Net Purchase Price not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, $100,000,000.00 during the term of this Agreement; provided, however, that the Borrower shall not be required to provide compliance calculations for Investments in the form of Restricted Payments permitted pursuant to Section 7.7(b) hereofObligations.
Appears in 1 contract
Investments and Acquisitions. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any Acquisition, except that so long as no Default then exists or would be caused thereby:
(a) The Borrower and its Restricted Subsidiaries may, directly or through a brokerage account (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper paper, money-market funds and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 100,000,000 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Moody's Investors Service, Inc. or "A-2" or better by Standard and Poorxxx Xoor's Ratings Group and Group, a division of McGraw-Hill, (iii) purchase repurchase agreements, bankers' acceptancesacceptxxxxx, xxx domestic and Eurodollar certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 100,000,000 and rated "A" or better by Xxxxx'x Moody's Investors Service, Inc. or Standard and Poor's Ratings GroupGroux, x xxvision of McGraw-Hill, Inc.;
(b) Provided that the Borrower provides Subject to the Agents and the Lenders financial projections and calculations, in form and substance satisfactory to the Co-Administrative Agents, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect theretowxxx Xxxxxxn 5.14 hereof, the Borrower or any of its Restricted Subsidiaries may make the following Acquisitions and Investments:
(i) Acquisitions make Acquisitions; (ii) initiate construction of new communications tower facilities; and Investments (iii) make investments in Unrestricted Subsidiaries so long as (A) the maximum amount expended to acquire tower management businesses and site acquisitions does not exceed $25,000,000 in the aggregate, (B) the maximum amount of Cellular Systems and/or domestic wireless telephony business the proceeds of the Loans invested in or used to acquire interests in any Unrestricted Subsidiary does not exceed the sum of (including1) $13,500,000 in the aggregate during the term hereof and (2) to the extent not used for Restricted Payments, without limitationfunds permitted to be used for Restricted Payments pursuant to Sections 7.7(a) and (b) hereof, in-market provided that proceeds from the disposition of any such investment permitted by this clause (b)(iii), shall be available to be used for Restricted Payments or to make additional investments permitted hereunder; provided, further, that Borrower may, subject to Section 2.5(d) hereof, use the Net Proceeds of any issuance of equity interests to invest in any Unrestricted Subsidiary over and contiguous paging above the limitations set forth in this clause (b) and auctions (C) the contribution to the Operating Cash Flow of Local Multipoint Distribution Service licenses)the Borrower at the time of such investment of all such Unrestricted Subsidiaries does not exceed fifteen percent (15%) of the Operating Cash Flow of the Borrower; and
(iic) other Acquisitions Loans or advances to OPM-USA-Inc., as contemplated by that Stock Purchase Agreement between the Borrower and Investments for an aggregate Net Purchase Price OPM-USA-Inc. not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, exceed $100,000,000.00 during the term of this Agreement; provided, however, that the Borrower shall not be required to provide compliance calculations for Investments in the form of Restricted Payments permitted pursuant to Section 7.7(b) hereof9,000,000 (so long as such loans and advances are evidenced by a promissory note).
Appears in 1 contract
Investments and Acquisitions. The Borrower Borrowers shall not, and ---------------------------- shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any AcquisitionAcquisition or Investment; provided, except however, that so long as no Default then exists or would be caused therebythe Borrowers and -------- ------- the Restricted Subsidiaries may:
(a) The Borrower and its Subsidiaries may, directly or through a brokerage account (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper paper, money-market funds and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 100,000,000 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's Ratings Group and Group, a division of XxXxxx-Xxxx, (iii) purchase repurchase agreements, bankers' acceptances, and domestic and Eurodollar certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 100,000,000 and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings Group, a division of XxXxxx-Xxxx, Inc.;
(b) Provided that the Borrower provides to the Agents so long as no Default then exists or would be caused thereby, establish Unrestricted Subsidiaries and the Lenders financial projections and calculationsmake Investments in such Unrestricted Subsidiaries of up to, in form and substance satisfactory to the Co-Administrative Agentsaggregate, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect theretoat any time, the Borrower may make the following Acquisitions and Investments:
sum of (i) Acquisitions $50,000,000 with loans borrowed under the ATS Facility A Loan Agreement or the ATS Facility B Loan Agreement, and Investments of Cellular Systems and/or domestic wireless telephony business (including, without limitation, in-market and contiguous paging and auctions of Local Multipoint Distribution Service licenses); and
(ii) other equity proceeds not used to pay the Separation Obligations or to make Investments permitted under Sections 7.6(c) and (d) hereof;
(c) so long as no Default then exists or would be caused thereby, and subject to compliance with Section 5.13 hereof, make Acquisitions; provided, -------- however, that Acquisitions of communications sites and tower management ------- businesses shall not exceed, in the aggregate, at any time, the sum of (i) $50,000,000 and (ii) equity proceeds not used to pay the Separation Obligations after the Agreement Date or to make Investments for permitted under Sections 7.6(b) and (d) hereof;
(d) so long as no Default then exists or would be caused thereby and subject to compliance with Section 5.13 hereof, make Investments in communications site and related companies in an aggregate Net Purchase Price amount not to exceed, together with Restricted Payments in the aggregate, at any time, the sum of (i) $25,000,000 and (ii) equity proceeds not used to pay the Separation Obligations or to make Investments permitted pursuant to Section 7.7(bunder Sections 7.6(b) and (c) hereof, $100,000,000.00 during the term of this Agreement; provided, however, that the Parent, either Borrower shall not be required or any of -------- ------- their Subsidiaries has executed a binding acquisition or merger agreement with such company;
(e) make Investments consisting of the Sconnix Note; and
(i) make loans and advances to provide compliance calculations for Investments employees in the form ordinary course of Restricted Payments permitted pursuant business and (ii) receive notes from employees in an amount not to Section 7.7(b) hereofexceed $2,000,000 in the aggregate outstanding at any time in connection with the exercise of stock options.
