Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except: (a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o); (b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all in the ordinary course of business; (c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements by the Parent Borrower; (d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2; (e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time; (f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements; (h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders); (i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement; (j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value; (k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a); (l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date; (m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business; (n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and (o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000.
Appears in 2 contracts
Samples: Credit Agreement (RSC Equipment Rental, Inc.), Credit Agreement (RSC Holdings Inc.)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date Guarantees and listed in Schedule 8.4(a)the Equipment Lease Guarantees, and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Refinancing Indebtedness incurred in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o)thereof;
(b) up to $5,000,000 in the aggregate of Guarantee Obligations for performanceof HCLP or any of its Subsidiaries in connection with indebtedness incurred by customers of HCLP or any of its Subsidiaries; provided, bid, appeal, judgment, replevin that the proceeds of any such indebtedness shall be used by such customers to purchase natural gas compressors or oil and similar bonds and suretyship arrangements, all in the ordinary course gas production equipment from HCLP or any of businessits Subsidiaries;
(c) Guarantee Obligations (in respect of indemnification and contribution obligations not constituting Indebtedness) arising under agreements expressly permitted by subsection 8.10(iv) or similar agreements by the Parent Borrower;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower HCLP or any of its Subsidiaries in the ordinary course of business;
(nd) guarantees in respect of Indebtedness (other than Subordinated Debt and the 2003 Notes) permitted under this Agreement;
(e) Guarantee Obligations of Hanover and any of its Subsidiaries arising pursuant to the Equipment Lease Transactions, and any Refinancing Indebtedness incurred in respect thereof;
(f) the Guarantor Obligations of HCLP in the nature of a guarantee or indemnification for, in each case, performance obligations (and not Indebtedness) as contemplated by the HMS Transactions;
(g) the Subordinated Guarantee Obligations of Hanover arising under the TIDES Guarantees, and any Refinancing Indebtedness incurred in respect thereof;
(h) the 2003 Notes Subordinated Guarantee; and
(i) Guarantee Obligations of Hanover and any of its Subsidiaries arising pursuant to the Equipment Lease Refinancing, and any Refinancing Indebtedness incurred in respect thereof. Notwithstanding the foregoing, Subsidiaries of Hanover may not provide Guarantee Obligations in respect of Indebtedness the 2008 Notes (or any permitted refinancing thereof), the Hanover Convertible Notes, the Hanover Zero Coupon Subordinated Notes or other obligations of a Person in connection with a joint venture or similar arrangement indebtedness issued by Hanover (other than the 2003 Notes and any Refinancing Indebtedness incurred in respect thereof, the guarantees of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by subordinated to the aggregate amount of Investments permitted by subsection 8.8(kObligations); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Hanover Compressor Co /), Credit Agreement (Hanover Compressor Co /)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a)Date, and any refinancings, refundings, extensions extensions, replacements or renewals thereof, in whole or in part, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension extension, replacements or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(oSection 7.2(i);
(b) Guarantee Obligations for in respect of performance, bid, appeal, surety, material and supply, tax, judgment, replevin and similar bonds and bonds, other suretyship arrangements, other similar obligations and trade-related letters of credit, all in the ordinary course of business;
(c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(ivSection 7.10(d) or similar agreements by the Parent Borrower;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings the Borrower or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long (as to the Borrower and all Guarantee Obligations incurred under this paragraph (eof its Subsidiaries), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereofSection 7.8(e)(iv), does not exceed of up to $5,000,000 outstanding at any time;
(fe) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(gf) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(hg) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9Section 7.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,00025,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(ih) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(bSections 7.2(b), (c), (d), (j), (k) and (qd)) which obligations are otherwise permitted under this Agreement;
(ji) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6Section 7.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(kj) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document other Loan Document, or otherwise in respect of Indebtedness permitted by subsection 8.2(aSection 7.2(a);
(lk) Guarantee Obligations (i) in respect of Indebtedness permitted pursuant to subsections 8.2(bSections 7.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party the Borrower hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are shall be subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, and (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(bSection 7.2(b) and 8.2(d(c) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and the Borrower, or (zii) Guarantee Obligations in respect of Assumed Indebtedness permitted otherwise arising pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing DateABL Facility Documents;
(ml) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(m) Guarantee Obligations in respect of Investments expressly permitted by Section 7.8; and
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 10,000,000 in aggregate outstanding principal amount; provided that (i) such amount shall be increased by an amount equal to $2,500,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased and (ii) such amount and any increase in such amount permitted by clause (i) shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(koutstanding under Section 7.8(l); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o8.2(d);
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and bonds, or suretyship arrangements, all in the ordinary course of business;
(c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv8.11(iv) or similar agreements by the Parent Borrower;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings Holding, the Borrower or any of its their respective Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, business or (iii) for any other purposes purpose and, in the case of this clause (iii), in an aggregate principal amount so long (as to Holding and all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount its Subsidiaries) of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed up to $5,000,000 1,000,000 outstanding at any time;
(fe) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(gf) obligations of the Parent Borrower and its Subsidiaries under Permitted Hedging Arrangements, including obligations of the Borrower under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or relating to Indebtedness of the Borrower under Permitted Hedging Arrangements;this Agreement,
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(ig) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b)Subsidiaries, (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement, provided that guarantees by any Loan Party of obligations of any Subsidiary that is not a Loan Party shall be subject to the limitations set forth in subsection 8.9(f)(i);
(jh) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(i) accommodation guarantees for the benefit of trade creditors of the Borrower or any of its Subsidiaries in the ordinary course of business of obligations of the Borrower or any of its Subsidiaries, which obligations are otherwise permitted by this Agreement;
(j) Guarantee Obligations with respect to an aggregate principal amount of up to $3,500,000 of third-party loans and advances to Local Agents and Owner/Operators, provided that such amount shall be reduced by the aggregate then outstanding principal amount of loans and Investments permitted by subsection 8.9(k);
(k) Guarantee Obligations of the Borrower and its Subsidiaries in respect of recourse events in connection with any Relocation SPV Financing;
(l) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document Guarantees or otherwise in respect of Indebtedness permitted by subsection 8.2(a);; and
(lm) Guarantee Obligations in respect guarantees made by any Foreign Subsidiary of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d)third party obligations under leases, provided that (xi) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations guarantees shall not exceed $300,000 at any one time outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), and (ii) all Investments (determined as the amount originally advancedsuch guarantees shall terminate, loaned and be of no further force or otherwise investedeffect, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o)or before November 30, (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,0002009.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Sirva Inc), Credit and Guarantee Agreement
Limitation on Guarantee Obligations. Create, incur, assume or ----------------------------------- suffer to exist any Guarantee Obligation except:
(a) [Intentionally omitted];
(b) guarantees made in the ordinary course of its business by the Primary Borrower or any of its Subsidiaries of obligations of the Primary Borrower or any of its Subsidiaries, which obligations are otherwise permitted under this Agreement;
(c) the Collateral Agreement or otherwise in respect of Indebtedness permitted by subsection 14.1(a);
(d) Guarantee Obligations incurred after the date hereof in an aggregate amount not to exceed $5,000,000 at any one time outstanding;
(e) Guarantee Obligations in existence on the Closing Amendment Effective Date and listed of Indebtedness incurred by any Management Investors in Schedule 8.4(a)connection with any Management Subscription Agreements or other purchases by them of Capital Stock of the Guarantor or the Primary Borrower, and any refinancings, refundings, extensions or renewals thereof, ; provided that such amount shall -------- be reduced by the aggregate then outstanding principal amount of such Guarantee Obligation shall not be increased at loans and advances made in reliance upon the time provisions of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o14.8(l);
(bf) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds bonds, letters of credit and suretyship arrangements, all in the ordinary course of business;
(cg) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv14.9(iii) or similar agreements by the Parent BorrowerPrimary Borrower or any of its Subsidiaries;
(dh) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2Domestic L/Cs and the German L/C;
(ei) obligations to insurers required in connection with worker's compensation and other insurance coverage incurred in the ordinary course of business;
(j) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings the Guarantor, the Primary Borrower or any of its their Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes purposes, and in the case of this clause (iii), in an aggregate amount so long (as to the Primary Borrower and all Guarantee Obligations incurred under this paragraph (eits Subsidiaries), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof14.8(c)(ii), does not exceed of up to $5,000,000 2,000,000 outstanding at any time;
(fk) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business[intentionally omitted];
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(jl) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.614.5, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(ki) Guarantee Obligations incurred pursuant to represented by contracts entered into by the U.S. Guarantee and Collateral Agreement Primary Borrower or any Canadian Security Document of its Subsidiaries for the purchase of equipment, inventory and supplies required by the Primary Borrower or otherwise such Subsidiary in respect the ordinary course of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) business and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(mii) accommodation guarantees for the benefit of trade creditors of the Parent Primary Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and[intentionally omitted];
(o) Guarantee Obligations of the Parent Primary Borrower and its Subsidiaries under any Hedging Arrangements;
(p) Guarantee Obligations by Subsidiaries of the Primary Borrower in respect of Indebtedness the Senior Subordinated Notes as provided in the Senior Subordinated Note Indenture, which are subordinated as provided in the Senior Subordinated Note Indenture; and
(q) Guarantee Obligations of Foreign Subsidiaries incurred pursuant to subsection 8.2(q)Subsidiary Guarantors in respect of the Convertible Notes and the Additional Indebtedness; provided that -------- (to the aggregate amount of extent such Guarantee Obligations outstanding pursuant are secured by Liens incurred in accordance with subsection 14.2(s)) the holder of Indebtedness guaranteed thereby has become a party to this clause (o), when aggregated with (i) all dividends made the Intercreditor Agreement pursuant to paragraph 8.7(k), (ii18(d) all Investments (determined as of the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000Intercreditor Agreement.
