Investments, Etc. The Company will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any Investment, except: (i) Investments by the Company and its Restricted Subsidiaries in Subsidiaries and joint ventures and by any Restricted Subsidiary in the Company (including Guarantees by the Company of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guarantees) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Restatement Effective Date (net of returns on such Investments after the Restatement Effective Date) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) and no such Investment may be made at any time that a Default exists or if a Default would result therefrom; (ii) Permitted Investments; (iii) operating deposit accounts with banks; (iv) Disposition Investments received in connection with any Disposition permitted under Section 7.04(d) or any Disposition to which the Lenders shall have consented in accordance with Section 10.02; (v) Investments consisting of (x) loans made by the Company to any Special Acquisition Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in the definition of “Special Acquisition Subsidiary”, (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior to the expiration of such period, such Special Acquisition Subsidiary shall have been contributed to the Company or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 at any one time outstanding; (vi) Investments in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) of the proviso to Section 7.07); (vii) any purchase by the Company of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase; (viii) Investments consisting of Guarantees permitted under Section 7.03; (ix) additional Investments in Persons that are not Affiliates up to but not exceeding the greater of (x) $500,000,000 and (y) 8% of Total Assets (measured at the time of the applicable Investment) in the aggregate at any one time outstanding, provided that no such Investment may be made at any time that a Default exists or if a Default would result therefrom; (x) Investments from the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that the covenant set forth in Section 7.09 is in effect) and the Total Debt Ratio would be less than 7.00 to 1.0; and (xi) Investments in Securitization Entities in connection with Permitted Securitization Financings permitted by Section 7.01(l).
Appears in 5 contracts
Samples: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De)
Investments, Etc. The Company will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any Investment, except:
(i) Investments by the Company and its Restricted Subsidiaries in Subsidiaries and joint ventures and by any Restricted Subsidiary in the Company (including Guarantees by the Company of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guarantees) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Second Restatement Effective Date (net of returns on such Investments after the Second Restatement Effective Date) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) 150,000,000 and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
(iii) operating deposit accounts with banks;
(iv) Disposition Investments received in connection with any Disposition permitted under Section 7.04(d) or any Disposition to which the Lenders shall have consented in accordance with Section 10.02;
(v) Investments consisting of (x) loans made by the Company to any Special Acquisition Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in the definition of “Special Acquisition Subsidiary”, (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior to the expiration of such period, such Special Acquisition Subsidiary shall have been contributed to the Company or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 at any one time outstanding;
(vi) Investments in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) of the proviso to Section 7.07);
(vii) any purchase by the Company of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase);
(viii) Investments consisting of Guarantees permitted under Section 7.03;
(ix) additional Investments in Persons that are not Affiliates up to but not exceeding the greater of (x) $500,000,000 and (y) 8% of Total Assets (measured at the time of the applicable Investment) 150,000,000 in the aggregate at any one time outstanding, provided that no such Investment may be made at any time that a Default exists or if a Default would result therefrom;; and
(x) Investments from the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that 7.09, the covenant set forth in Section 7.09 is in effect) Senior Debt Ratio would be less than 3.50 to 1.0 and the Total Debt Ratio would be less than 7.00 6.00 to 1.0; and
(xi) Investments in Securitization Entities in connection with Permitted Securitization Financings permitted by Section 7.01(l).
Appears in 2 contracts
Samples: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De)
Investments, Etc. The Company will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any Investment, except:
(i) Investments by the Company and its Restricted Subsidiaries in Subsidiaries and joint ventures and by any Restricted Subsidiary in the Company (including Guarantees by the Company of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guarantees) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Third Restatement Effective Date (net of returns on such Investments after the Third Restatement Effective Date) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
(iii) operating deposit accounts with banks;
(iv) Disposition Investments received in connection with any Disposition permitted under Section 7.04(d) or any Disposition to which the Lenders shall have consented in accordance with Section 10.02;
(v) Investments consisting of (x) loans made by the Company to any Special Acquisition Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in the definition of “Special Acquisition Subsidiary”, (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior to the expiration of such period, such Special Acquisition Subsidiary shall have been contributed to the Company or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 at any one time outstanding;
(vi) Investments in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) of the proviso to Section 7.07);
(vii) any purchase by the Company of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase);
(viii) Investments consisting of Guarantees permitted under Section 7.03;
(ix) additional Investments in Persons that are not Affiliates up to but not exceeding the greater of (x) $500,000,000 200,000,000 and (y) 85% of Total Assets (measured at the time of the applicable Investment) in the aggregate at any one time outstanding, provided that no such Investment may be made at any time that a Default exists or if a Default would result therefrom;; and
(x) Investments from the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that the covenant set forth in Section 7.09 is in effect) and the Total Debt Ratio would be less than 7.00 6.50 to 1.0; and
(xi) Investments in Securitization Entities in connection with Permitted Securitization Financings permitted by Section 7.01(l).