Appears in 1 contract
Investments and Acquisitions. The Borrower Borrowers shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any AcquisitionAcquisition or Investment; provided, except however, that so long as no Default then exists or would be caused therebythe Borrowers and the Restricted Subsidiaries may:
(a) The Borrower and its Subsidiaries may, directly or through a brokerage account or investment advisor (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper and other short-term obligations and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and whose issuer is, at the time of purchase, rated "P-2" or better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's Ratings Group and 's; (iii) purchase repurchase agreements, bankers' acceptances, and domestic and Eurodollar certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, (A) a United States national or state bank the deposits (or any domestic branch of which are insured a foreign bank) subject to supervision and examination by the Federal Deposit Insurance Corporation federal or the Federal Savings and Loan Insurance Corporation state banking or depository institution authorities and having capital, surplus and undivided profits totaling more than $100,000,000.00 and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's, or (B) a Broker/Dealer, and (iv) invest in money market funds having a rating from Xxxxx'x and Standard and Poor's Ratings Groupin the highest investment category granted thereby;
(b) Provided that the Borrower provides so long as no Default then exists or would be caused thereby, establish Unrestricted Subsidiaries and make Investments in (i) such Unrestricted Subsidiaries (in addition to the Agents Investments permitted under Section 7.6(d) and the Lenders financial projections (f) hereof), and calculations(ii) Persons (other than Verestar, Inc. or its Subsidiaries) primarily engaged in form domestic and substance satisfactory to the Co-Administrative Agentsforeign communications tower and tower related businesses (but not Teleport Businesses), specifically demonstrating the Borrower's compliance with Sections 7.7directly or indirectly; provided that, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect theretoto such additional Investment, the Borrower may make aggregate Net Investment Amount made pursuant to the following Acquisitions provisions of this Section 7.6(b) shall not exceed, from and Investments:
(i) Acquisitions and after October 18,2002, $50,000,000.00 at any time; provided further that, in the case of Investments of Cellular Systems and/or domestic wireless telephony business (including, without limitation, in-market and contiguous paging and auctions of Local Multipoint Distribution Service licenses); and
made pursuant to clause (ii) other of this Section 7.6(b), the Parent, any Borrower or any of the Restricted Subsidiaries has executed a binding acquisition, merger, lease/sublease or management agreement with such Person and that notwithstanding the foregoing Unrestricted Subsidiaries may make Investments and Acquisitions otherwise prohibited under this Section 7.6 hereof (provided, however, that Unrestricted Subsidiaries (1) may not make Investments in any Verestar Entity and (2) shall, from and after October 18, 2002, make Investments for an aggregate Net Purchase Price only (x) in Persons primarily engaged in domestic and foreign communications tower and tower related businesses (but not to exceed, together with Restricted Payments Teleport Businesses)and (y) as permitted pursuant to Section 7.7(b7.6(a) hereof);
(c) so long as no Default then exists or would be caused thereby, $100,000,000.00 during the term of this Agreementand subject to compliance with Section 5.13 hereof, make Acquisitions; provided, however, that the Borrowers and the Restricted Subsidiaries may not make any Acquisitions of (i) tower management businesses, (ii) tower site management businesses or (iii) Teleport Businesses;
(d) make Investments consisting of the Sconnix Note;
(e) so long as no Default then exists or would be caused thereby, (i) make loans and advances to employees of the Parent, any Borrower shall not be required to provide compliance calculations for Investments or any of the Restricted Subsidiaries in the form ordinary course of business and (ii) receive notes from employees in an amount not to exceed $5,000,000.00 in the aggregate outstanding at any time in connection with the exercise of stock options; and
(f) all Investments made by the Borrowers and their Subsidiaries in the Verestar Entities on or prior to October 18, 2002; provided, that after October 18, 2002, so long as no Default then exists or would be caused thereby, the Borrowers and their Subsidiaries may make secured loans (but not investments) in an aggregate amount at any one time outstanding not to exceed $25,000,000 to one or more Verestar Entities so long as the notes evidencing such loans are pledged to the Administrative Agent as Collateral. Notwithstanding the limitations set forth elsewhere in this Section 7.6, the Borrowers and the Restricted Payments permitted pursuant to Subsidiaries may make Acquisitions and Investments using Capital Stock of the Parent in lieu of cash (and the value of such Capital Stock shall be excluded from the monetary limitations set forth above in this Section 7.7(b) hereof7.6).
Appears in 1 contract
Investments and Acquisitions. The Borrower shall not, and ---------------------------- shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any Acquisition; provided, except that so long as no Default then exists or would be caused thereby:however, that: -------- -------
(a) The the Borrower and its Subsidiaries may, any Restricted Subsidiary may directly or through a brokerage account (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper paper, money-market funds and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 100,000,000 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's Ratings Group and Group, a division of XxXxxx-Xxxx, (iii) purchase repurchase agreements, bankers' acceptances, and domestic and Eurodollar certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 100,000,000 and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings Group, a division of XxXxxx-Xxxx, Inc.;
(b) Provided that the Borrower provides to the Agents so long as no Default then exists or would be caused thereby, any Restricted Subsidiary may establish Unrestricted Subsidiaries and the Lenders financial projections and calculationsmake Investments in such Unrestricted Subsidiaries of up to, in form and substance satisfactory to the Co-Administrative Agentsaggregate, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect theretoat any time, the Borrower may make the following Acquisitions and Investments:
sum of (i) Acquisitions $50,000,000, with loans borrowed under the ATS Facility A Loan Agreement or the ATS Facility B Loan Agreement, and Investments of Cellular Systems and/or domestic wireless telephony business (including, without limitation, in-market and contiguous paging and auctions of Local Multipoint Distribution Service licenses); and
(ii) other Acquisitions and equity proceeds not used to pay the Separation Obligations or to make Investments for an aggregate Net Purchase Price not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(bunder Sections 7.6(c) and (d) hereof;
(c) so long as no Default then exists or would be caused thereby, $100,000,000.00 during the term of this Agreementand subject to compliance with Section 5.12 hereof, any Restricted Subsidiary may make Acquisitions; provided, however, that Acquisitions described in clause -------- ------- (iii) of the Borrower definition of "Acquisitions" shall not be required to provide compliance calculations for Investments exceed at any time, in the form aggregate, the sum of Restricted Payments (i) $50,000,000, and (ii) equity proceeds not used to pay the Separation Obligations after the Agreement Date or to make Investments permitted pursuant to under Section 7.7(b7.6(b) and (d) hereof.;