Appears in 1 contract
Samples: Credit Agreement (Acterna Corp)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a6.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that provided, that, (i) the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o)Section 6.2(f) and (ii) no payments of such Guarantee Obligations by any Loan Party of obligations of any Subsidiary that is not a Loan Party shall be permitted unless no Event of Default has occurred and is continuing and Borrowers have Excess Availability of $7,500,000 or greater immediately after giving effect to each such payment;
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and bonds, or suretyship arrangements, all in the ordinary course of business;
(c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(ivSection 6.1l(iii) or similar agreements by the Parent Administrative Borrower;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings Parent, any Loan Party or any of its their respective Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, business or (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate principal amount so long (as to Parent and all Guarantee Obligations incurred under this paragraph (eits Subsidiaries), together with (but without duplication of) the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereofSection 6.9(e), does not exceed of up to $5,000,000 4,000,000 outstanding at any time;
(fe) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(gf) obligations of the Parent Administrative Borrower and its Subsidiaries under Permitted Hedging Arrangements, including obligations of Administrative Borrower under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or relating to Indebtedness of Administrative Borrower under Permitted Hedging Arrangementsthe Term Loan Agreement;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(ig) guarantees made by the Parent Administrative Borrower or any of its Subsidiaries of obligations of the Parent Administrative Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b)Subsidiaries, (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;; provided that (i) such guarantees shall be subject to the Intercompany Subordination Agreement (except for guaranties not involving a Loan Party as the guarantor or primary obligor thereon), (ii) the aggregate guarantees by any Loan Party of obligations of any Subsidiary that is not a Loan Party (together with (but without duplication of) Investments permitted by Section 6.9(f) and Indebtedness permitted under Section 6.2(c)) shall not exceed $20,000,000 and (iii) any payments of such guaranties are permitted so long as no Event of Default has occurred and is continuing and Borrowers have Excess Availability of $7,500,000 or greater immediately after giving effect to each such payment.
(jh) Guarantee Obligations consisting of indemnification and contribution agreements in connection with sales or other dispositions Dispositions permitted under subsection 8.6Section 6.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(mi) accommodation guarantees for the benefit of trade creditors of the Parent Administrative Borrower or any of its Subsidiaries in the ordinary course of businessbusiness of obligations of Administrative Borrower or any of its Subsidiaries, which obligations are otherwise permitted by this Agreement;
(j) Guarantee Obligations with respect to an aggregate principal amount (together with (but without duplication of) Guarantee Obligations permitted by Section 6.4(n), Investments permitted by Section 6.9(g) and Investments permitted under Section 6.9(m)) of up to $10,000,000 of third-party loans and advances to Local Agents and Owner/Operators, provided, that, no such Guarantee Obligations shall be incurred if Excess Availability is less than $10,000,000 after giving effect to such Guarantee Obligation;
(k) Guarantee Obligations of Administrative Borrower and its Subsidiaries in respect of obligations in connection with any Relocation SPV Financing; provided, that, such obligations shall not constitute payment of any Indebtedness;
(l) Guarantee Obligations incurred pursuant to the Guarantee and Collateral Agreement or otherwise in respect of Indebtedness permitted by Section 6.2(a);
(m) guarantees made by any Foreign Subsidiary of third party obligations under leases, provided, that, that the aggregate amount of obligations under such guarantees shall not exceed $300,000 at any one time outstanding;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does do not at any time exceed (together with (but without duplication of) Guarantee Obligations permitted by Section 6.4(j), Investments permitted by Section 6.9(g) and Investments permitted under Section 6.9(m)) $20,000,000 10,000,000 in aggregate principal amount; provided that provided, that, such amount shall be reduced by the aggregate amount of then existing Investments permitted by subsection 8.8(k); andSection 6.9(g) and provided further that no such Guarantee Obligations shall be incurred if Excess Availability is less than $10,000,000 after giving effect to such Guarantee Obligation;
(o) Guarantee Obligations of the Parent Administrative Borrower and or any of its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(qpermitted by Section 6.2(n); provided that the aggregate amount of , provided, that, if such Indebtedness is Subordinated Debt, such Guarantee Obligations outstanding pursuant shall be subordinated to this clause the Obligations in form and substance reasonably satisfactory to Agent; and
(o), when aggregated with (ip) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned Guarantee Obligations of Administrative Borrower or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid of its Subsidiaries in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at Indebtedness permitted by Section 6.2(o). provided, that, in no event shall Administrative Borrower or any time exceed $100,000,000other Loan Party guarantee any obligation of Parent or any Finance Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
Limitation on Guarantee Obligations. CreateThe Borrower shall not create, incur, assume or suffer to exist any Guarantee Obligation exceptwith respect to Borrower or its Subsidiaries, except for:
(a) Guarantee Obligations guaranties of payment or performance issued to suppliers and customers of Borrower and/or any of its Subsidiaries under agreements entered into in existence on the Closing Date and listed in Schedule 8.4(a), and ordinary course of business by Borrower and/or any refinancings, refundings, extensions of its Subsidiaries to supply Borrower and/or any of its Subsidiaries with goods or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension services or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted sell Inventory to be increased by subsection 8.2(o)customers;
(b) Guarantee Obligations for performanceproduct warranties, bid, appeal, judgment, replevin return or replacement guaranties and similar bonds and suretyship arrangements, all assurances made by Borrower and/or any of its Subsidiaries with respect to products sold to customers in the ordinary course of business;
(c) Guarantee Obligations in respect indemnification provisions under this Agreement or any other Loan Document to which Borrower and/or any of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements by the Parent Borrowerits Subsidiaries is a party;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of Borrower and/or any other of its Subsidiaries under letters of credit which are permitted by subparagraph (i) under subsection 8.2the definition of "Permitted Liens" or otherwise approved by Lenders hereunder;
(e) Guarantee Obligations in respect of third-party loans indemnification obligations under the Easy Gardener Acquisition Agreement, the Xxxxxxxxx Acquisition Agreement and advances agreements to officers or employees of Holdings or any of its Subsidiaries (i) for travel be entered into by Borrower pursuant to the Xxxxxxxxx Acquisition Agreement and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any timeEmerald Acquisition Agreement;
(f) obligations to insurers required in connection agreements with worker’s compensation suppliers and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, customers with respect to any such acquisition, 70% insurance and indemnification matters required of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or and/or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations its business and made in respect accordance with the past practices of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or and/or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and;
(og) Guarantee Obligations of the Parent Borrower indemnification obligations under permitted Financing Leases and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred operating leases permitted pursuant to subsection 8.2(q); provided that Section 6.10;
(h) indemnification obligations contained in the aggregate amount employment agreements of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated Borrower with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000.Messrs. Xxxxxx
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence pursuant to the Loan Documents;
(b) guarantees set forth on the Closing Date Schedule 11.4 and listed in Schedule 8.4(a)extensions, renewals and any refinancings, refundings, extensions or renewals replacements thereof, provided provided, however, that no such extension, renewal or replacement shall (i) amend or modify the subordination provisions, if any, contained in such guarantee in a manner adverse to the Secured Parties or (ii) increase the principal amount of such Guarantee Obligation shall not be increased at Indebtedness guaranteed by the time of such refinancing, refunding, extension or renewal original guarantee except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o);
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all increase in the ordinary course of businessIndebtedness covered by such guarantee was permitted under subsection 11.2;
(c) Guarantee Obligations in respect the Letter of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements by the Parent BorrowerCredit Obligations;
(d) Reimbursement Obligations indemnities in respect favor of the Letters of Credit or reimbursement obligations in respect of companies issuing title insurance policies insuring the title to any other letters of credit permitted under subsection 8.2property to induce such issuance;
(e) Guarantee Obligations surety bonds issued in respect of third-party loans the type of obligations described in subsection 11.3(e);
(f) indemnities made in the Loan Documents, the monitoring and advances to officers oversight agreement and the financial advisory agreements terminated on March 29, 2000 or employees in any of the agreements contemplated thereby and in the corporate charter and/or bylaws of Holdings or any of and its Subsidiaries Subsidiaries;
(i) for travel indemnities and entertainment expenses incurred guarantees (other than guarantees of Indebtedness), provided that such indemnities and guarantees could not individually or in the aggregate have a Material Adverse Effect and (ii) guarantees of Indebtedness of Subsidiaries of Holdings permitted hereunder made in the ordinary course of business, (ii) for relocation expenses incurred provided that such guarantees could not individually or in the ordinary course of businessaggregate have a Material Adverse Effect, or (iii) for other purposes provided, that in an aggregate amount so long as all Guarantee Obligations incurred under each case with respect to this paragraph (eg), together with the aggregate amount no guarantee may be made by any Credit Party in respect of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at obligations or liabilities of any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging ArrangementsNon-Credit Party;
(h) Guarantee Obligations incurred of Holdings or its Subsidiaries in connection with acquisitions respect of the incurrence of grants and Indebtedness permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders11.2(o);
(i) guarantees made by Holdings and the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;subsection 11.2(j); and
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a11.2(n)(ii);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000.