Appears in 2 contracts
Samples: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De)
Investments, Etc. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly (through a Subsidiary or otherwise), make or permit to remain outstanding own any Investment, Investments except:
(ia) Investments by the Company and its Restricted Subsidiaries may make and own Investments in Subsidiaries (i) readily marketable direct obligations of the United States of America or of any agency or instrumentality thereof the obligations of which are backed by the full faith and joint ventures and credit of the United States of America or readily marketable obligations unconditionally guaranteed by the United States of America or by any Restricted Subsidiary such agency or instrumentality, in each case maturing within one year from the Company (including Guarantees by the Company date of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary)acquisition thereof, provided that the aggregate amount of any such Investments (including Guarantees) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Restatement Effective Date (net of returns on such Investments after the Restatement Effective Date) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
certificates of deposit, time deposits or bankers' acceptances maturing within one year from the date of acquisition thereof issued by, or demand deposit accounts maintained with, any commercial bank or trust company which is a member of the Federal Reserve System, the long-term debt obligations of which are rated at least A by Xxxxx'x Investors Service Inc. ("MOODY'S") or Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P") and which has combined capital and surplus of at least $250,000,000 (any such bank or trust company, an "ELIGIBLE BANK"), (iii) operating deposit accounts repurchase agreements with banks;
(iv) Disposition Investments received in connection with any Disposition permitted under Section 7.04(d) or any Disposition respect to which securities of the Lenders shall have consented in accordance with Section 10.02;
(v) Investments consisting of (x) loans made by the Company to any Special Acquisition Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition type referred to in the definition foregoing subdivision (a)(i) transacted with Eligible Banks, PROVIDED that each such repurchase agreement obligates an Eligible Bank to repurchase the securities which are the subject thereof no later than 30 days after the acquisition of “Special Acquisition Subsidiary”such repurchase agreement; (iv) money-market preferred stock or money-market auction notes, (B) in each case maturing or redeemable at the option of the holder thereof no such loan shall be outstanding for a period of more than five Business Days unless, prior to one year after the expiration date of such period, such Special Acquisition Subsidiary shall have been contributed to the Company acquisition thereof and having a rating of at least A3 by Moody's or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 at any one time outstanding;
(vi) Investments in Affiliates described inleast A- by S&P, and permitted by, Section 7.07 Tax Exempt Obligations (other than clause (iii) of the proviso to Section 7.07);
(vii) any purchase by the Company of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase;
(viii) Investments consisting of Guarantees permitted under Section 7.03;
(ix) additional Investments in Persons that are not Affiliates up to but not exceeding the greater of (x) $500,000,000 and (y) 8% of Total Assets (measured at the time of the applicable Investmenthereinafter defined) in the aggregate at any form of auction rate reset notes that reset within one time outstanding, provided that no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(x) Investments year from the Cumulative Creditdate of acquisition thereof; (v) obligations, so long as no Default has occurred or the interest with respect to which is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that the covenant set forth in Section 7.09 is in effect) and the Total Debt Ratio would be less than 7.00 to 1.0; and
(xi) Investments in Securitization Entities in connection with Permitted Securitization Financings permitted by Section 7.01(l).exempt from federal income taxation under
Appears in 2 contracts
Samples: Note Purchase Agreement (Hutchinson Technology Inc), Note Purchase Agreement (Hutchinson Technology Inc)
Investments, Etc. The Company will not, and will not permit any ---------------- of its Restricted Subsidiaries to, directly or indirectly, make or permit to remain outstanding own any Investment, Investments except:
(a) the Company and its Subsidiaries may make and own Investments in (i) readily marketable direct obligations issued by the United States of - America or any agency thereof which, in the case of any such agency, are unconditionally guaranteed or backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition thereof; (ii) certificates of deposit or bankers' -- acceptances maturing within one year from the date of creation thereof which are either (x) fully insured by the Federal Deposit Insurance Corporation or (y) issued by a commercial or chartered bank or trust company organized under the laws of the United States of America or a state thereof having combined capital, surplus and undivided profits of not less than $100,000,000 and having, in respect of its long-term unsecured debt obligations, a rating of at least A- from Standard & Poor's Corporation or A3 from Xxxxx'x Investors Service, Inc.; and (iii) open-market commercial paper maturing not later than 270 days after the date of issuance thereof and having at the time of acquisition a rating of at least A-2 from Standard & Poor's Corporation or P-2 from Xxxxx'x Investors Service, Inc. or an equivalent rating from any other credit rating agency of recognized national standing in the United States of America;
(b) the Company and any Subsidiary may continue to own the Investments existing on the date hereof and described in SCHEDULE IV;
(c) the Company and any Subsidiary may make and own Investments in properly endorsed negotiable instruments received in the ordinary course of business;
(d) the Company may make and own any Investment in a promissory note of or an advance to any employee of the Company made in favor of, or assigned to, the Company and arising from the payment by such employee of the subscription price of any Partnership Unit (or portion thereof) and/or any related purchase by the Partnership of capital stock of Holdings;
(e) the Company and any Subsidiary may make and own investments in any Subsidiary or any Person which simultaneously becomes a Subsidiary; and
(f) the Company and its Subsidiaries may make and own Investments in addition to those permitted by the foregoing subdivisions (a) through (e) of this SECTION 6.4, but only if, at the time of the making by the Company or any Subsidiary of any such additional Investment pursuant to this SECTION 6.4(f), the amount of such additional Investment, when added to the amount of all other Investments then owned by the Company and its Restricted Subsidiaries in Subsidiaries and joint ventures and not otherwise permitted by any Restricted of the foregoing subdivisions (a) through (e) of this SECTION 6.4, does not exceed 20% of Consolidated Net Worth. For purposes of this Section, (i) Investments owned by any Person or for which it is obligated at the time it becomes a Subsidiary in shall be deemed to be made at the Company (including Guarantees by the Company of Indebtedness of any time such Person becomes such a Subsidiary and by (ii) the amount involved in any Restricted Subsidiary Investment made through the transfer of Indebtedness of the Company or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guarantees) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Restatement Effective Date (net of returns on such Investments after the Restatement Effective Date) property shall not exceed be deemed to be the greater of (x) $200,000,000 the fair market value of such property (as determined in good - faith by the Board of Directors) and (y) 5% the book value thereof on the books of Total Assets - the Company (measured at the time of the applicable Investment) and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
(iii) operating deposit accounts with banks;
(iv) Disposition Investments received in connection with any Disposition permitted under Section 7.04(d) or any Disposition to which the Lenders shall have consented as determined in accordance with Section 10.02;
(v) Investments consisting of (x) loans made by GAAP), in each case determined on the Company to any Special Acquisition Subsidiary, so long as (A) date such loan Investment is made or committed to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in the definition of “Special Acquisition Subsidiary”, (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior to the expiration of such period, such Special Acquisition Subsidiary shall have been contributed to the Company or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 at any one time outstanding;
(vi) Investments in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) of the proviso to Section 7.07);
(vii) any purchase by the Company of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase;
(viii) Investments consisting of Guarantees permitted under Section 7.03;
(ix) additional Investments in Persons that are not Affiliates up to but not exceeding the greater of (x) $500,000,000 and (y) 8% of Total Assets (measured at the time of the applicable Investment) in the aggregate at any one time outstanding, provided that no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(x) Investments from the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that the covenant set forth in Section 7.09 is in effect) and the Total Debt Ratio would be less than 7.00 to 1.0; and
(xi) Investments in Securitization Entities in connection with Permitted Securitization Financings permitted by Section 7.01(l)made.