(d) so long as no Default then exists or would be caused thereby, and subject to compliance with Section 5.12 hereof, any Restricted Subsidiary may make Investments (i) in communications tower facilities and communications tower related companies, in an amount not to exceed at any time, in the aggregate, the sum of (i) $25,000,000 and (ii) equity proceeds not used to pay the Separation Obligations or to make Investments permitted under Sections 7.6(b) and (c) hereof; provided, however, that a Restricted Subsidiary has executed a binding -------- ------- acquisition or merger agreement with such company;
(e) any Restricted Subsidiary may make Investments consisting of the Sconnix Note; and
(i) make loans and advances to employees in the ordinary course of business and (ii) receive notes from employees in an amount not to exceed $2,000,000 in the aggregate in connection with the exercise of stock options
Appears in 1 contract
Investments and Acquisitions. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any AcquisitionAcquisition or Investment, except that so long as no Default then exists or would be caused thereby:
(a) The Borrower and its Subsidiaries may, directly or through a brokerage account (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 100 million and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's Ratings Group Group, a division of XxXxxx-Xxxx, Inc., and (iii) purchase repurchase agreements, bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 100 million and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings GroupCorporation;
(b) Provided that Subject to compliance with Section 5.14 hereof, the Borrower provides or any of its Subsidiaries may complete the Maine Acquisition;
(c) The Borrower may use the cash proceeds of any issuance of equity interest in the Borrower (to the Agents extent permitted hereunder), for the acquisition (including reasonable and customary costs and expenses related to such Acquisition) of not less than fifty and one one-hundredth percent (50.01%) of the ownership interest in Cellular Systems, or the right to construct a Cellular System (including without limitation, associated construction costs), in an RSA or an MSA or a BTA (in the case of a PCS System) which is primarily within the same geographic area as or contiguous to a Cellular System then owned by the Borrower or any of its Subsidiaries, Capital Expenditures and general working capital purposes without the consent of the Banks; PROVIDED, that, (i) the Borrower shall not enter into any binding agreement with respect to an Acquisition with such proceeds unless (A) the Borrower shall have received sufficient funds to make such Acquisition or (B) such agreement shall contain a commercially reasonable liquidated damages provision, (ii) prior to entering into any binding agreement with respect to such Acquisition, the Borrower shall deliver to the Administrative Agent and the Lenders financial Banks a certificate reflecting pro forma projections and calculations, in form and substance satisfactory to the Co-Administrative Agents, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 the terms and 7.11 hereof conditions of this Agreement from the date of such Acquisition through the Maturity Date after giving effect theretoto such Acquisition and using reasonable assumptions in the opinion of the Majority Banks, (iii) contemporaneously with the completion of the Acquisition, the Borrower shall grant to the Administrative Agent a first priority Lien upon any assets (including without limitation, capital stock and partnership interests) acquired in connection with such Acquisition to the same extent as required hereunder for existing Subsidiaries of the Borrower, and (iv) if a binding agreement for such Acquisition is not executed within twelve (12) months from the date of receipt of the proceeds of the issuance of such equity interest in the Borrower or such Indebtedness, as the case may be, or such Acquisition is not concluded within eighteen (18) months from the date -52- of receipt of the proceeds of the issuance of equity or Indebtedness, as the case may be, the consent of the Majority Banks shall be required for such Acquisition. The Borrower agrees to grant to the Administrative Agent (on behalf of the Banks) a security interest in the proceeds of the issuance of such equity interest in the Borrower or such Indebtedness, as the case may be, until such time as such proceeds are used in connection with an Acquisition;
(d) Subject to compliance with Section 5.14 hereof, the Borrower may issue equity interests in the Borrower in exchange for ownership interests in any Person operating a Cellular System; PROVIDED, that, to the extent that the Borrower has acquired less than or equal to fifty percent (50%) of the total ownership interests in such Person, no such acquired ownership interest subjects the Borrower to any obligation to fund additional capital or otherwise make the following Acquisitions and Investments:any investment (in cash or otherwise) in such Person;
(ie) Acquisitions Subject to compliance with Section 5.14 hereof, the Borrower may use Advances in an amount not to exceed $17,500,000 in the aggregate in whole or in part for the Acquisition (including reasonable and Investments customary costs and expenses related to such Acquisition) of not less than fifty and one one-hundredth percent (50.01%) of the ownership interest (after giving effect to any ownership interest acquired on or prior to the date of such Acquisition as permitted hereunder) in Cellular Systems and/or domestic wireless telephony business Systems, or the right to construct a Cellular System (including, without limitation, in-market associated construction costs), in an RSA or an MSA or a BTA (in the case of a PCS System) which is primarily within the same geographic area as or contiguous to a Cellular System then owned by the Borrower or any of its Subsidiaries without the consent of the Banks;
(f) After the Agreement Date, the Borrower (or any of its Subsidiaries) may make Investments in Wireless Alliance in an aggregate amount not to exceed $30,000,000; PROVIDED, that (i) in the case of any equity investment, any equity interests received in connection with such Investment are pledged as Collateral for the Obligations and contiguous paging and auctions (ii) in the case of Local Multipoint Distribution Service licenses)any loan or extension of Indebtedness, such loan is evidenced by a promissory note which is assigned as Collateral for the Obligations;
(g) Such other Investments or Acquisitions as may be approved in writing by the Majority Banks; and
(iih) other Acquisitions and Investments for an aggregate Net Purchase Price not to exceedDuring such time as any Cooperative Bank shall be a Bank, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, $100,000,000.00 during the term of this Agreement; provided, however, that the Borrower may purchase such non-voting equity interests in such Cooperative Bank represented by participation certificates of such Cooperative Bank as such Cooperative Bank may from time to time require in accordance with such Cooperative Bank's bylaws and "Loan-Based Capital Plan." Each Cooperative Bank shall not have a statutory first Lien on the equity in such Cooperative Bank to secure all obligations of the Borrower to such Cooperative Bank, and such Lien shall be required deemed to provide compliance calculations for Investments in constitute a "Permitted Lien" hereunder. No Cooperative Bank shall be obligated to set off or otherwise apply such equities to the form of Restricted Payments permitted pursuant Borrower's obligations to Section 7.7(b) hereofthe Cooperative Bank.