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations pursuant to the Loan Documents;
(b) guarantees of Indebtedness by Subsidiaries of the US Borrower permitted pursuant to subsection 8.2(c) in existence on the Closing Date and listed in set forth on Schedule 8.4(a)8.4 and extensions, renewals and any refinancings, refundings, extensions or renewals replacements thereof, provided PROVIDED, however, that no such extension, renewal or replacement shall (i) amend or modify the subordination provisions, if any, contained in such guarantee in a manner adverse to the Secured Parties, or (ii) increase the principal amount of such Guarantee Obligation shall not be increased at Indebtedness guaranteed by the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o)original guarantee;
(bc) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all the Specified Accommodation Obligations;
(d) indemnities given in the ordinary course of business;
(c) Guarantee Obligations business in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements by the Parent Borrower;
(d) Reimbursement Obligations in respect favor of the Letters of Credit or reimbursement obligations in respect of companies issuing title insurance policies insuring the title to any other letters of credit permitted under subsection 8.2property to induce such issuance;
(e) Guarantee Obligations surety bonds issued in the ordinary course of business in respect of third-party loans and advances to officers the type of obligations described in subsection 8.3(e);
(f) indemnities made in the Loan Documents, the Transaction Documents or employees of Holdings or in any of the agreements contemplated hereby and thereby and in the financial advisory agreement described in subsection 8.11(b)(ii) and in the corporate charter and/or bylaws of the US Borrower and its Subsidiaries;
(g) guarantees by English Borrower of the Guaranteed Loan Notes;
(h) indemnities and guarantees (other than guarantees of Indebtedness (other than Indebtedness of Subsidiaries (iof the US Borrower permitted hereunder)) for travel and entertainment expenses incurred made in the ordinary course of business, (ii) for relocation expenses incurred PROVIDED that such indemnities and guarantees could not in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations reasonably be expected to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders)have a Material Adverse Effect;
(i) guarantees made by the Parent Borrower or of Indebtedness of any of its Subsidiaries of obligations Subsidiary of the Parent US Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this AgreementSection 8.2 to the extent that such Subsidiary has granted a security interest in its material assets for the benefit of the Lenders;
(j) Guarantee Obligations of Subsidiaries in connection with sales or other dispositions respect of Indebtedness under any Interest Rate Agreement permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value8.2(f);
(k) additional Guarantee Obligations incurred pursuant in aggregate principal amount not to the U.S. Guarantee and Collateral Agreement or exceed $6,500,000 at any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);one time; and
(l) Guarantee Obligations of Subsidiaries under the Senior Subordinated Note Indenture in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000Senior Subordinated Notes.
Appears in 1 contract
Limitation on Guarantee Obligations. CreateNeither the Company nor any Restricted Subsidiary will create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) the Company and other entities within the Homebuilding Segment may incur Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o);
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all in the ordinary course of business;
(c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements by the Parent Borrower;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that Xxxxxx Financial Division if the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o)Obligations, when aggregated with plus the net amount of Investments by the Homebuilding Segment in the Financial Services Segment, does not exceed the sum of (i) all dividends made pursuant to paragraph 8.7(k)$50,000,000, and (ii) an amount, if a positive number, equal to (A) the aggregate value of all Investments cash dividends received by the Company from the Financial Services Segment, determined in accordance with GAAP, during the period from April 1, 1995 to and including such date less (determined as B) an amount equal to the excess of (1) the aggregate amount originally advancedof cash dividends paid by the Company on its common stock during such period over (2) 50% of the Consolidated Net Income of the Homebuilding Segment for such period;
(b) subject to subsection 7.15 hereof, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to Company may incur Guarantee Obligations other than those described in paragraphs 8.8(k(a) and (o)e) of this subsection 7.4 in an aggregate amount at any time outstanding not exceeding 25% of Adjusted Consolidated Tangible Net Worth at such time, (iiiprovided, that Guarantee Obligations of the Company for the benefit of unconsolidated joint ventures permitted under subsection 7.8(e) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do hereof shall not at any time exceed $100,000,000an aggregate amount equal to 15% of Adjusted Consolidated Tangible Net Worth at such time;
(c) the Company and its Restricted Subsidiaries may incur Guarantee Obligations in respect of Permitted IRB Letters of Credit;
(d) the entities within the Financial Services Segment may incur other Guarantee Obligations;
(e) the Company and other entities within the Homebuilding Segment may incur Guarantee Obligations in respect of letters of credit and completion bonds permitted pursuant to subsection 7.2(h), (n) or (o); and
(f) Subsidiaries of the Company may incur Guarantee Obligations in respect of the Specified Debt, provided that simultaneously with the execution and delivery of any guaranty in respect thereof by any Subsidiary, such Subsidiary shall execute and deliver a substantially identical guaranty in respect of all obligations of the Company under this Agreement and the other Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Ryland Group Inc)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date date hereof and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(oon SCHEDULE 9.4(a);
(b) Guarantee Obligations for performanceincurred after the date hereof in an aggregate amount not to exceed, bidtogether with any Indebtedness outstanding under subsection 9.2(g), appeal$100,000,000 at any one time outstanding, judgmentPROVIDED that such Guarantee Obligations are not secured by a Lien on any assets of the Loan Parties, replevin and similar bonds PROVIDED FURTHER, that no Guarantee Obligation shall be included in any computation with respect to the $100,000,000 limit contained in this subsection and suretyship arrangements, all subsection 9.2(g) if such Guarantee Obligation relates to a Primary Obligation included in any computation of such limit;
(c) the Guarantees and Letters of Credit;
(d) guarantees made in the ordinary course of business;
(c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements its business by the Parent Borrower;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b)Subsidiary, (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(je) Guarantee Obligations in connection with sales or other dispositions reimbursement obligations of the Borrower pursuant to Indebtedness expressly permitted under by subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value9.2(j);
(kf) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or guarantees by any Canadian Security Document or otherwise Subsidiary (i) in respect of Indebtedness permitted by under subsection 8.2(a);
9.2(f)(i) on the terms, or on terms substantially identical to (lincluding with respect to the subordination of such guarantees to the Obligations) Guarantee Obligations the terms, of the Senior Subordinated Note Indenture and (ii) in respect of Indebtedness permitted pursuant under subsection 9.2(f)(ii) on the terms of, or on terms substantially identical to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment including with respect to the obligations subordination of any Loan Party hereunder and such guarantees to the Obligations) the terms of, the Subordinated Bridge Notes, the Subordinated Rollover Notes or such other subordinated notes or debentures incurred to refinance the Subordinated Bridge Notes or the Subordinated Rollover Notes, as the case may be, permitted under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, subsection 9.2(f)(ii); (yg) Guarantee Obligations guarantees in respect of the Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to under subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date9.2(d);
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Warren S D Co /Pa/)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o8.2(c) or 8.2(j);
(b) Guarantee Obligations in connection with up to an aggregate principal amount of $20,000,000 of Indebtedness outstanding at any time incurred by any Management Investors in connection with any Management Subscription Agreements or other purchases by them or Capital Stock of any Parent Entity (so long as such Parent Entity applies the net cash proceeds of such purchases to, directly or indirectly, make capital contributions to, or purchase Capital Stock of, CCMGC or applies such proceeds to pay Parent Entity Expenses) or CCMGC, and any refinancings, refundings, extensions or renewals thereof; provided that such amount shall be reduced by the aggregate then outstanding principal amount of loans and advances permitted by subsection 8.9(n);
(c) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all in the ordinary course of business;
(cd) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv8.11(iv) or similar agreements by the Parent Borrower;
(de) Reimbursement Obligations reimbursement obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(ef) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings the Parent Borrower or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long (as to CCMGC and all Guarantee Obligations incurred under this paragraph (eof its Subsidiaries), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof8.9(e)(iv), does not exceed of up to $5,000,000 7,500,000 outstanding at any time;
(fg) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(gh) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(hi) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.98.10, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(ij) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (je), (km), (n) and (qv)) which obligations are otherwise permitted under this Agreement;
(jk) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(kl) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(lm) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c), (d), (e) and (dv), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party the Parent Borrower hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(dsubsection 8.2 (b) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers the Parent Borrower and (z) Guarantee Obligations in respect of Assumed Rollover Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000.