Appears in 1 contract
Investments, Etc. The Company will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any Investment, except:
(i) Investments by the Company and its Restricted Subsidiaries in Subsidiaries and joint ventures and by any Restricted Subsidiary in the Company (including Guarantees by the Company of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guarantees) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Third Restatement Effective Date (net of returns on such Investments after the Third Restatement Effective Date) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
(iii) operating deposit accounts with banks;
(iv) Disposition Investments received in connection with any Disposition permitted under Section 7.04(d) or any Disposition to which the Lenders shall have consented in accordance with Section 10.02;
(v) Investments consisting of (x) loans made by the Company to any Special Acquisition Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in the definition of “Special Acquisition Subsidiary”, (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior to the expiration of such period, such Special Acquisition Subsidiary shall have been contributed to the Company or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 at any one time outstanding;
(vi) Investments in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) of the proviso to Section 7.07);
(vii) any purchase by the Company of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase);
(viii) Investments consisting of Guarantees permitted under Section 7.03;
(ix) additional Investments in Persons that are not Affiliates up to but not exceeding the greater of (x) $500,000,000 200,000,000 and (y) 85% of Total Assets (measured at the time of the applicable Investment) in the aggregate at any one time outstanding, provided that no such Investment may be made at any time that a Default exists or if a Default would result therefrom;; and
(x) Investments from the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that the covenant set forth in Section 7.09 is in effect) and the Total Debt Ratio would be less than 7.00 6.50 to 1.01.0.1.0; and
(xi) Investments in Securitization Entities in connection with Permitted Securitization Financings permitted by Section 7.01(l).
Appears in 1 contract
Investments, Etc. The Company will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any Investment, except:
(i) Investments by the Company and its Restricted Subsidiaries in Subsidiaries and joint ventures and by any Restricted Subsidiary in the Company (including Guarantees by the Company of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guarantees) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Restatement Effective Date (net of returns on such Investments after the Restatement Effective Date) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) 150,000,000 and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
(iii) operating deposit accounts with banks;
(iv) Disposition Investments received in connection with any Disposition permitted under Section 7.04(d) or any Disposition to which the Lenders shall have consented in accordance with Section 10.02;
(v) Investments consisting of (x) loans made by the Company to any Special Acquisition Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in the definition of “Special Acquisition Subsidiary”, (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior to the expiration of such period, such Special Acquisition Subsidiary shall have been contributed to the Company or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 at any one time outstanding;
(vi) Investments in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) of the proviso to Section 7.07);
(vii) any purchase by the Company of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase);
(viii) Investments consisting of Guarantees permitted under Section 7.03;
(ix) additional Investments in Persons that are not Affiliates up to but not exceeding the greater of (x) $500,000,000 and (y) 8% of Total Assets (measured at the time of the applicable Investment) 150,000,000 in the aggregate at any one time outstanding, provided that no such Investment may be made at any time that a Default exists or if a Default would result therefrom;; and
(x) Investments from the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that 7.09, the covenant set forth in Section 7.09 is in effect) and the Total Senior Debt Ratio would be less than 7.00 3.25 to 1.0 and the Total Holdings Debt Ratio would be less than 5.75 to 1.0; and
(xi) Investments in Securitization Entities in connection with Permitted Securitization Financings permitted by Section 7.01(l).