Appears in 1 contract
Samples: Loan Agreement (Rural Cellular Corp)
Investments and Acquisitions. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any Acquisition, except that so long as no Default then exists or would be caused thereby:
(a) The Borrower and its Restricted Subsidiaries may, directly or through a brokerage account (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper paper, money-market funds and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 100,000,000 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's Ratings Group and Group, a division of XxXxxx-Xxxx, (iii) purchase repurchase agreements, bankers' acceptances, and domestic and Eurodollar certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 100,000,000 and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings Group, a division of XxXxxx-Xxxx, Inc.;
(b) Provided that the Borrower provides Subject to the Agents and the Lenders financial projections and calculations, in form and substance satisfactory to the Co-Administrative Agents, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect theretoSection 5.14 hereof, the Borrower or any of its Restricted Subsidiaries may make the following Acquisitions and Investments:
(i) Acquisitions make Acquisitions; (ii) initiate construction of new communications tower facilities; and Investments (iii) make investments in Unrestricted Subsidiaries so long as (A) the maximum amount expended to acquire tower management businesses and site acquisitions does not exceed $25,000,000 in the aggregate, (B) the maximum amount of Cellular Systems and/or domestic wireless telephony business the proceeds of the Loans invested in or used to acquire interests in any Unrestricted Subsidiary does not exceed the sum of (including1) $13,500,000 in the aggregate during the term hereof and (2) to the extent not used for Restricted Payments, without limitationfunds permitted to be used for Restricted Payments pursuant to Sections 7.7(a) and (b) hereof, in-market provided that proceeds from the disposition of any such investment permitted by this clause (b)(iii), shall be available to be used for Restricted Payments or to make additional investments permitted hereunder; provided, further, that Borrower may, subject to Section 2.5(d) hereof, use the Net Proceeds of any issuance of equity interests to invest in any Unrestricted Subsidiary over and contiguous paging above the limitations set forth in this clause (b) and auctions (C) the contribution to the Operating Cash Flow of Local Multipoint Distribution Service licenses)the Borrower at the time of such investment of all such Unrestricted Subsidiaries does not exceed fifteen percent (15%) of the Operating Cash Flow of the Borrower; and
(iic) other Acquisitions Loans or advances to OPM-USA-Inc., as contemplated by that Stock Purchase Agreement between the Borrower and Investments for an aggregate Net Purchase Price OPM-USA-Inc. not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, exceed $100,000,000.00 during the term of this Agreement; provided, however, that the Borrower shall not be required to provide compliance calculations for Investments in the form of Restricted Payments permitted pursuant to Section 7.7(b) hereof9,000,000 (so long as such loans and advances are evidenced by a promissory note).
Appears in 1 contract
Investments and Acquisitions. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any Acquisition, except that so long as no Default then exists or would be caused thereby:
(a) The Borrower and its Restricted Subsidiaries may, directly or through a brokerage account (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper paper, money-market funds and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 100 million and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Moody's Investors Service, Inc. or "A-2X-0" or better by Standard and Poor's Ratings Group and Group, a division of McGraw-Hill, (iii) purchase repurchase agreementsrepxxxxxxx xxreements, bankers' acceptances, and domestic and Eurodollar certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 100 million and rated "A" or better by Xxxxx'x Moody's Investors Service, Inc. or Standard Xxxxxxrd and Poor's Ratings Group;
(b) Provided that the Borrower provides to the Agents and the Lenders financial projections and calculations, in form and substance satisfactory to the Coa division of McGraw-Administrative AgentsHill, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect thereto, the Borrower may make the following Acquisitions and Investments:
(i) Acquisitions and Investments of Cellular Systems and/or domestic wireless telephony business (including, without limitation, in-market and contiguous paging and auctions of Local Multipoint Distribution Service licenses)Inc.; and
(x) Subject to compliance with Section 5.14 hereof, the Borrower or any of its Restricted Subsidiaries may (i) make Acquisitions; (ii) other Acquisitions initiate construction of new communications tower facilities; and Investments for an (iii) make investments in Unrestricted Subsidiaries so long as the maximum amount of the proceeds of the Loans invested or used to acquire interests in any such Unrestricted Subsidiary does not exceed the sum of (A) $13,500,000 in the aggregate Net Purchase Price not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, $100,000,000.00 during the term of this Agreement; providedhereof and (B) to the extent not used for Restricted Payments, however, that the Borrower shall not funds permitted to be required to provide compliance calculations used for Investments in the form of Restricted Payments permitted pursuant to Section 7.7(bSections 7.7(a) hereof.and
Appears in 1 contract
Investments and Acquisitions. The Borrower Borrowers shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any AcquisitionAcquisition or Investment; provided, except however, that so long as no Default then exists or would be caused therebythe Borrowers and the Restricted Subsidiaries may:
(a) The Borrower and its Subsidiaries may, directly or through a brokerage account or investment advisor (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper and other short-term obligations and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and whose issuer is, at the time of purchase, rated "P-2" or better by Xxxxx'x Investors Service, Inc. Moody's or "A-2" or better by Standard and Poor's Ratings Group and 's; (iii) purchase repurchase agreements, bankers' acceptances, and domestic and Eurodollar certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, (A) a United States national or state bank the deposits (or any domestic branch of which are insured a foreign bank) subject to supervision and examination by the Federal Deposit Insurance Corporation federal or the Federal Savings and Loan Insurance Corporation state banking or depository institution authorities and having capital, surplus and undivided profits totaling more than $100,000,000.00 and rated "A" or better by Xxxxx'x Investors Service, Inc. Moody's or Standard and Poor's, or (B) a Broker/Dealer, and (iv) invest in money market funds having a rating from Moody's Ratings Groupand Standard and Poor's in the highest investment category granted thereby;
(b) Provided that the Borrower provides so long as no Default then exists or would be caused thereby, establish Unrestricted Subsidiaries and make Investments in (i) such Unrestricted Subsidiaries (in addition to the Agents Investments permitted under Section 7.6(e), (g) and the Lenders financial projections (j) hereof), (ii) [reserved] and calculations(iii) Persons (other than Verestar, Inc. or its Subsidiaries) primarily engaged in form domestic and substance satisfactory to the Co-Administrative Agentsforeign communications tower and tower related businesses (but not Teleport Businesses), specifically demonstrating the Borrower's compliance with Sections 7.7directly or indirectly; provided that, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect theretoto such additional Investment, the aggregate Net Investment Amount made pursuant to the provisions of this Section 7.6(b) shall not exceed, from and after the effective date of the Seventh Amendment hereto dated as of October 18, 2002, $50,000,000.00 at any time; provided further that, in the case of Investments made pursuant to clause (iii) of this Section 7.6(b), the Parent, any Borrower or any of the Restricted Subsidiaries has executed a binding acquisition, merger, lease/sublease or management agreement with such Person and that notwithstanding the foregoing Unrestricted Subsidiaries may make Investments and Acquisitions otherwise prohibited under this Section 7.6 hereof (provided, however, that Unrestricted Subsidiaries (1) may not make Investments in Verestar, Inc. or its Subsidiaries and (2) shall, from and after the following Acquisitions effective date of the Seventh Amendment hereto dated as of October 18, 2002, make Investments only in Persons primarily engaged in domestic and Investments:foreign communications tower and tower related businesses (but not Teleport Businesses));