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) (x) Guarantee Obligations in existence on the Closing Date date hereof and listed in on Schedule 8.4(a)8.4, and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such (y) Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness Obligations in respect of any Refinancing Indebtedness of the Indebtedness to which such Guarantee Obligations listed on Schedule 8.4 relate and (z) Guarantee Obligations in respect of any Refinancing Indebtedness of the Existing Notes by Subsidiaries that are party to the Guarantee and Collateral Agreement so long as such Guarantee Obligations are subordinated to the obligations of each Subsidiary under the Guarantee and Collateral Agreement to the same extent as the Refinancing Indebtedness of the Borrower referred to in this clause (z) is permitted subordinated to be increased by subsection 8.2(o)the Obligations;
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all incurred after the date hereof in the ordinary course of businessan aggregate amount not to exceed $10,000,000 at any one time outstanding;
(c) Guarantee Obligations incurred by any Foreign Subsidiary after the date hereof in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements by the Parent Borroweran aggregate amount not to exceed $25,000,000 at any one time outstanding;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings or any of its Subsidiaries (i) for travel and entertainment expenses incurred guarantees made in the ordinary course of business, (ii) for relocation expenses incurred in its business by the ordinary course Borrower of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b)Domestic Subsidiaries, (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(je) the guarantee by the Domestic Subsidiaries under the Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face valueCollateral Agreement;
(kf) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or guarantees of any Canadian Security Document or otherwise in respect Foreign Subsidiary of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing DateForeign Subsidiary;
(mg) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount Borrower of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness obligations of Foreign Subsidiaries incurred pursuant to subsection 8.2(q)other than Holland & Xxxxxxx; provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (oguarantees, taken together with Indebtedness of Foreign Subsidiaries other than Holland & Xxxxxxx permitted under subsection 8.2(i) and investments in Foreign Subsidiaries other than Holland & Xxxxxxx permitted under subsection 8.9(d), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do shall not exceed $20,000,000 at any time outstanding; and
(h) guarantees by the Borrower of obligations of Holland & Xxxxxxx; provided that the aggregate amount of such guarantees, taken together with Indebtedness of Holland & Xxxxxxx permitted under subsection 8.2(i) and investments in Holland & Xxxxxxx permitted under subsection 8.9(d), shall not exceed $100,000,00035,000,000 at any time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Nbty Inc)
Limitation on Guarantee Obligations. Create, incur, assume or ----------------------------------- suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date February 28, 1994 and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that (i) the amount of such Guarantee Obligation shall not be -------- increased at the time of in connection with such refinancing, refunding, extension or renewal except and (ii) all material terms and conditions of the Guarantee Obligation incurred pursuant to such refinancing, refunding, renewal or extension are (as determined by the Borrower reasonably and in good faith) no less favorable to the extent that Borrower and its Subsidiaries than those applicable to the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o)Obligation refinanced, refunded, renewed or extended thereby;
(b) Guarantee Obligations in connection with up to an aggregate principal amount of $8,000,000 of 150 Indebtedness outstanding at any one time incurred by directors, officers, employees, managers or consultants of or to Holdings, the Borrower or any of their respective Subsidiaries in connection with any Management Subscription Agreement, and any refinancings, refundings, extensions or renewals thereof;
(c) customary Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including guarantees with respect to leases, indemnification obligations, and guarantees of collectibility in respect of accounts receivable or notes receivable for up to face value;
(d) Guarantee Obligations for bankers' acceptances, bills of exchange, performance, bid, appeal, judgmentappeal and judgment bonds, replevin and similar bonds and bonds, suretyship arrangements, or bank overdrafts repaid in three days, all in the ordinary course of business, and reimbursement obligations in respect of commercial documentary letters of credit issued for the account of the Borrower or any of its Subsidiaries for the purchase of goods or services in the ordinary course of business;
(ce) Guarantee Obligations in respect of standby letters of credit (other than Standby Letters of Credit) for use in the ordinary course of business, in an aggregate principal or face amount for all such Guarantee Obligations (as to the Borrower and all of its Subsidiaries) not to exceed $10,000,000 at any one time outstanding;
(f) Guarantee Obligations in respect of indemnification and contribution agreements expressly in favor of CD&R, C&D Fund IV, Affiliates thereof and each Person who becomes a director of Holdings, the Borrower or any of their Subsidiaries in respect of liabilities (i) arising under the Securities Act, the Exchange Act and 151 any other applicable securities laws or otherwise in connection with any offering of securities by Holdings, the Borrower or any of their Subsidiaries, (ii) incurred to third parties for any action or failure to act of Holdings, the Borrower or any of their Subsidiaries or successors, (iii) to Persons which are not Affiliates, arising out of the performance by CD&R of management consulting or financial advisory services to Holdings, the Borrower or any of their Subsidiaries, (iv) arising out of the fact that any indemnitee was or is a director of Holdings, the Borrower or any of their Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or (v) to the fullest extent permitted by subsection 8.10(iv) Delaware law, arising out of any breach or similar agreements alleged breach by such an indemnitee of his or her fiduciary duty as a director of Holdings, the Parent BorrowerBorrower or any of their Subsidiaries;
(dg) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations and Canadian Reimbursement Obligations in respect of any other letters the Canadian Letters of credit permitted under subsection 8.2Credit;
(eh) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings the Borrower or any of its Subsidiaries (i) Subsidiary for travel travel, entertainment and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(fi) obligations Guarantee Obligations to insurers required in connection with worker’s 's compensation and other insurance coverage incurred in the ordinary course of business;
(gj) obligations Guarantee Obligations in respect of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements permitted by subsection 8.2(g); 152
(k) Guarantee Obligations (other than those entered into for speculative purposesGuarantee Obligations that are permitted by any other paragraph of this subsection) or under Permitted Hedging Arrangementsin respect of loans by third parties to Obligors and their Affiliates, and other Guarantee Obligations incurred after February 28, 1994, in the aggregate not to exceed (as to the Borrower and all of its Subsidiaries) $10,000,000 at any one time outstanding;
(hl) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.98.10(g), provided (i) that if any all such Guarantee Obligation inures Obligations do -------- not in the aggregate exceed (as to the benefit Borrower and all of any Person its Subsidiaries other than Foreign Subsidiaries) $10,000,000 and, in the Person from whom such acquisition is made or case of Foreign Subsidiaries, $30,000,000 at any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect one time outstanding and (ii) after giving effect to any such acquisition, 70% no Default or Event of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (Default shall have occurred or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders)continuing;
(im) guarantees made in the ordinary course of its business by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(bRealCo), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than (i) Holdings under the Parent Holdings RealCo First Mortgage Note Guarantees and the Holdings Canadian First Mortgage Note Guarantees, (ii) the Borrower or any of its Subsidiaries, under the Borrower RealCo First Mortgage Note Guarantees and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k)Borrower Canadian First Mortgage Note Guarantees and (iii) RealCo under RealCo Canadian First Mortgage Note Guarantees; and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount Guarantees, the Borrower Guarantee and the Canadian Subsidiary Guarantees. For purposes of such Guarantee Obligations outstanding pursuant to this clause clauses (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(kb), (ii) all Investments e), (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(kk) and (o)l) of this subsection 8.4, (iii) all cash consideration paid the U.S. Dollar equivalent of Canadian Dollar denominated Guarantee Obligations shall be determined 153 on the basis of the Current Exchange Rate in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000effect on the date such Guarantee Obligation is incurred.
Appears in 1 contract
Samples: Credit Agreement (CDW Holding Corp)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence listed on the Closing Date and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o)11.4;
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all in arising under the ordinary course of businessCredit Documents;
(c) Guarantee Obligations arising on account of obligations, warranties and indemnities which (i) are not with respect to Indebtedness of any Person, (ii) have been or are undertaken or made in respect the ordinary course of indemnification and contribution agreements expressly business or in connection with the sale of assets permitted by subsection 8.10(iv11.6(f) and (iii) are not for the benefit of or similar agreements by in favor of an Affiliate of the Parent BorrowerCompany or any of its Subsidiaries;
(d) Reimbursement Guarantee Obligations of (i) the Company in respect of obligations of any of its Wholly-owned Subsidiaries and (ii) any Subsidiary of the Letters of Credit or reimbursement obligations Company in respect of obligations of the Company or any other letters wholly-owned Subsidiary of credit permitted under subsection 8.2the Company;
(e) Guarantee Obligations in with respect of third-party loans to obligations, warranties and advances indemnities (other than with respect to officers or employees of Holdings or any of its Subsidiaries Indebtedness) arising (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in under the ordinary course of business, Existing Transaction Documents or the Transaction Documents or (iii) for other purposes with respect to customary representations, warranties and indemnities entered into in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together connection with the aggregate amount sale or other disposition of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any timeassets;
(f) obligations Guarantee Obligations in respect of payments made by the Company to insurers required Dainippon Ink & Chemical, Inc. in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of businessan aggregate amount not to exceed at any time $10,500,000;
(g) obligations Guarantee Obligations in respect of Indebtedness of Subsidiaries of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging ArrangementsCompany which was incurred in reliance upon the provisions of subsection 11.2(g);
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted constituting Investments pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k11.8(j); and
(oi) additional Guarantee Obligations of the Parent Borrower Company and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that obligations which, in the aggregate with the aggregate amount of Indebtedness secured by Liens incurred in reliance upon the provisions of subsection 11.3(n), does not exceed 5% of the consolidated net assets of the Company and its Subsidiaries; PROVIDED that no Default or Event of Default has occurred and is continuing at the time that such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000Obligation is incurred.
Appears in 1 contract
Samples: Credit Agreement (Hexcel Corp /De/)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a7.3(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o7.1(o);
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all in the ordinary course of business;
(c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv7.9(d) or similar agreements by the Parent Borrower;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other banker’s acceptance or letters of credit permitted under subsection 8.27.1;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e7.7(e) (other than clause (iv) thereof), does not exceed $5,000,000 7,500,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.97.8, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000100,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b7.1(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.67.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a7.1(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b7.1(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b7.1(b) and 8.2(d7.1(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (zy) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c7.1(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 25,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q7.1(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(ksubsection 7.6(j), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective InvestmentInvestment not to exceed the original amount invested) outstanding pursuant to paragraphs 8.8(ksubsection 7.7(m) and (on), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iiisubsection 7.8(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f7.12(f) do not at any time exceed $100,000,000150,000,000.