Appears in 1 contract
Investments, Etc. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly (through a Subsidiary or otherwise), make or permit to remain outstanding own any Investment, Investments except:
(a) the Company and its Subsidiaries may make and own Investments in (i) readily marketable direct obligations of the United States of America or of any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America or readily marketable obligations unconditionally guaranteed by the United States of America or by any such agency or instrumentality, in each case maturing within one year from the date of acquisition thereof, (ii) certificates of deposit, time deposits or bankers' acceptances maturing within one year from the date of acquisition thereof issued by, or demand deposit accounts maintained with, any commercial bank or trust company which is a member of the Federal Reserve System, the long-term debt obligations of which are rated at least A by Xxxxx'x Investors Service Inc. ("MOODY'S") or Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P") and which has combined capital and surplus of at least $250,000,000 (any such bank or trust company, an "ELIGIBLE BANK"), (iii) repurchase agreements with respect to securities of the type referred to in the foregoing subdivision (a)(i) transacted with Eligible Banks, PROVIDED that each such repurchase agreement obligates an Eligible Bank to repurchase the securities which are the subject thereof no later than 30 days after the acquisition of such repurchase agreement; (iv) money-market preferred stock or money-market auction notes, in each case maturing or redeemable at the option of the holder thereof no more than one year after the date of acquisition thereof and having a rating of at least A3 by Moody's or at least A- by S&P, and Tax Exempt Obligations (as hereinafter defined) in the form of auction rate reset notes that reset within one year from the date of acquisition thereof; (v) obligations, the interest with respect to which is exempt from federal income taxation under Section 103 of the Code, having a long term rating of at least A3 or A-, or a short term rating of at least P-1 or A-1, by Moody's or S&P, respectively, and having a maturity of less than two years ("TAX EXEMPT OBLIGATIONS"), in addition to those described in the foregoing subdivision (a)(iv); (vi) open market commercial paper of United States corporations maturing not later than 270 days after the issuance thereof and having a rating of at least P-2 by Moody's or at least A-2 by S&P, and (vii) debt securities of United States corporations having a long term rating of at least A3 by Moody's or at least A- by S&P and having a maturity of less than two years;
(b) the Company and its Subsidiaries may make and own Investments in any mutual fund registered under the Investment Company Act of 1940, as amended, the portfolio of which is limited to Investments of the character described in the foregoing subdivision (a);
(c) the Company and its Subsidiaries may continue to own (i) Investments in Subsidiaries of the Company existing on the date hereof, and (ii) other Investments existing on the date hereof and described in SCHEDULE V;
(d) the Company and its Subsidiaries may make and own (i) Investments in any Subsidiary of the Company (other than HTI Export) or in any Person which simultaneously therewith becomes a Subsidiary; and (ii) Investments in HTI Export (so long as it shall be a Subsidiary) in the form of (A) advances from the Company to HTI Export for the purpose of meeting foreign sales corporation transaction requirements arising under the Code in an aggregate amount at any one time outstanding not exceeding $20,000,000, with a duration for each such advance not exceeding one Business Day, and (B) other Investments of the Company in an aggregate amount at any one time outstanding not exceeding $200,000;
(e) the Company and its Subsidiaries may make and own Investments consisting of travel and other like advances in the ordinary course of business to their officers and employees;
(f) the Company may make and own Investments consisting of (i) loans to its officers, directors and employees, not in excess of an aggregate for all such loans of $2,000,000 at any one time outstanding, in order to enable such individuals to exercise options granted to them by the Company to purchase shares of the Company's stock, and (ii) loans in the ordinary course of business to officers and employees rendering services to the Company outside the United States of America on a substantially permanent basis not in excess of $10,000 in any one case and not in excess of an aggregate for all such loans of $100,000 at any one time outstanding; and the Company and its Subsidiaries may make and own Investments consisting of loans and advances in the ordinary course of business to their officers, directors and employees, in addition to the loans otherwise permitted by this subdivision (f) and the advances otherwise permitted by the foregoing subdivision (e), not in excess of $10,000 in any one case and not in excess of an aggregate for all such additional loans and advances by the Company and all of its Restricted Subsidiaries in Subsidiaries and joint ventures and by any Restricted Subsidiary in the Company (including Guarantees by the Company of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guarantees) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Restatement Effective Date (net of returns on such Investments after the Restatement Effective Date) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
(iii) operating deposit accounts with banks;
(iv) Disposition Investments received in connection with any Disposition permitted under Section 7.04(d) or any Disposition to which the Lenders shall have consented in accordance with Section 10.02;
(v) Investments consisting of (x) loans made by the Company to any Special Acquisition Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in the definition of “Special Acquisition Subsidiary”, (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior to the expiration of such period, such Special Acquisition Subsidiary shall have been contributed to the Company or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 200,000 at any one time outstanding;
(vig) Investments the Company and its Subsidiaries may become and remain liable in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) respect of Guaranties of the proviso obligations of other Persons to Section 7.07)the extent permitted by SECTION 6.12;
(viih) any purchase by the Company and its Subsidiaries may make and own Investments consisting of securities in respect of Restricted Indebtedness (i) insurance policies issued by United States stock or mutual insurance companies rated A or better by A. M. Best Company, Inc. to the extent such policies are used to fund deferred compensation, pension, retirement or similar obligations, (ii) progress payments and like advances under construction, equipment purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase;
(viii) Investments consisting of Guarantees permitted under Section 7.03;
(ix) additional Investments in Persons that are not Affiliates up to but not exceeding the greater of (x) $500,000,000 and (y) 8% of Total Assets (measured at the time of the applicable Investment) other contracts entered into in the aggregate at any one time outstandingordinary course of business and, provided that no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(xiii) Investments from prepaid rent and security deposits under leases entered into in the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that the covenant set forth in Section 7.09 is in effect) and the Total Debt Ratio would be less than 7.00 to 1.0ordinary course of business; and
(xii) in addition to the Investments in Securitization Entities in connection with Permitted Securitization Financings permitted by Section 7.01(l)the foregoing subdivisions (a) through (h) of this Section, the Company may make and own other Investments, PROVIDED, that, the aggregate unliquidated amount of all such other Investments made pursuant to this subdivision (i) and outstanding at any time shall not exceed 10% of Consolidated Net Worth. For purposes of this Section, Investments owned by any Person or for which it is obligated at the time it becomes a Subsidiary shall be deemed to be made at the time such Person becomes such a Subsidiary.
Appears in 1 contract
Samples: Note Purchase Agreement (Hutchinson Technology Inc)
Investments, Etc. The Company will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any Investment, except:
(i) Investments by the Company and its Restricted Subsidiaries in Subsidiaries and joint ventures and by any Restricted Subsidiary in the Company (including Guarantees by the Company of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guarantees) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Restatement Effective Date date hereof (net of returns on such Investments after the Restatement Effective Datedate hereof) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) 150,000,000 and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
(iii) operating deposit accounts with banks;
(iv) Disposition Investments received in connection with any Disposition permitted under Section 7.04(d) or any Disposition to which the Lenders shall have consented in accordance with Section 10.02;
(v) Investments consisting of (x) loans made by the Company to any Special Acquisition Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in the definition of “"Special Acquisition Subsidiary”", (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior to the expiration of such period, such Special Acquisition Subsidiary shall have been contributed to the Company or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 40,000,000 at any one time outstanding;
(vi) Investments in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) of the proviso to Section 7.07);; Credit Agreement
(vii) any purchase by the Company of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase);
(viii) Investments consisting of Guarantees permitted under Section 7.03;; and
(ix) additional Investments in Persons that are not Affiliates up to but not exceeding the greater of (x) $500,000,000 and (y) 8% of Total Assets (measured at the time of the applicable Investment) 150,000,000 in the aggregate at any one time outstanding, provided that no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(x) Investments from the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that the covenant set forth in Section 7.09 is in effect) and the Total Debt Ratio would be less than 7.00 to 1.0; and
(xi) Investments in Securitization Entities in connection with Permitted Securitization Financings permitted by Section 7.01(l).