(ic) Acquisitions so long as no Default then exists or would be caused thereby, and Investments of Cellular Systems and/or domestic wireless telephony business (including, without limitation, in-market and contiguous paging and auctions of Local Multipoint Distribution Service licenses); and
(ii) other Acquisitions and Investments for an aggregate Net Purchase Price not subject to exceed, together compliance with Restricted Payments permitted pursuant to Section 7.7(b) 5.13 hereof, $100,000,000.00 during the term of this Agreementmake Acquisitions; provided, however, that the Borrowers and the Restricted Subsidiaries may not make any Acquisitions of (i) tower management businesses, (ii) tower site management businesses or (iii) Teleport Businesses;
(d) [Reserved];
(e) make Investments consisting of the Sconnix Note;
(f) [Reserved];
(g) so long as no Default then exists or would be caused thereby, make loans to 116 Huntington in an aggregate amount not to exceed at any time outstanding $2,700,000;
(h) so long as no Default then exists or would be caused thereby, (i) make loans and advances to employees of the Parent, any Borrower shall not be required to provide compliance calculations for Investments or any of the Restricted Subsidiaries in the form ordinary course of business and (ii) receive notes from employees in an amount not to exceed $5,000,000.00 in the aggregate outstanding at any time in connection with the exercise of stock options;
(i) [Reserved]; and
(j) all Investments made by the Borrowers and their Subsidiaries in Verestar, Inc. and its Subsidiaries on or prior to the date of the Seventh Amendment hereto dated as of October 18, 2002; provided, that after the date of the Seventh Amendment hereto dated as of October 18, 2002, so long as no Default then exists or would be caused thereby, the Borrowers and their Subsidiaries may make secured loans (but not investments) in an aggregate amount at any one time outstanding not to exceed $25,000,000 to Verestar, Inc. and its Subsidiaries so long as the notes evidencing such loans are pledged to the Administrative Agent as Collateral. Notwithstanding the limitations set forth elsewhere in this Section 7.6, the Borrowers and the Restricted Payments permitted pursuant Subsidiaries may make Acquisitions and Investments using Capital Stock of the Parent in lieu of cash (and the value of such Capital Stock shall be excluded from the monetary limitations set forth above in this Section 7.6)."
(ii) Amendment to Section 7.7(b) hereof.7.8. Section 7.8 of the Loan Agreement, Leverage Ratio, is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following:
Appears in 1 contract
Investments and Acquisitions. The Borrower Borrowers shall not, and ---------------------------- shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any AcquisitionAcquisition or Investment; provided, except however, that so long as no Default then exists or would be caused therebythe Borrowers and -------- ------- the Restricted Subsidiaries may:
(a) The Borrower and its Subsidiaries may, directly or through a brokerage account or investment adviser (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper and other short- term obligations and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and whose issuer is, at the time of purchase, rated "P-2" or better by Xxxxx'x Investors Service, Inc. Moody's or "A-2" or better by Standard and Poor's Ratings Group and 's; (iii) purchase repurchase agreements, bankers' acceptances, and domestic and Eurodollar certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, (A) a United States national or state bank the deposits (or any domestic branch of which are insured a foreign bank) subject to supervision and examination by the Federal Deposit Insurance Corporation federal or the Federal Savings and Loan Insurance Corporation state banking or depository institution authorities and having capital, surplus and undivided profits totaling more than $100,000,000.00 and rated "A" or better by Xxxxx'x Investors Service, Inc. Moody's or Standard and Poor's, or (B) a Broker/Dealer, and (iv) invest in money market funds having a rating from Moody's Ratings Groupand Standard and Poor's in the highest investment category granted thereby;
(b) Provided so long as no Default then exists or would be caused thereby, establish Unrestricted Subsidiaries and make Investments in such Unrestricted Subsidiaries (in addition to Investments permitted under Section 7.6(e), (f) and (g) hereof) of up to, in the aggregate, at any time, the sum of (i) $50,000,000.00, with proceeds of the Loans and (ii) equity proceeds received after the Agreement Date and not used to make Acquisitions or Investments permitted under this Section 7.6 (other than clause (a) hereof) or required to be used to repay the Obligations;
(c) so long as no Default then exists or would be caused thereby, and subject to compliance with Section 5.13 hereof, make Acquisitions; provided, -------- however, that (i) Acquisitions of tower management businesses and tower site ------- management businesses shall not exceed in the aggregate at any time the sum of (A) $75,000,000.00 and (B) equity proceeds received after the Agreement Date and not used to make Acquisitions or Investments under this Section 7.6 (other than clause (a) hereof) or required to be used to repay the Obligations, and (ii) Acquisitions of Teleport Businesses (other than the Acquisition of ICG and U.S. Electrodynamics, Inc.) after the Agreement Date shall not exceed in the aggregate at any time the sum of (A) $75,000,000.00 and (B) equity proceeds received after the Agreement Date and not used to make Acquisitions or Investments permitted under this Section 7.6 (other than clause (a) hereof) or required to be used to repay the Obligations;
(d) so long as no Default then exists or would be caused thereby and subject to compliance with Section 5.13 hereof, make Investments in Persons primarily engaged in domestic and foreign communications tower and tower related businesses an aggregate amount not to exceed at any time the sum of (i) $50,000,000.00 and (ii) equity proceeds received after the Agreement Date and not used to make Acquisitions or Investments under this Section 7.6 (other than clause (a) hereof) or required to be used to repay the Obligations, provided -------- that the Parent, any Borrower provides or any of the Restricted Subsidiaries has executed a binding acquisition, merger or management agreement with such Person;
(e) make Investments consisting of the Sconnix Note;
(f) so long as no Default then exists or would be caused thereby, make loans to TV Azteca in an aggregate amount not to exceed at any time outstanding, (i) from the Agents Agreement Date through and including September 30, 2000, $120,000,000.00, and (ii) at all times thereafter, (A) if, after the Lenders financial projections and calculationsAgreement Date but on or prior to September 30, in form and substance satisfactory to the Co-Administrative Agents, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect thereto2000, the Parent receives net cash proceeds from the sale or issuance of its Capital Stock in an aggregate amount of not less than $60,000,000.00, $120,000,000.00, or (B) otherwise, $60,000,000.00;
(g) so long as no Default then exists or would be caused thereby, make loans to 116 Huntington in an aggregate amount not to exceed at any time outstanding $55,000,000.00;
(h) so long as no Default then exists or would be caused thereby, (i) make loans and advances to employees of the Parent, any Borrower may make or any of the following Acquisitions Restricted Subsidiaries in the ordinary course of business and Investments:(ii) receive notes from employees in an amount not to exceed $5,000,000.00 in the aggregate outstanding at any time in connection with the exercise of stock options; and
(i) make Investments in Galaxy Engineering Services, Inc., a Delaware corporation, not to exceed $14,500,000.00. Notwithstanding the limitations set forth elsewhere in this Section 7.6, the Borrowers and the Restricted Subsidiaries may make Acquisitions and Investments using Capital Stock of Cellular Systems and/or domestic wireless telephony business the Parent in lieu of cash (including, without limitation, in-market and contiguous paging and auctions the value of Local Multipoint Distribution Service licensessuch Capital Stock shall be excluded from the monetary limitations set forth above in this Section 7.6); and
(ii) other Acquisitions and Investments for an aggregate Net Purchase Price not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, $100,000,000.00 during the term of this Agreement; provided, however, that the Borrower shall not be required to provide compliance calculations for Investments in the form of Restricted Payments permitted pursuant to Section 7.7(b) hereof.