Appears in 1 contract
Samples: Second Lien Term Loan Credit Agreement (RSC Holdings Inc.)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o8.2(h);
(b) Guarantee Obligations in connection with up to an aggregate principal amount of $15,000,000 of Indebtedness outstanding at any time incurred by any Management Investors in connection with any Management Subscription Agreements or other purchases by them of Capital Stock of Investors (so long as Investors applies the net cash proceeds of such purchases to make capital contributions to, or purchase Capital Stock of, Holding or applies such proceeds to pay Investors Expenses) or Holding, and any refinancings, refundings, extensions or renewals thereof; provided that such amount shall be reduced by the aggregate then outstanding principal amount of loans and advances permitted by subsection 8.9(o);
(c) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all in the ordinary course of business;
(cd) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv8.11(iv) or similar agreements by the Parent Borrower;
(de) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2Credit;
(ef) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings the Parent Borrower or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long (as to Holding and all Guarantee Obligations incurred under this paragraph (eof its Subsidiaries), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof8.9(e)(iv), does not exceed of up to $5,000,000 7,500,000 outstanding at any time;
(fg) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(gh) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(hi) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.98.10, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,00030,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(ij) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (ql)) which obligations are otherwise permitted under this Agreement;
(jk) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(kl) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(lm) Guarantee Obligations in respect Guarantees by one or more Guarantors (so long as such Persons remain Guarantors) of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (dc), provided that (except in respect of any then outstanding 2004 Senior Notes) (x) if any in the case of such Indebtedness is subordinated Guarantees set forth in right of payment to the obligations of any Loan Party hereunder and under the other Loan 2004 Senior Subordinated Note Documents, then any corresponding Guarantee Obligations such Guarantees are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, as set forth therein and (y) Guarantee Obligations in respect the case of such Guarantees of Indebtedness permitted pursuant to subsections subsection 8.2(b) and 8.2(d) shall be permitted only so long as ), such Guarantee Obligations Guarantees are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed subordinated to Indebtedness permitted outstanding pursuant to this Agreement and other Loan Documents in the manner required by either sub-clauses (i) or (ii) of subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date8.2(b);
(mn) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(no) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of recourse events in connection with any Permitted Receivables Transaction; and
(p) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that (i) such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased and (ii) such amount and any increase in such amount permitted by clause (i) shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k8.9(l); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000.
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date date hereof and listed in on Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o)7.4;
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin the Guarantees and similar bonds and suretyship arrangements, all in the ordinary course of businessReimbursement Obligations;
(c) Guarantee Obligations entered into in respect the ordinary course of indemnification business of any obligations (including Financing Leases and contribution agreements expressly permitted by subsection 8.10(ivoperating leases) of the Borrower or similar agreements by the Parent Borrowerany Subsidiary Guarantor;
(d) Reimbursement Guarantee Obligations in respect of the Letters Borrower and any of Credit its Subsidiaries of loans or reimbursement obligations advances to employees for moving, relocation, travel and entertainment expenses, drawing accounts and similar expenditures made in respect the ordinary course of business and in an aggregate amount not exceeding, when added to loans and advances at any other letters of credit permitted under subsection 8.2time outstanding pursuant to Section 7.10(c), $12,500,000 outstanding at such time;
(e) Guarantee Obligations in respect of third-party Interest Rate Protection Agreements, Commodities Price Protection Agreements and Exchange Rate Protection Agreements to the extent permitted pursuant to Section 7.10;
(f) Guarantee Obligations of the Parent, the Borrower or any Subsidiary of the Parent in respect of loans and advances made pursuant to officers or employees the Operator Financing Program; provided that, such Guarantee Obligations do not, in the aggregate, exceed $60,000,000 at any one time outstanding;
(g) Guarantee Obligations of Holdings the Parent of the performance of obligations of the Borrower or any of its Subsidiaries (i) for travel under Contractual Obligations in existence at the time of any Permitted Acquisition and entertainment expenses incurred not created in anticipation thereof under which the ordinary course Borrower or such Subsidiary becomes obligated as a result of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under such Permitted Hedging ArrangementsAcquisition;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures relating to the benefit obligations of any Person other than kind of the Person from whom such acquisition is made Borrower, the Parent, or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders)Parent’s Subsidiaries that are not prohibited by this Agreement;
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations Guarantee Obligations of the Parent Borrower or any Insurance Subsidiary relating to letters of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;credit issued for the payment of insurance claims; and
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following after the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries Date in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as an aggregate amount not to all of such Persons does not exceed $12,500,000 at any one time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000outstanding.
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) (x) Guarantee Obligations in existence on the Closing Date date hereof and listed in on Schedule 8.4(a)8.4, and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such (y) Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness Obligations in respect of any Refinancing Indebtedness of the Indebtedness to which such Guarantee Obligations listed on Schedule 8.4 relate and (z) Guarantee Obligations in respect of any Refinancing Indebtedness of the Existing Notes by Subsidiaries that are party to the Guarantee and Collateral Agreement so long as such Guarantee Obligations are subordinated to the obligations of each Subsidiary under the Guarantee and Collateral Agreement to the same extent as the Refinancing Indebtedness of the Borrower referred to in this clause (z) is permitted subordinated to be increased by subsection 8.2(o)the Obligations;
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all incurred after the date hereof in the ordinary course of businessan aggregate amount not to exceed $10,000,000 at any one time outstanding;
(c) Guarantee Obligations incurred by any Foreign Subsidiary after the date hereof in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements by the Parent Borroweran aggregate amount not to exceed $25,000,000 at any one time outstanding;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings or any of its Subsidiaries (i) for travel and entertainment expenses incurred guarantees made in the ordinary course of business, (ii) for relocation expenses incurred in its business by the ordinary course Borrower of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b)Domestic Subsidiaries, (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(je) the guarantee by the Domestic Subsidiaries under the Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face valueCollateral Agreement;
(kf) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or guarantees of any Canadian Security Document or otherwise in respect Foreign Subsidiary of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing DateForeign Subsidiary;
(mg) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount Borrower of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness obligations of Foreign Subsidiaries incurred pursuant to subsection 8.2(q)other than Holland & Bxxxxxx; provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (oguarantees, taken together with Indebtedness of Foreign Subsidiaries other than Holland & Bxxxxxx permitted under subsection 8.2(i) and investments in Foreign Subsidiaries other than Holland & Bxxxxxx permitted under subsection 8.9(d), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do shall not exceed $20,000,000 at any time outstanding; and
(h) guarantees by the Borrower of obligations of Holland & Bxxxxxx; provided that the aggregate amount of such guarantees, taken together with Indebtedness of Holland & Bxxxxxx permitted under subsection 8.2(i) and investments in Holland & Bxxxxxx permitted under subsection 8.9(d), shall not exceed $100,000,00035,000,000 at any time outstanding.