Appears in 1 contract
Investments, Etc. The Company will notMake, and will not or permit any of its Restricted Subsidiaries toto ----------------- make, make any loan or advance to any Person or purchase, hold or otherwise acquire, or permit any of its Subsidiaries to remain outstanding purchase, hold or otherwise acquire, any InvestmentCapital Stock, exceptother securities, properties, assets or obligations of, or any interest in, any Person, other than:
(i) Investments by the Company and its Restricted Subsidiaries in Subsidiaries and joint ventures and by any Restricted Subsidiary in the Company (including Guarantees by the Company of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guarantees) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Restatement Effective Date (net of returns on such Investments after the Restatement Effective Date) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
(ii) investments in Subsidiaries existing on the date hereof, and other investments and loans existing on the date hereof, in each case existing on the date hereof as set forth in Schedule 7.02(f)(ii) hereto;
(iii) operating deposit accounts with banksloans or advances made by a Borrower to any other Borrower, provided that (A) the repayment of all such loans and advances is subordinated to the payment of the Obligations pursuant to the terms of and evidenced by one or more promissory notes substantially in the form of Exhibits X-0, X-0 xx X-0 hereto, as applicable, and (B) such notes shall be pledged to the Collateral Agent for the benefit of the Lenders;
(iv) Disposition Investments received loans or advances to employees in connection with the ordinary course in an aggregate amount not to exceed $100,000 at any Disposition permitted under Section 7.04(d) or any Disposition to which the Lenders shall have consented in accordance with Section 10.02time outstanding;
(v) Investments consisting of (xloans, advances and guaranties permitted by Sections 7.02(c)(iv) loans made by the Company to any Special Acquisition Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in the definition of “Special Acquisition Subsidiary”, (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior to the expiration of such period, such Special Acquisition Subsidiary shall have been contributed to the Company or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 at any one time outstandingvi);
(vi) Investments investments in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) the Capital Stock of the proviso to Company permitted by Section 7.077.02(i)(iii);
(vii) any purchase by the Company of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchaseXxxx-Xx Purchase;
(viii) Investments consisting loans or advances by any Borrower to the Company in the ordinary course of Guarantees business for the purpose of (A) the payment of taxes due and owing by the Company, (B) paying principal, interest and expenses required to be paid pursuant to the terms of the Company Notes and the Indenture and/or to pay dividends on preferred equity issued by the Company that has a dividend not higher than the interest on the Company Notes and other terms no more restrictive for the Company and its Subsidiaries than the terms of the Indenture, provided that no Event of Default shall have occurred and be continuing, or would result therefrom, and (C) the purchase of Capital Stock of the Company permitted under by Section 7.037.02(i)(iii);
(ix) acquisitions by any Loan Party of Capital Stock or assets provided that each of the following conditions has been satisfied and the chief executive officer of the Company shall provide the Lenders with a certificate stating that each of the following conditions has been satisfied together with any additional Investments information that the Agents may reasonably request (A) both before and after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing, (B) the consideration paid by any Loan Party in Persons connection with such acquisition shall be limited to the Capital Stock of the Company and not more than $10 million of cash including all earnout or similar payments, provided that, the current Overadvance Amount limits (as such amounts are initially set forth in clause (i) of the definition of "Overadvance Amount" in Section 1.01 hereof) shall each be reduced on a dollar for dollar basis by the cash consideration paid by any Loan Party in connection with such acquisition, (C) the entity or assets acquired in such acquisition shall be in a line of business permitted by Section 7.02(e) hereof, (D) the entity or assets acquired shall not require financing in addition to that are not Affiliates up provided by this Agreement, (E) the independent directors of the Company's board of directors and, in the case of an acquisition of stock of a publicly traded company, the board of directors of the entity being acquired shall approve such acquisition, (F) the Company shall obtain and deliver to but not exceeding the greater of (x) $500,000,000 Lenders a fairness opinion with respect to the acquisition from an independent investment banking firm reasonably acceptable to the Agents, and (y) 8% of Total Assets (measured at the time of the applicable InvestmentG) in the aggregate at any one time outstandingcase of the acquisition of stock, provided that no such Investment may be made at any time that the new subsidiary shall comply with the provisions of Section 7.01(b) hereof and, in the case of the acquisition of stock or assets, the Loan Parties shall take all action reasonably requested by the Collateral Agent to grant to the Collateral Agent a Default exists or if a Default would result therefromperfected first priority Lien on all Capital Stock and assets acquired;
(x) Investments from purchases of inventory and supplies by any Borrower in the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that the covenant set forth in Section 7.09 is in effect) and the Total Debt Ratio would be less than 7.00 to 1.0; andordinary course of business;
(xi) Investments in Securitization Entities in connection with Permitted Securitization Financings permitted loans or advances by Section 7.01(l).Norty's to Squire; and
Appears in 1 contract
Investments, Etc. The Company will notMake, and will not or permit any of its Restricted Subsidiaries to----------------- to make, make any loan or advance to any Person or purchase, hold or otherwise acquire, or permit any of its Subsidiaries to remain outstanding purchase, hold or otherwise acquire, any InvestmentCapital Stock, exceptother securities, properties, assets or obligations of, or any interest in, any Person, other than:
(i) Investments by the Company and its Restricted Subsidiaries in Subsidiaries and joint ventures and by any Restricted Subsidiary in the Company (including Guarantees by the Company of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guarantees) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Restatement Effective Date (net of returns on such Investments after the Restatement Effective Date) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
(ii) investments in Subsidiaries existing on the date hereof and other investments and loans existing on the date hereof, in each case existing on the date hereof as set forth in Schedule 7.02(f)(ii) hereto;