Appears in 1 contract
Investments and Acquisitions. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any Acquisition, Acquisition or Investment except that so long as no Default then exists or would be caused therebythat:
(a) The the Borrower and its Subsidiaries may, directly or through a brokerage account account, (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper paper, money-market funds and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's Ratings Group Group, a division of XxXxxx-Xxxx, Inc., and (iii) purchase repurchase agreements, bankers' acceptances, and domestic and Eurodollar certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings Group;, a division of XxXxxx-Xxxx, Inc.; and
(b) Provided that so long as no Default then exists or would be caused thereby and the Borrower provides has demonstrated pro forma compliance with Sections 7.8 and 7.9 hereof, the Borrower may, prior to November 14, 1999, make loans (i) to the Agents Parent (A) to retire the CIBC Facility and, (B) in an aggregate amount not to exceed $3,000,000.00, for working capital needs and other corporate purposes of the Lenders financial projections Parent, and calculations(ii) to any Affiliate Guarantor for working capital needs and other corporate purposes of such Affiliate Guarantor in connection with the operation of the CLEC Business in an aggregate amount not to exceed $2,500,000.00 per calendar month (which amount shall be exclusive of payments made to satisfy the obligation of the Parent to Northern Telecom in connection with the purchase of certain switch equipment which amount shall not exceed $3,000,000.00) or $10,000,000.00 prior to the Maturity Date, in each case, so long as (x) each such loan is evidenced by a promissory note made by such Person in favor of the Borrower in form and substance satisfactory to the Co-Administrative Agents, specifically demonstrating Agent and (y) each such promissory note is assigned as Collateral and delivered to the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect thereto, the Borrower may make the following Acquisitions and Investments:
(i) Acquisitions and Investments of Cellular Systems and/or domestic wireless telephony business (including, without limitation, in-market and contiguous paging and auctions of Local Multipoint Distribution Service licenses); and
(ii) other Acquisitions and Investments for an aggregate Net Purchase Price not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, $100,000,000.00 during the term of this Agreement; provided, however, that the Borrower shall not be required to provide compliance calculations for Investments in the form of Restricted Payments permitted pursuant to Section 7.7(b) hereofAdministrative Agent.
Appears in 1 contract
Samples: Loan Agreement (Advanced Communications Group Inc/De/)
Investments and Acquisitions. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any Acquisition, except that so long as no Default then exists or would be caused thereby:
(a) The Borrower and its Restricted Subsidiaries may, directly or through a brokerage account (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper paper, money-market funds and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 100 million and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's Ratings Group and Group, a division of XxXxxx-Xxxx, (iii) purchase repurchase agreements, bankers' acceptances, and domestic and Eurodollar certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 100 million and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings Group;, a division of XxXxxx-Xxxx, Inc.; and
(b) Provided that the Borrower provides Subject to the Agents and the Lenders financial projections and calculations, in form and substance satisfactory to the Co-Administrative Agents, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect theretoSection 5.14 hereof, the Borrower or any of its Restricted Subsidiaries may make the following Acquisitions and Investments:
(i) Acquisitions and Investments of Cellular Systems and/or domestic wireless telephony business (including, without limitation, in-market and contiguous paging and auctions of Local Multipoint Distribution Service licenses)make Acquisitions; and
(ii) other Acquisitions initiate construction of new communications tower facilities; and Investments for an (iii) make investments in Unrestricted Subsidiaries so long as the maximum amount of the proceeds of the Loans invested or used to acquire interests in any such Unrestricted Subsidiary does not exceed the sum of (A) $13,500,000 in the aggregate Net Purchase Price not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, $100,000,000.00 during the term of this Agreement; providedhereof and (B) to the extent not used for Restricted Payments, however, that the Borrower shall not funds permitted to be required to provide compliance calculations used for Investments in the form of Restricted Payments permitted pursuant to Section 7.7(bSections 7.7(a) hereof.and
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Investments and Acquisitions. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any AcquisitionAcquisition or Investment; PROVIDED, except that so long as no Default then exists or would be caused therebyHOWEVER, that:
(a) The Borrower and or any of its Subsidiaries may, directly or through a brokerage account account, (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper paper, money-market funds and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 100,000,000 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's Ratings Group Group, a division of XxXxxx-Xxxx, Inc., and (iii) purchase repurchase agreements, bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the - 61 - deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 100,000,000 and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings Group, a division of XxXxxx-Xxxx, Inc.;
(b) Provided Except that so long as no Default then exists or would be caused thereby, and subject to compliance with Section 5.14 hereof, the Borrower provides or any of its Subsidiaries may complete the following Acquisitions: (i) the Atlantic Acquisition; and (ii) any Acquisition (including reasonable and customary costs and expenses related to such Acquisition) of not less than fifty and one one-hundredth percent (50.01%) of the Agents and the Lenders financial projections and calculations, in form and substance satisfactory to the Co-Administrative Agents, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof ownership interest (after giving effect theretoto any ownership interest acquired on or prior to the date of such Acquisition as permitted hereunder) in Cellular Systems, or the Borrower may make the following Acquisitions and Investments:
(i) Acquisitions and Investments of right to construct a Cellular Systems and/or domestic wireless telephony business System (including, without limitation, inassociated construction costs), in an RSA or an MSA or a BTA (in the case of a PCS System) which is primarily within the same geographic area as or contiguous to a Cellular System then owned by the Borrower or any of its Subsidiaries; PROVIDED, HOWEVER, that the Acquisitions completed under this clause (ii) shall not exceed $30,000,000 in the aggregate;
(c) Except that so long as no Default then exists or would be caused thereby, the Borrower may use the cash proceeds of any issuance of equity interest in the Borrower (to the extent permitted hereunder), for the acquisition (including reasonable and customary costs and expenses related to such Acquisition) of not less than fifty and one one-market hundredth percent (50.01%) of the ownership interest in Cellular Systems, or the right to construct a Cellular System (including without limitation, associated construction costs), in an RSA or an MSA or a BTA (in the case of a PCS System) which is primarily within the same geographic area as or contiguous to a Cellular System then owned by the Borrower or any of its Subsidiaries, Capital Expenditures and general working capital purposes without the consent of the Lenders; PROVIDED, HOWEVER, that (i) the Borrower shall not enter into any binding agreement with respect to an Acquisition with such proceeds unless (A) the Borrower shall have received sufficient funds to make such Acquisition or (B) such agreement shall contain a commercially reasonable liquidated damages provision; (ii) prior to entering into any binding agreement with respect to such Acquisition, the Borrower shall deliver to the Administrative Agent and the Lenders a certificate reflecting pro forma projections and compliance with the terms and conditions of this Agreement from the date of such Acquisition through the Maturity Date after giving effect to such Acquisition and using reasonable assumptions in the opinion of the Majority Lenders; (iii) contemporaneously with the completion of the Acquisition, the Borrower shall grant to the Administrative Agent a first priority Lien upon any assets (including, without limitation, capital stock and partnership interests) acquired in connection with such Acquisition to the same extent as required hereunder for existing Subsidiaries of the Borrower; and (iv) if a binding agreement for such Acquisition is not executed within twelve (12) months from the date of receipt of the proceeds of the issuance of such equity interest in the Borrower or such Indebtedness, as the case may be, or such Acquisition is not concluded within eighteen (18) months from the date of receipt of the proceeds of the issuance of equity or Indebtedness, as the case may be, the consent of the Majority Lenders shall be required for such Acquisition. The Borrower agrees to grant to the Administrative Agent (for itself and on behalf of the Lenders) a security interest in the proceeds of the issuance of such equity interest in the Borrower or such Indebtedness, as the case may be, until such time as such proceeds are used in connection with an Acquisition;
(d) Except so long as no Default then exists or would be caused thereby, subject to compliance with Section 5.14 hereof, the Borrower may issue equity interests in the Borrower in exchange for ownership interests in any Person operating a Cellular System; PROVIDED, HOWEVER, that to the extent that the Borrower has acquired less than or equal to fifty percent (50%) of the total ownership interests in such Person, no such acquired ownership interest subjects the Borrower to any obligation to fund additional capital or otherwise make any investment (in cash or otherwise) in such Person;
(e) Except so long as no Default then exists or would be caused thereby, after the Agreement Date, the Borrower or any of its Subsidiaries may make Investments in Wireless Alliance in an aggregate amount not to exceed $50,000,000 (which amount shall include, without limitation, any Investment in Wireless Alliance made prior to the Agreement Date, but exclude Acquisitions made pursuant to Section 7.6(b) hereof and Investments made pursuant to Section 7.6(f) hereof); PROVIDED, HOWEVER, that (i) in the case of any equity investment, any equity interests received in connection with such Investment are pledged as Collateral for the Obligations and (ii) in the case of any loan or extension of Indebtedness, such loan is evidenced by a promissory note which is assigned as Collateral for the Obligations; and PROVIDED FURTHER, HOWEVER, that (x) after giving effect to such Acquisition there shall occur no Default or Event of Default, and (y) the Borrower shall have made all repayments required under Section 2.7(b) hereof.
(f) Except so long as no Default then exists or would be caused thereby, after the Agreement Date, the Borrower (or any of its Subsidiaries) may make Investments in an amount not to exceed $50,000,000 in the aggregate (which shall not include Acquisitions made pursuant to Section 7.6(b) hereof and Investments made pursuant to Section 7.6(e) hereof in Cellular Systems, or the right to construct a Cellular System (including, without limitation, associated construction costs), in an RSA or an MSA or a BTA (in the case of a PCS System) which is primarily within the same geographic area as or contiguous paging to a Cellular System then owned by the Borrower or any of its Subsidiaries; PROVIDED, HOWEVER, that (x) after giving effect to such Acquisition there shall occur no Default or Event of Default, and auctions of Local Multipoint Distribution Service licenses)(y) the Borrower shall have made all Repayments required under Section 2.7(b) hereof.
(g) Such other Investments or Acquisitions as may be approved in writing by the Majority Lenders; and
(iih) other Acquisitions and Investments for an aggregate Net Purchase Price not to exceedDuring such time as any Cooperative Lender shall be a Lender, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, $100,000,000.00 during the term of this Agreement; provided, however, that the Borrower may purchase such non-voting equity interests in such Cooperative Lender represented by participation certificates of such Cooperative Lender as such Cooperative Lender may from time to time require in accordance with such Cooperative Lender's bylaws and "Loan-Based Capital Plan." Each Cooperative Lender shall not have a statutory first Lien on the equity in such Cooperative Lender to secure all obligations of the Borrower to such Cooperative Lender, and such Lien shall be required deemed to provide compliance calculations for Investments in constitute a "Permitted Lien" hereunder. No Cooperative Lender shall be obligated to set off or otherwise apply such equities to the form of Restricted Payments permitted pursuant Borrower's obligations to Section 7.7(b) hereofthe Cooperative Lender.