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a7.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o7.2(f);
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and bonds, or suretyship arrangements, all in the ordinary course of business;
(c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv7.11(iii) or similar agreements by the Parent Borrower;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings Holdings, the Borrower or any of its their respective Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, business or (iii) for any other purposes purpose and, in the case of this clause (iii), in an aggregate principal amount so long (as to Holdings and all Guarantee Obligations incurred under this paragraph (eits Subsidiaries), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof7.9(e)(iii), does not exceed of up to $5,000,000 4,000,000 outstanding at any time;
(fe) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(gf) obligations of the Parent Borrower and its Subsidiaries under Interest Rate Protection Agreements, including obligations of the Borrower under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or relating to Indebtedness of the Borrower under Permitted Hedging Arrangementsthis Agreement;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(ig) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b)Subsidiaries, (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement; provided that guarantees by any Loan Party of obligations of any Subsidiary that is not a Loan Party shall be subject to the limitations set forth in subsection 7.9(f)(i);
(jh) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.67.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(mi) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of businessbusiness of obligations of the Borrower or any of its Subsidiaries, which obligations are otherwise permitted by this Agreement;
(j) Guarantee Obligations with respect to an aggregate principal amount of up to $10,000,000 of third-party loans and advances to Local Agents and Owner/Operators, provided that such amount shall be reduced by the aggregate then outstanding principal amount of loans and Investments permitted by subsection 7.9(l);
(k) Guarantee Obligations of the Borrower and its Subsidiaries in respect of obligations in connection with any Relocation SPV Financing; provided that such obligations shall not constitute payment of any Indebtedness;
(l) Guarantee Obligations incurred pursuant to the Guarantees or otherwise in respect of Indebtedness permitted by subsection 7.2(a);
(m) guarantees made by any Foreign Subsidiary of third-party obligations under leases, provided that the aggregate amount of such guarantees shall not exceed $300,000 at any one time outstanding;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does do not at any time exceed $20,000,000 10,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of then existing Investments permitted by subsection 8.8(k7.9(g); and;
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries or any Subsidiary Guarantor in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to permitted by subsection 8.2(q7.2(n); provided that the aggregate amount of if such Indebtedness is Subordinated Debt, such Guarantee Obligations outstanding shall be subordinated to the Guarantee of the Obligations pursuant to this clause the Guarantee and Collateral Agreement on terms no less favorable to the Lenders than the subordination provisions of the Subordinated Debt; and
(o), when aggregated with (ip) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less Guarantee Obligations of any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid Subsidiary Guarantor in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to Indebtedness permitted by subsection 8.13(f) do not at 7.2(p); provided that, in no event shall the Borrower or any time exceed $100,000,000Guarantor guarantee any obligation of Holdings or any Finance Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a)) and any refinancings thereof, in whole or in part;
(b) Guarantee Obligations in connection with up to an aggregate principal amount of $20,000,000 of Indebtedness outstanding at any time incurred by any Management Investors in connection with any Management Subscription Agreements or other purchases by them or Capital Stock of any Parent Entity (so long as such Parent Entity applies the net cash proceeds of such purchases to, directly or indirectly, make capital contributions to, or purchase Capital Stock of, Holdings or applies such proceeds to pay Parent Entity Expenses) or Holdings, and any refinancings, refundings, extensions or renewals refinancings thereof, in whole or in part; provided that such amount shall be reduced by the aggregate then outstanding principal amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is loans and advances permitted to be increased by subsection 8.2(oSection 8.9(n);
(bc) Guarantee Obligations for performance, bid, appeal, surety, judgment, replevin and similar bonds and bonds, other suretyship arrangements, other similar obligations and letters of credit, bankers’ acceptances or similar instruments or obligations, all in in, or relating to liabilities or obligations incurred in, the ordinary course of business;
(cd) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(ivSection 8.11(d) or similar agreements by the Parent Borrower;
(de) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection Section 8.2;
(ef) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings the Parent Borrower or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate principal amount so long (as to Holdings and all Guarantee Obligations incurred under this paragraph (eof its Restricted Subsidiaries), together with the aggregate principal amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereofSection 8.9(e)(iv), does not exceed of up to $5,000,000 15,000,000 outstanding at any time;
(fg) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(gh) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(hi) Guarantee Obligations incurred in connection with acquisitions permitted under subsection Section 8.10 or Investments permitted by Section 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(ij) guarantees made by the Parent Borrower or any of its Restricted Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections Sections 8.2(b), (c), (d), (j), (k) and (qc)) which obligations are otherwise permitted under this Agreement;
(jk) Guarantee Obligations in connection with sales or other dispositions permitted under subsection Section 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(kl) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection Section 8.2(a);
(lm) Guarantee Obligations (i) in respect of Indebtedness permitted pursuant to Sections 8.2(b), (c), (d), (e) and (v), provided that Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections Section 8.2(b), ) or (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and Borrowers; or (zii) Guarantee Obligations in respect of Assumed Indebtedness permitted otherwise arising pursuant to subsection 8.2(cthe Term Documents (as defined in the Intercreditor Agreement) shall be permitted to or any Additional Documents (as defined in the extent no additional guarantors of such Indebtedness are added following the Closing DateIntercreditor Agreement);
(mn) (w) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business, (x) Guarantee Obligations in connection with the construction or improvement of all or any portion of a Public Facility to be used by the Parent Borrower or any Subsidiary, (y) Guarantee Obligations required (in the good faith determination of the Parent Borrower) in connection with Vehicle Rental Concession Rights and (z) Guarantee Obligations in respect of any Franchise Vehicle Indebtedness or Franchise Lease Obligations;
(no) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and that as to all of such Persons does do not at any time exceed $20,000,000 100,000,000 in aggregate outstanding principal amount; provided that (i) such amount shall be increased by an amount equal to $10,000,000 on each anniversary of the Closing Date, so long as no Specified Default shall have occurred and be continuing and no Event of Default known to the Parent Borrower shall have occurred and be continuing on any date on which such amount is to be increased and (ii) such amount and any increase in such amount permitted by clause (i) shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(koutstanding under Section 8.9(k); and
(op) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness the deferred purchase price of Vehicles and all other obligations arising under certain vehicle supply agreements entered into by any Foreign Subsidiaries incurred pursuant to subsection 8.2(q)Subsidiary; provided that the aggregate principal amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time outstanding, when combined with the aggregate principal amount of Indebtedness then outstanding constituting Foreign Fleet Financing, shall not exceed $100,000,000the maximum amount of Foreign Fleet Financing permitted under Section 8.2(v). For purposes of determining compliance with this Section 8.4, in the event that any Guarantee Obligation meets the criteria of more than one of the types of Guarantee Obligations described in clauses (a) through (p) above, the Parent Borrower, in its sole discretion, shall classify such Guarantee Obligation and may include the amount and type of such Guarantee Obligation in one or more of such clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a)) and any refinancings thereof, in whole or in part;
(b) Guarantee Obligations in connection with up to an aggregate principal amount of $20,000,000 of Indebtedness outstanding at any time incurred by any Management Investors in connection with any Management Subscription Agreements or other purchases by them or Capital Stock of any Parent Entity (so long as such Parent Entity applies the net cash proceeds of such purchases to, directly or indirectly, make capital contributions to, or purchase Capital Stock of, Holdings or applies such proceeds to pay Parent Entity Expenses) or Holdings, and any refinancings, refundings, extensions or renewals refinancings thereof, in whole or in part; provided that such amount shall be reduced by the aggregate then outstanding principal amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is loans and advances permitted to be increased by subsection 8.2(oSection 8.9(n);
(bc) Guarantee Obligations for performance, bid, appeal, surety, judgment, replevin and similar bonds and bonds, other suretyship arrangements, other similar obligations and letters of credit, bankers’ acceptances or similar instruments or obligations, all in in, or relating to liabilities or obligations incurred in, the ordinary course of business;
(cd) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(ivSection 8.11(d) or similar agreements by the Parent Borrower;
(de) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection Section 8.2;
(ef) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings the Parent Borrower or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate principal amount so long (as to Holdings and all Guarantee Obligations incurred under this paragraph (eof its Restricted Subsidiaries), together with the aggregate principal amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereofSection 8.9(e)(iv), does not exceed of up to $5,000,000 15,000,000 outstanding at any time;
(fg) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(gh) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(hi) Guarantee Obligations incurred in connection with acquisitions permitted under subsection Section 8.10 or Investments permitted by Section 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(ij) guarantees made by the Parent Borrower or any of its Restricted Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections Sections 8.2(b), (c), (d), (j), (k) and (qc)) which obligations are otherwise permitted under this Agreement;
(jk) Guarantee Obligations in connection with sales or other dispositions permitted under subsection Section 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(kl) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection Section 8.2(a);
(lm) Guarantee Obligations (i) in respect of Indebtedness permitted pursuant to Sections 8.2(b), (c), (d), (e) and (v), provided that Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections Section 8.2(b), ) or (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and Borrowers; or (zii) Guarantee Obligations in respect of Assumed Indebtedness permitted otherwise arising pursuant to subsection 8.2(cthe Term Documents (as defined in the Intercreditor Agreement) shall be permitted to or any Additional Documents (as defined in the extent no additional guarantors of such Indebtedness are added following the Closing DateIntercreditor Agreement);
(mn) (w) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business, (x) Guarantee Obligations in connection with the construction or improvement of all or any portion of a Public Facility to be used by the Parent Borrower or any Subsidiary, (y) Guarantee Obligations required (in the good faith determination of the Parent Borrower) in connection with Vehicle Rental Concession Rights and (z) Guarantee Obligations in respect of any Franchise Vehicle Indebtedness or Franchise Lease Obligations;
(no) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and that as to all of such Persons does do not at any time exceed $20,000,000 100,000,000 in aggregate outstanding principal amount; provided that (i) such amount shall be increased by an amount equal to $10,000,000 on each anniversary of the Closing Date, so long as no Specified Default shall have occurred and be continuing and no Event of Default known to the Parent Borrower shall have occurred and be continuing on any date on which such amount is to be increased and (ii) such amount and any increase in such amount permitted by clause (i) shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(koutstanding under Section 8.9(k); and
(op) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness the deferred purchase price of Vehicles and all other obligations arising under certain vehicle supply agreements entered into by any Foreign Subsidiaries incurred pursuant to subsection 8.2(q)Subsidiary; provided that the aggregate principal amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time outstanding, when combined with the aggregate principal amount of Indebtedness then outstanding constituting Foreign Fleet Financing, shall not exceed $100,000,000the maximum amount of Foreign Fleet Financing permitted under Section 8.2(v).