(iii) operating deposit accounts with banksloans or advances made by a Borrower to any Subsidiary Borrower, provided that (A) the repayment of all such loans and advances is subordinated to the payment of the Obligations pursuant to the terms of and evidenced by one or more promissory notes substantially in the form of Exhibits X-0, X-0, X-0 xx X-0 hereto, as applicable, and (B) such notes shall be pledged to the Collateral Agent for the benefit of the Lenders;
(iv) Disposition Investments received loans or advances to employees in connection with the ordinary course in an aggregate amount not to exceed $100,000 at any Disposition permitted under Section 7.04(d) or any Disposition to which the Lenders shall have consented in accordance with Section 10.02time outstanding;
(v) Investments consisting of (xloans, advances and guaranties permitted by Sections 7.02(c)(iv) loans made by the Company to any Special Acquisition Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in the definition of “Special Acquisition Subsidiary”, (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior to the expiration of such period, such Special Acquisition Subsidiary shall have been contributed to the Company or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 at any one time outstandingvi);
(vi) Investments investments in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) the Capital Stock of the proviso to Company permitted by Section 7.077.02(i)(iii);
(vii) any purchase by the Company of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase[intentionally omitted];
(viii) Investments consisting loans or advances by any Subsidiary Borrower to the Company in the ordinary course of Guarantees business for the purpose of (A) the payment of taxes due and owing by the Company, (B) paying all Obligations owing by the Company under this Agreement and the other Loan Documents, (C) paying principal, interest and expenses required to be paid pursuant to the terms of the Company Notes and the Indenture and the Existing Xxxx-Xx Subordinated Notes and the Additional Subordinated Notes and/or to pay dividends on the Designated Capital Stock to the extent otherwise permitted under by this Agreement, provided that, in the case of this subclause (C), no Event of Default shall have occurred and be continuing, or would result therefrom, and (D) the purchase of Capital Stock of the Company permitted by Section 7.037.02(i)(iii), provided that (A) the repayment of such Indebtedness shall be subordinated to the payment of the Obligations, pursuant to the terms of and evidenced by one or more promissory notes, substantially in the form of Exhibit L-4 hereto, as applicable, and (B) such notes shall be pledged to the Collateral Agent for the benefit of the Lenders;
(ix) acquisitions by any Loan Party of Capital Stock or assets provided that each of the following conditions has been satisfied and the chief executive officer of the Company shall provide the Lenders with a certificate stating that each of the following conditions has been satisfied together with any additional Investments information that the Agents may reasonably request (A) both before and after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing, (B) the consideration paid by any Loan Party in Persons connection with such acquisition shall be limited to the Capital Stock of the Company, (C) the entity or assets acquired in such acquisition shall be in a line of business permitted by Section 7.02(e) hereof, (D) the entity or assets acquired shall not require financing in addition to that are not Affiliates up provided by this Agreement, (E) the independent directors of the Company's board of directors and, in the case of an acquisition of stock of a publicly traded company, the board of directors of the entity being acquired shall approve such acquisition, (F) the Company shall obtain and deliver to but not exceeding the greater of (x) $500,000,000 Lenders a fairness opinion with respect to the acquisition from an independent investment banking firm reasonably acceptable to the Agents, and (y) 8% of Total Assets (measured at the time of the applicable InvestmentG) in the aggregate at any one time outstandingcase of the acquisition of stock, provided that no such Investment may be made at any time that the new Subsidiary shall comply with the provisions of Section 7.01(b) hereof and, in the case of the acquisition of stock or assets, the Loan Parties shall take all action reasonably requested by the Collateral Agent to grant to the Collateral Agent a Default exists or if a Default would result therefromperfected first priority Lien on all Capital Stock and assets acquired;
(x) Investments from purchases of inventory and supplies by any Borrower in the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that the covenant set forth in Section 7.09 is in effect) and the Total Debt Ratio would be less than 7.00 to 1.0ordinary course of business; and
(xi) Investments other loans, advances or investments in Securitization Entities in connection with Permitted Securitization Financings permitted by Section 7.01(l)an aggregate amount not to exceed $2,000,000.
Appears in 1 contract
Investments, Etc. The Company will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any Investment, except:
(i) Investments by the Company and its Restricted Subsidiaries in Subsidiaries and joint ventures and by any Restricted Subsidiary in the Company (including Guarantees by the Company of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guarantees) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Restatement Effective Date date hereof (net of returns on such Investments after the Restatement Effective Datedate hereof) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) 150,000,000 and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
(iii) operating deposit accounts with banks;
(iv) Disposition Investments received in connection with any Disposition permitted under Section 7.04(d) or any Disposition to which the Lenders shall have consented in accordance with Section 10.02;
(v) Investments consisting of (x) loans made by the Company to any Special Acquisition Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in the definition of “Special Acquisition Subsidiary”, (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior to the expiration of such period, such Special Acquisition Subsidiary shall have been contributed to the Company or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 at any one time outstanding;
(vi) Investments in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) of the proviso to Section 7.07);
(vii) any purchase by the Company of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase);
(viii) Investments consisting of Guarantees permitted under Section 7.03;
(ix) additional Investments in Persons that are not Affiliates up to but not exceeding the greater of (x) $500,000,000 and (y) 8% of Total Assets (measured at the time of the applicable Investment) 150,000,000 in the aggregate at any one time outstanding, provided that no such Investment may be made at any time that a Default exists or if a Default would result therefrom;; and
(x) Investments from the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that 7.09, the covenant set forth in Section 7.09 is in effect) and the Total Senior Debt Ratio would be less than 7.00 3.25 to 1.0 and the Total Holdings Debt Ratio would be less than 5.75 to 1.0; and
(xi) Investments in Securitization Entities in connection with Permitted Securitization Financings permitted by Section 7.01(l).