Appears in 1 contract
Samples: Loan Agreement (Rural Cellular Corp)
Investments and Acquisitions. The Borrower Borrowers shall not, and ---------------------------- shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any AcquisitionAcquisition or Investment; provided, except however, that so long as no Default then exists or would be caused therebythe Borrowers and -------- ------- the Restricted Subsidiaries may:
(a) The Borrower and its Subsidiaries may, directly or through a brokerage account (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper paper, money-market funds and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 100,000,000 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's Ratings Group and Group, a division of XxXxxx-Xxxx, (iii) purchase repurchase agreements, bankers' acceptances, and domestic and Eurodollar certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 100,000,000 and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings Group;
, a division of XxXxxx-Xxxx, Inc.; (b) Provided that the Borrower provides to the Agents so long as no Default then exists or would be caused thereby, establish Unrestricted Subsidiaries and the Lenders financial projections and calculationsmake Investments in such Unrestricted Subsidiaries of up to, in form and substance satisfactory to the Co-Administrative Agentsaggregate, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof after giving effect theretoat any time, the Borrower may make the following Acquisitions and Investments:
sum of (i) Acquisitions $50,000,000, with loans borrowed under this Loan Agreement or the ATS Facility A Loan Agreement, and Investments of Cellular Systems and/or domestic wireless telephony business (including, without limitation, in-market and contiguous paging and auctions of Local Multipoint Distribution Service licenses); and
(ii) other Acquisitions equity proceeds not used to pay the Separation Obligations or to make Investments permitted under Sections 7.6(c) and Investments for an aggregate Net Purchase Price not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(b(d) hereof, $100,000,000.00 during the term of this Agreement; provided, however, that the Borrower shall not be required to provide compliance calculations for Investments in the form of Restricted Payments permitted pursuant to Section 7.7(b) hereof.;
Appears in 1 contract
Investments and Acquisitions. The Borrower shall not, and ---------------------------- shall not permit any of its Subsidiaries to, make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock Capital Stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any Acquisition, except that so long as no Default then exists or would be caused thereby:
(a) The Borrower and its Subsidiaries may, directly or through a brokerage account (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 100 million and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Service, Inc. Inc., or any successor, or "A-2" or better by Standard and Poor's Ratings Group Group, a division of McGraw Hill, Inc., or any successor, and (iii) purchase repurchase agreements, bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 100 million and rated "A" or better by Xxxxx'x Investors Service, Inc. Inc., or any successor, or Standard and Poor's Ratings Group;
(b) Provided that the Borrower provides to the Agents and the Lenders financial projections and calculations, in form and substance satisfactory to the Co-Administrative Agentsa division of McGraw Hill, specifically demonstrating the Borrower's compliance with Sections 7.7Inc., 7.8, 7.9, 7.10 and 7.11 hereof after giving effect thereto, the Borrower may make the following Acquisitions and Investments:
(i) Acquisitions and Investments of Cellular Systems and/or domestic wireless telephony business (including, without limitation, in-market and contiguous paging and auctions of Local Multipoint Distribution Service licenses); and
(ii) other Acquisitions and Investments for an aggregate Net Purchase Price not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, $100,000,000.00 during the term of this Agreement; provided, however, that the Borrower shall not be required to provide compliance calculations for Investments in the form of Restricted Payments permitted pursuant to Section 7.7(b) hereofor any successor.
Appears in 1 contract
Samples: Loan Agreement (Metrotrans Corp)
Investments and Acquisitions. The Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, make any loan or advance, or make any Investment or otherwise acquire for consideration evidences of Indebtedness, capital stock Capital Stock or other securities of any PersonPerson or other assets or property (other than assets or property in the ordinary course of business), or make any Acquisition, except that so long as no Default then exists or would be caused thereby:
(a) The Borrower and its the Restricted Subsidiaries may, directly or through a brokerage account (i) purchase marketable, direct obligations of the United States of America, its agencies -68- 74 and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper issued by corporations, each of which shall have a combined net worth of at least $100,000,000.00 100 million and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Moodx'x Xxxestors Service, Inc. Inc., or any successor, or "A-2" or better by Standard and Poor's Ratings Group Group, a division of McGraw Hill, Inc., or any successor, and (iii) purchase repurchase agreements, bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 100 million and rated "A" or better by Xxxxx'x Investors Moodx'x Xxxestors Service, Inc. Inc., or any successor, or Standard and Poor's Ratings Group, a division of McGraw Hill, Inc., or any successor;
(b) Subject to compliance with Section 5.13 hereof, the Borrower may own Capital Stock of any License Sub as permitted by Section 5.16 hereof;
(c) Provided that the Borrower complies with Section 5.13 hereof in connection therewith, and provides to the Agents Administrative Agent and the Lenders Banks financial projections and calculations, in form and substance satisfactory to the Co-Administrative Managing Agents, specifically demonstrating the Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof hereto and its ability to meet its repayment obligations hereunder through the Maturity Date, after giving effect thereto, the Borrower may make the following Acquisitions and InvestmentsAcquisitions:
(i) Acquisitions the Scheduled Acquisitions, provided that, in the case of the Acquisition of the assets of Page America Group, Inc. and Investments of Cellular Systems and/or domestic wireless telephony business (includingits Subsidiaries, without limitation, in-market and contiguous paging and auctions of Local Multipoint Distribution Service licenses); andthe A+ Merger Events Completion Date shall have also occurred;
(ii) other Other Acquisitions and Investments of paging companies for an aggregate Net Purchase Price not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, exceed $100,000,000.00 50,000,000 during the term of this Agreement;
(iii) Additional Acquisitions of paging companies so long as the Total Leverage Ratio, after giving effect to the proposed Acquisition, is less than 5.00 to 1; providedand
(iv) Other Acquisitions with the prior written consent of the Majority Banks; and
(d) The Borrower may make investments in wireless communications ventures in an aggregate amount not to exceed, howeverduring the term of this Agreement, that the sum of (i) $25,000,000 plus (ii) sixty percent (60%) of the amount of all proceeds (net of reasonable and customary transaction costs) from the issuance by the Borrower shall not be required of additional equity on or after the Agreement Date in excess of $25,000,000; provided that (a) all ownership interests of the Borrower or any of its Subsidiaries in such ventures, of whatever nature, are pledged to provide compliance calculations the Administrative Agent as Collateral for Investments in the form of Restricted Payments permitted Obligations pursuant to Section 7.7(bdocumentation satisfactory to the Majority Banks, and (b) hereofall recourse to the Borrower or any of its Subsidiaries with respect to any such venture shall be limited to the amount of the investment made therein by the Borrower in accordance herewith.
Appears in 1 contract
Samples: Loan Agreement (Metrocall Inc)