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a), Equipment Lease Guarantees (and any refinancings, refundings, extensions Refinancing Indebtedness incurred in respect thereof) or renewals thereof, provided that the amount of such any Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such any Equipment Lease Refinancing (and any Refinancing Indebtedness incurred in respect thereof), the joint and several obligations of each Borrower for the repayment of Indebtedness incurred hereunder of the other Borrower and the guarantees made by the Credit Parties pursuant to the Guarantee Obligations is permitted to be increased by subsection 8.2(o)and Collateral Agreement;
(b) up to $5,000,000 in the aggregate of Guarantee Obligations for performanceof HCLP or any of its Subsidiaries in connection with Indebtedness incurred by customers of HCLP or any of its Subsidiaries; provided, bid, appeal, judgment, replevin that the proceeds of any such Indebtedness shall be used by such customers to purchase natural gas compressors or oil and similar bonds and suretyship arrangements, all in the ordinary course gas production equipment from HCLP or any of businessits Subsidiaries;
(c) Guarantee Obligations (in respect of indemnification and contribution obligations not constituting Indebtedness) arising under agreements expressly permitted by subsection 8.10(iv) or similar agreements by the Parent Borrower;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower HCLP or any of its Subsidiaries in the ordinary course of business;
(nd) Guarantee Obligations in respect of Indebtedness or permitted under this Agreement (other obligations of a Person than Permitted Unqualified Subsidiary Indebtedness); provided, that the Hanover Senior Notes Guarantees made by HCLP and any Subsidiary Guarantors shall remain subordinated to the Obligations until such time as the Hanover 2010 Senior Notes Indenture and the Hanover 2014 Senior Notes Indenture are amended to remove the subordination provisions set forth therein in connection accordance with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower Section 8.11;
(e) unsecured Guarantee Obligations by Hanover or any of its SubsidiariesQualified Subsidiaries of Permitted Unqualified Subsidiary Indebtedness;
(f) (i) subordinated Guarantee Obligations by Hanover and its Subsidiaries of the 2001A Equipment Lease Transaction and the 2001B Equipment Lease Transaction; provided, that (A) the equipment trusts party to such Equipment Lease Transactions shall be permitted to substitute equipment subject to the 2001A Equipment Lease Transaction and as the 2001B Equipment Lease Transaction from time to all of such Persons does not at any time exceed $20,000,000 in accordance therewith and (B) the aggregate principal amount; provided that such amount of Indebtedness outstanding under the 2001A Equipment Lease Transaction and the 2001B Equipment Lease Transaction, respectively, shall be reduced by not exceed the aggregate principal amount of Investments permitted Indebtedness outstanding under the 2001A Equipment Lease Transaction and the 2001B Equipment Lease Transactions, respectively, as of the Closing Date; and (ii) Guarantee Obligations by subsection 8.8(k)Hanover and its Subsidiaries of Refinancing Indebtedness of the 2001A Equipment Lease Transaction and the 2001B Equipment Lease Transaction; and
(og) the Subordinated Guarantee Obligations of Hanover arising under the Parent Borrower TIDES Guarantees, and its any Refinancing Indebtedness incurred in respect thereof. Notwithstanding the foregoing, Subsidiaries of Hanover may not provide Guarantee Obligations in respect of the Hanover 2014 Convertible Notes (or any Refinancing Indebtedness in respect thereof), the Hanover Zero Coupon Subordinated Notes or other indebtedness issued by Hanover (other than (a) the Hanover 2010 Senior Notes, (b) the Hanover 2014 Senior Notes, (c) any Refinancing Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k)2001A Equipment Lease Transaction and/or the 2001B Equipment Lease Transaction in which Hanover becomes the obligor, (iid) all Investments (determined as any Refinancing Indebtedness of the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) Hanover Zero Coupon Subordinated Notes and (o), (iiie) all cash consideration paid any Refinancing Indebtedness incurred in respect of acquisitions pursuant to paragraph 8.9(b)(iiiclauses (a) and through (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000b)).
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a)) and any refinancings thereof, in whole or in part;
(b) Guarantee Obligations in connection with up to an aggregate principal amount of $20,000,000 of Indebtedness outstanding at any time incurred by any Management Investors in connection with any Management Subscription Agreements or other purchases by them or Capital Stock of any Parent Entity (so long as such Parent Entity applies the net cash proceeds of such purchases to, directly or indirectly, make capital contributions to, or purchase Capital Stock of, Holdings or applies such proceeds to pay Parent Entity Expenses) or Holdings, and any refinancings, refundings, extensions or renewals refinancings thereof, in whole or in part; provided that such amount shall be reduced by the aggregate then outstanding principal amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is loans and advances permitted to be increased by subsection 8.2(oSection 8.9(n);
(bc) Guarantee Obligations for performance, bid, appeal, surety, judgment, replevin and similar bonds and bonds, other suretyship arrangements, other similar obligations and letters of credit, bankers’ acceptances or similar instruments or obligations, all in in, or relating to liabilities or obligations incurred in, the ordinary course of business;
(cd) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(ivSection 8.11(d) or similar agreements by the Parent Borrower;
(de) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection Section 8.2;
(ef) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings the Parent Borrower or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate principal amount so long (as to Holdings and all Guarantee Obligations incurred under this paragraph (eof its Restricted Subsidiaries), together with the aggregate principal amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereofSection 8.9(e)(iv), does not exceed of up to $5,000,000 15,000,000 outstanding at any time;
(fg) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(gh) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging ArrangementsArrangements or Bank Products Agreements;
(hi) Guarantee Obligations incurred in connection with acquisitions permitted under subsection Section 8.10 or Investments permitted by Section 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(ij) guarantees made by the Parent Borrower or any of its Restricted Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (qSections 8.2(c)) which obligations are otherwise permitted under this Agreement;
(jk) Guarantee Obligations in connection with sales or other dispositions permitted under subsection Section 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(kl) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection Section 8.2(a);
(lm) Guarantee Obligations (i) in respect of Indebtedness permitted pursuant to Sections 8.2(c), (d), (e) and (v), provided that Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(dSection 8.2(c) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and Borrowers; or (zii) Guarantee Obligations in respect of Assumed Indebtedness permitted otherwise arising pursuant to subsection 8.2(cthe Junior Lien Collateral Documents (as defined in the First Lien Intercreditor Agreement) shall be permitted to or any Additional Documents (as defined in the extent no additional guarantors of such Indebtedness are added following the Closing DateFirst Lien Intercreditor Agreement);
(mn) (x) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;, (y) Guarantee Obligations in connection with the construction or improvement of all or any portion of a Public Facility to be used by the Parent Borrower or any Subsidiary, and (z) Guarantee Obligations in respect of any Franchise Equipment Indebtedness or Franchise Lease Obligations; and
(no) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and that as to all of such Persons does do not at any time exceed $20,000,000 100,000,000 in aggregate outstanding principal amount; provided that (i) such amount shall be increased by an amount equal to $10,000,000 on each anniversary of the Closing Date, so long as no Specified Default shall have occurred and be continuing and no Event of Default known to the Parent Borrower shall have occurred and be continuing on any date on which such amount is to be increased and (ii) such amount and any increase in such amount permitted by clause (i) shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(koutstanding under Section 8.9(k); and
. For purposes of determining compliance with this Section 8.4, in the event that any Guarantee Obligation meets the criteria of more than one of the types of Guarantee Obligations described in clauses (a) through (o) Guarantee Obligations of above, the Parent Borrower Borrower, in its sole discretion, shall classify such Guarantee Obligation and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that may include the aggregate amount and type of such Guarantee Obligations outstanding pursuant to this Obligation in one or more of such clauses (including in part under one such clause (oand in part under another such clause), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000.
Appears in 1 contract
Samples: Credit Agreement (Herc Holdings Inc)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o8.2(q);
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all in the ordinary course of business;
(c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements by the Parent Borrower;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage as shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (je), (kf), (m), (s) and (qu)) which obligations are otherwise permitted under this Agreement;
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c), (d), (e), (f) and (du), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of any Indebtedness permitted pursuant to subsections 8.2(b(b), (d), (e), (f) and 8.2(d(u) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers (provided that no Foreign Subsidiaries may incur any such Guarantee Obligations in respect of Indebtedness of a U.S. Loan Party) and (z) Guarantee Obligations in respect of Assumed Existing Indebtedness permitted pursuant to subsection 8.2(c) and set forth on Schedule D shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q8.2(s); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(ksubsection 8.7(j), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs subsections 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iiisubsection 8.9(b)(iv) and (iv) all optional prepayments made pursuant to subsection 8.13(f8.13(d) do not at any time exceed $100,000,000.
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in on Schedule 8.4(a), and any refinancingsrefinancing, refundings, renewals or extensions or renewals thereof, thereof provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o)renewal;
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all guarantees made in the ordinary course of business;
(c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements its business by the Parent Borrower;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b)the Borrower's Guarantor Subsidiaries, (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(jc) the Guarantee and Collateral Agreement and any of the other Guarantees;
(d) Guarantee Obligations of certain Subsidiaries of the Borrower set forth in any of the Senior Subordinated Notes and the related Senior Subordinated Note Indenture which are subordinated as provided therein;
(e) Guarantee Obligations in respect of Indebtedness of a Person or Persons in connection with sales one or other dispositions more joint ventures in an aggregate amount not exceeding at any time outstanding, when aggregated with the amount of any Investments permitted under by subsection 8.68.9(g) which are outstanding at such time, including indemnification obligations with respect an amount equal to leasesthe amount of Investments permitted by subsection 8.9(g) to be made in such a Person or Persons; provided that no Default or Event of Default shall have occurred and be continuing on the date of the incurrence of any such Guarantee Obligations or would result therefrom;
(g) Guarantee Obligations of a Person which becomes a Subsidiary after the Closing Date; provided that (i) such Guarantee Obligations existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect to the acquisition of such Person by the Borrower no Default or Event of Default shall have occurred and be continuing, and guarantees any refinancings, refundings, renewals or extensions thereof; provided, further, that the amount of collectability such Guarantee Obligations is not increased at the time of such refinancing, refunding, renewal or extension;
(h) Guarantee Obligations in respect of accounts receivable synthetic leases entered into by the Borrower or notes receivable for up any Subsidiary in an aggregate amount not to face value;exceed $110,000,000; and
(ki) Guarantee Obligations incurred pursuant to of the U.S. Guarantee Borrower and Collateral Agreement or any Canadian Security Document or otherwise the Non-Guarantor Subsidiaries (including, without limitation, those resulting from the issuance of Letters of Credit) in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d8.2(l), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) at no time shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount Dollar Equivalent Amount of such Guarantee Obligations outstanding pursuant (x) of the Borrower and the Non-Guarantor Subsidiaries exceed $150,000,000 or (y) of the Borrower exceed the then aggregate Available Revolving Credit Commitments (other than any such Available Revolving Credit Commitments required to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made be maintained pursuant to subsection 8.13(f) do not at any time exceed $100,000,0004.3(h)).