Appears in 1 contract
Investments, Etc. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any Investment, except:
(i) Investments by the Company Borrower and its Restricted Subsidiaries in Subsidiaries and joint ventures and by any Restricted Subsidiary in the Company Borrower (including Guarantees by the Company Borrower of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company Borrower or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guarantees) by the Company Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Restatement Effective Date date hereof (net of returns on such Investments after the Restatement Effective Datedate hereof) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) 150,000,000 and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
(iii) operating deposit accounts with banks;
(iv) Disposition Investments received in connection with any Disposition permitted under Section 7.04(d) or any Disposition to which the Lenders shall have consented in accordance with Section 10.02;
(v) Investments consisting of (x) loans made by the Company Borrower to any Special Acquisition SubsidiarySubsidiary (as defined in the Holdings Guaranty and Pledge Agreement), so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in clause (b) of Article V of the definition of “Special Acquisition Subsidiary”Holdings Guaranty and Pledge Agreement, (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior to the expiration of such period, such Special Acquisition Subsidiary shall have been contributed to the Company Borrower or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company Borrower and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 30,000,000 at any one time outstanding;
(vi) Investments in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) of the proviso to Section 7.07);
(vii) any purchase by the Company Borrower of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase;); and
(viii) Investments consisting of Guarantees permitted under Section 7.03;
(ix) additional Investments in Persons that are not Affiliates up to but not exceeding the greater of (x) $500,000,000 and (y) 8% of Total Assets (measured at the time of the applicable Investment) 150,000,000 in the aggregate at any one time outstanding, provided that no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(x) Investments from the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that the covenant set forth in Section 7.09 is in effect) and the Total Debt Ratio would be less than 7.00 to 1.0; and
(xi) Investments in Securitization Entities in connection with Permitted Securitization Financings permitted by Section 7.01(l).
Appears in 1 contract
Samples: Credit Agreement (Ohio Logos Inc)
Investments, Etc. The Company will notMake, and will not or permit any of its Restricted Subsidiaries toto make, make any loan or advance to any Person or purchase, hold or otherwise acquire, or permit any of its Subsidiaries to remain outstanding purchase, hold or otherwise acquire, any InvestmentCapital Stock, exceptother securities, properties, assets or obligations of, or any interest in, any Person, other than:
(i) Investments by the Company and its Restricted Subsidiaries in Subsidiaries and joint ventures and by any Restricted Subsidiary in the Company (including Guarantees by the Company of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guarantees) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Restatement Effective Date (net of returns on such Investments after the Restatement Effective Date) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
(ii) investments existing on the date hereof, as set forth in Schedule 7.02(f)(ii);
(iii) operating deposit accounts with banksloans or advances made by any Borrower to the other Borrower, provided that (A) the repayment of all such loans and advances is subordinated to the payment of the Obligations pursuant to the terms of and evidenced by one or more promissory notes substantially in the form of Exhibit K hereto, and (B) such Notes shall be pledged to the Agent for the benefit of the Lenders;
(iv) Disposition Investments received loans or advances to employees in connection with the ordinary course in an amount not to exceed $250,000, at any Disposition permitted under Section 7.04(d) or time outstanding to any Disposition to which individual Person and $1,000,000 in the Lenders shall have consented in accordance with Section 10.02aggregate;
(v) Investments consisting loans and advances by any Borrower to the Company in the ordinary course of business (xA) loans made in amounts necessary to pay customary expenses of the Company in the ordinary course of its business as a public holding company (including salaries and related reasonable and customary expenses incurred by employees of the Company), (B) in amounts necessary to pay taxes when due and owing by the Company, (C) in amounts necessary to pay principal and interest when due and payable by the Company to any Special Acquisition Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in the definition of “Special Acquisition Subsidiary”, (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior BONY pursuant to the expiration BONY Loan Documents; (D) in amounts necessary to pay severance payment due to Xxxxxxx X. Ramat pursuant to the Retention Agreement dated as of February , 1999 by and among the Company, the Borrowers and Xxxxxxx X. Ramat, provided, that, the aggregate amount of such period, such Special Acquisition Subsidiary shall have been contributed to the Company or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries severance payment shall not exceed $100,000,000 2,500,000; (E) in an additional amount which, when added to the dividends permitted to be made by the Borrowers to the Company pursuant to Section 7.02(i)(i)(E) of this Agreement does not exceed the aggregate amount of $1,000,000 for any Fiscal Year, and (F) for the purchase of Capital Stock of the Company permitted by Section 7.02(i)(iv) of this Agreement, provided that, (x) the loans and advances permitted to be made in this Section 7.02(f)(v) and the dividends permitted to be made in Section 7.02(i)(i) of this Agreement are intended to permit payments solely for the uses described in such Sections without duplication of payments for any such uses and (y) other Investments at the election of the Agent which the Agent may and, upon the direction of the Required Lenders, shall make by notice to the Company, no such loans or advances shall be made if an Event of Default shall have occurred and be continuing or would result from the making of any such Loan or advance or, in Affiliates the case of clause (F) above, if immediately before or after giving effect to any such loan or advance, the Loans and Letter of Credit Obligations exceed the Borrowing Base Before Overadvance Amount;
(vi) investments after the date of this Agreement in Subsidiaries not exceeding existing on the Effective Date, provided that (A) each such Subsidiary complies with the requirements of Section 7.01(b) of this Agreement, and (B) the Required Lenders consent in writing to such investment; and
(vii) guaranties for the benefit of and advances in favor of suppliers of the Loan Parties incurred in the ordinary course of the Loan Parties business, in an aggregate amount not to exceed $50,000,000 1,000,000 at any one time outstanding;
(vi) Investments in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) of the proviso to Section 7.07);
(vii) any purchase by the Company of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase;
(viii) Investments consisting of Guarantees permitted under Section 7.03;
(ix) additional Investments in Persons that are not Affiliates up to but not exceeding the greater of (x) $500,000,000 and (y) 8% of Total Assets (measured at the time of the applicable Investment) in the aggregate at any one time outstanding, provided that no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(x) Investments from the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that the covenant set forth in Section 7.09 is in effect) and the Total Debt Ratio would be less than 7.00 to 1.0; and
(xi) Investments in Securitization Entities in connection with Permitted Securitization Financings permitted by Section 7.01(l).
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Investments, Etc. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly (through a Subsidiary or otherwise), make or permit to remain outstanding own any Investment, Investments except:
: (a) the Borrower and its Subsidiaries may make and own Investments in (i) Investments readily marketable direct obligations of the United States of America or of any agency or instrumentality thereof the obligations of which are backed by the Company full faith and credit of the United States of America or readily marketable obligations unconditionally guaranteed by the United States of America or by any such agency or instrumentality, in each case maturing within one year from the date of acquisition thereof; (ii) certificates of deposit, time deposits or bankers' acceptances maturing within one year from the date of acquisition thereof issued by, or demand deposit accounts maintained with, any commercial bank or trust company organized under the laws of the United States of America or any state thereof or the District of Columbia, each having combined capital and surplus of at least $250,000,000 and having a rating of A or better from at least one of Standard and Poor's Ratings Group, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx'x Investors Service, Inc. (collectively, the "RATING AGENCIES") or, if both Rating Agencies have issued ratings with respect to such commercial bank or trust company, from both of the Rating Agencies; and (iii) open market commercial paper of United States corporations maturing not later than 270 days after the issuance thereof and currently having the highest rating obtainable from at least one of or, if both Rating Agencies have issued ratings with respect to such commercial paper, both of the Rating Agencies; (b) the Borrower and its Restricted Subsidiaries may make and own Investments in any money market mutual fund registered under the Investment Company Act of 1940, as amended, having assets in excess of $2,500,000,000; (c) the Borrower and its Subsidiaries may continue to own the Investments described in Schedule 7.18(c); (d) the Borrower and joint ventures its Subsidiaries may make and by own Investments in any Restricted Subsidiary of the Borrower or in any Person which simultaneously therewith becomes a Subsidiary provided that such Person is engaged primarily in the Company foundry business or in businesses reasonably related thereto and either (including Guarantees by the Company of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary), provided that the aggregate amount of any such Investments (including Guaranteesi) by the Company and its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures after the Restatement Effective Date (net of returns on such Investments after the Restatement Effective Date) shall not exceed the greater of (x) $200,000,000 and (y) 5% of Total Assets (measured at the time of the applicable Investment) and no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(ii) Permitted Investments;
(iii) operating deposit accounts with banks;
(iv) Disposition Investments received in connection with any Disposition permitted under Section 7.04(d) or any Disposition to which the Lenders shall have consented in accordance with Section 10.02;
(v) Investments consisting of (x) loans made by the Company to any Special Acquisition Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to enable the repayment of Indebtedness assumed in connection with the acquisition referred to in the definition of “Special Acquisition Subsidiary”, (B) no such loan shall be outstanding for a period of more than five Business Days unless, prior to the expiration of such period, such Special Acquisition Subsidiary shall have been contributed to the Company or a Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the aggregate principal amount of all such loans outstanding at any one time to all Special Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in Affiliates not exceeding $50,000,000 at any one time outstanding;
(vi) Investments in Affiliates described in, and permitted by, Section 7.07 (other than clause (iii) of the proviso to Section 7.07);
(vii) any purchase by the Company of securities in respect of Restricted Indebtedness to the extent such purchase is permitted by Section 7.11, so long as the same are delivered for cancellation to the respective trustee within 3 Business Days of such purchase;
(viii) Investments consisting of Guarantees permitted under Section 7.03;
(ix) additional Investments in Persons that are not Affiliates up to but not exceeding the greater of (x) $500,000,000 and (y) 8% of Total Assets (measured at the time of the applicable Investment) in the aggregate at any one time outstanding, provided that no such Investment may be made at any time that a Default exists or if a Default would result therefrom;
(x) Investments from the Cumulative Credit, so long as no Default has occurred or is continuing and after giving effect thereto the Company would be in compliance on a pro forma basis with Section 7.09 (at any time that the covenant set forth in Section 7.09 is in effect) and the Borrower's ratio of Consolidated Total Debt Ratio would be to Total Capitalization does not exceed 40% (the "40% THRESHOLD") or (ii) once the 40% Threshold has been exceeded in that fiscal year, the total aggregate principal amount expended for all acquisitions thereafter in such fiscal year does not exceed 25% of the Stockholder's Equity of the Borrower as of the last day of the immediately preceding fiscal year of the Borrower PLUS 25% of the net proceeds (net proceeds for such purposes to mean gross proceeds less than 7.00 reasonable underwriting discounts and commissions and other reasonable costs directly incurred and payable as a result thereof) received by the Borrower from the issuance of additional equity or Subordinated Debt during the fiscal year of the proposed acquisition; and (e) in addition to 1.0; and
the Investments permitted by the foregoing subdivisions (xia) through (d) of this Section, the Borrower may make and own Restricted Investments in Securitization Entities in connection with Permitted Securitization Financings to the extent permitted by Section 7.01(l)7.19. For purposes of this Section 7.18, Investments owned by any Person or for which it is obligated at the time it becomes a Subsidiary shall be deemed to be made at the time such Person becomes such a Subsidiary.
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