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date date hereof and listed in on Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o)7.4;
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin the Guarantees and similar bonds and suretyship arrangements, all in the ordinary course of businessReimbursement Obligations;
(c) Guarantee Obligations entered into in respect the ordinary course of indemnification business of any obligations (including Financing Leases and contribution agreements expressly permitted by subsection 8.10(ivoperating leases) of the Borrower or similar agreements by the Parent Borrowerany Subsidiary Guarantor;
(d) Reimbursement Guarantee Obligations in respect of the Letters Borrower and any of Credit its Subsidiaries of loans or reimbursement obligations advances to employees for moving, relocation, travel and entertainment expenses, drawing accounts and similar expenditures made in respect the ordinary course of business and in an aggregate amount not exceeding, when added to loans and advances at any other letters of credit permitted under subsection 8.2time outstanding pursuant to Section 7.10(c), $10,000,000 outstanding at such time;
(e) Guarantee Obligations in respect of third-party Interest Rate Protection Agreements, Commodities Price Protection Agreements and Exchange Rate Protection Agreements to the extent permitted pursuant to Section 7.10;
(f) Guarantee Obligations of the Parent, the Borrower or any Subsidiary of the Parent in respect of loans and advances made pursuant to officers or employees the Operator Financing Program which are sold as permitted under Section 7.6(g); provided that, such Guarantee Obligations do not, in the aggregate, exceed $50,000,000 at any one time outstanding;
(g) Guarantee Obligations of Holdings the Parent of the performance of obligations of the Borrower or any of its Subsidiaries (i) for travel under Contractual Obligations in existence at the time of any Permitted Acquisition and entertainment expenses incurred not created in anticipation thereof under which the ordinary course Borrower or such Subsidiary becomes obligated as a result of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under such Permitted Hedging ArrangementsAcquisition;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures relating to the benefit obligations of any Person other than kind of the Person from whom such acquisition is made Borrower, the Parent, or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders)Parent’s Subsidiaries that are not prohibited by this Agreement;
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations Guarantee Obligations of the Parent Borrower or any Insurance Subsidiary relating to letters of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;credit issued for the payment of insurance claims; and
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant after the date hereof in an aggregate amount not to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not exceed $10,000,000 at any one time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000outstanding.
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:except (subject to the provisions of subsection 8.2A):
(a) Guarantee Obligations in existence on the Closing Date and listed in on Schedule 8.4(a), and any refinancingsrefinancing, refundings, renewals or extensions or renewals thereof, thereof provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o)renewal;
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all guarantees made in the ordinary course of business;
(c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements its business by the Parent Borrower;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2;
(e) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b)the Borrower's Subsidiaries, (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(jc) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or and any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a)the other Guarantees;
(ld) Guarantee Obligations of certain Subsidiaries of the Borrower (i) set forth in the Senior Subordinated Notes and the Senior Subordinated Notes Indenture which are subordinated as provided therein or (ii) set forth in the High-Yield Indebtedness and the High-Yield Indebtedness Indenture which are subordinated as provided therein;
(e) Guarantee Obligations in respect of Indebtedness of a Person or Persons in connection with one or more joint ventures in an aggregate amount not exceeding at any time outstanding, when aggregated with the amount of any Investments in cash permitted pursuant by subsection 8.10(g) which are outstanding at such time, an amount equal to subsections 8.2(b), (cthe amount of Investments in cash permitted by subsection 8.10(g) and (d), to be made in such a Person or Persons; provided that (x) if no Default or Event of Default shall have occurred and be continuing on the date of the incurrence of any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, or would result therefrom;
(yf) Guarantee Obligations consisting of any Reimbursement Obligation in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect Letters of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k)Credit; and
(og) Guarantee Obligations of a Person which becomes a Subsidiary after the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q)Closing Date; provided that (i) such Guarantee Obligations existed at the aggregate time such Person became a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect to the acquisition of such Person by the Borrower no Default or Event of Default shall have occurred and be continuing, and any refinancings, refundings, renewals or extensions thereof; provided, further, that the amount of such Guarantee Obligations outstanding pursuant to this clause (o)is not increased at the time of such refinancing, when aggregated with (i) all dividends made pursuant to paragraph 8.7(k)refunding, (ii) all Investments (determined as the amount originally advanced, loaned renewal or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000extension.
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date date hereof and listed in on Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o)7.4;
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin the Guarantees and similar bonds and suretyship arrangements, all in the ordinary course of businessReimbursement Obligations;
(c) Guarantee Obligations entered into in respect the ordinary course of indemnification business of any obligations (including Financing Leases and contribution agreements expressly permitted by subsection 8.10(ivoperating leases) of the Borrower or similar agreements by the Parent Borrowerany Subsidiary Guarantor;
(d) Reimbursement Guarantee Obligations in respect of the Letters Borrower and any of Credit its Subsidiaries of loans or reimbursement obligations advances to employees for moving, relocation, travel and entertainment expenses, drawing accounts and similar expenditures made in respect the ordinary course of business and in an aggregate amount not exceeding, when added to loans and advances at any other letters of credit permitted under subsection 8.2time outstanding pursuant to Section 7.10(c), $11,000,000 outstanding at such time;
(e) Guarantee Obligations in respect of third-party Interest Rate Protection Agreements, Commodities Price Protection Agreements and Exchange Rate Protection Agreements to the extent permitted pursuant to Section 7.10;
(f) Guarantee Obligations of the Parent, the Borrower or any Subsidiary of the Parent in respect of loans and advances made pursuant to officers or employees the Operator Financing Program; provided that, such Guarantee Obligations do not, in the aggregate, exceed $55,000,000 at any one time outstanding;
(g) Guarantee Obligations of Holdings the Parent of the performance of obligations of the Borrower or any of its Subsidiaries (i) for travel under Contractual Obligations in existence at the time of any Permitted Acquisition and entertainment expenses incurred not created in anticipation thereof under which the ordinary course Borrower or such Subsidiary becomes obligated as a result of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under such Permitted Hedging ArrangementsAcquisition;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures relating to the benefit obligations of any Person other than kind of the Person from whom such acquisition is made Borrower, the Parent, or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders)Parent’s Subsidiaries that are not prohibited by this Agreement;
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations Guarantee Obligations of the Parent Borrower or any Insurance Subsidiary relating to letters of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;credit issued for the payment of insurance claims; and
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant after the Restatement Closing Date in an aggregate amount not to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not exceed $11,000,000 at any one time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000outstanding.
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations pursuant to the Loan Documents;
(b) guarantees of Indebtedness by Subsidiaries of the US Borrower permitted pursuant to subsection 8.2(c) in existence on the Closing Date and listed in set forth on Schedule 8.4(a)8.4 and extensions, renewals and any refinancings, refundings, extensions or renewals replacements thereof, provided PROVIDED, however, that no such extension, renewal or replacement shall (i) amend or modify the subordination provisions, if any, contained in such guarantee in a manner adverse to the Secured Parties, or (ii) increase the principal amount of such Guarantee Obligation shall not be increased at Indebtedness guaranteed by the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o)original guarantee;
(bc) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all the Specified Accommodation Obligations;
(d) indemnities given in the ordinary course of business;
(c) Guarantee Obligations business in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements by the Parent Borrower;
(d) Reimbursement Obligations in respect favor of the Letters of Credit or reimbursement obligations in respect of companies issuing title insurance policies insuring the title to any other letters of credit permitted under subsection 8.2property to induce such issuance;
(e) Guarantee Obligations surety bonds issued in the ordinary course of business in respect of third-party loans and advances to officers the type of obligations described in subsection 8.3(e);
(f) indemnities made in the Loan Documents, the Transaction Documents or employees of Holdings or in any of the agreements contemplated hereby and thereby and in the financial advisory agreement described in subsection 8.11(b)(ii) and in the corporate charter and/or bylaws of the US Borrower and its Subsidiaries;
(g) guarantees by English Borrower of the Guaranteed Loan Notes;
(h) indemnities and guarantees (other than guarantees of Indebtedness (other than Indebtedness of Subsidiaries (iof the US Borrower permitted hereunder)) for travel and entertainment expenses incurred made in the ordinary course of business, (ii) for relocation expenses incurred PROVIDED that such indemnities and guarantees could not in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations reasonably be expected to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders)have a Material Adverse Effect;
(i) guarantees made by the Parent Borrower or of Indebtedness of any of its Subsidiaries of obligations Subsidiary of the Parent US Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this AgreementSection 8.2 to the extent that such Subsidiary has granted a security interest in its material assets for the benefit of the Lenders;
(j) Guarantee Obligations of Subsidiaries in connection with sales or other dispositions respect of Indebtedness under any Interest Rate Agreement permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value8.2(f);
(k) additional Guarantee Obligations incurred pursuant in aggregate principal amount not to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);exceed $5,000,000; and
(l) Guarantee Obligations of Subsidiaries under the Subordinated Debt Documents in respect of Indebtedness permitted pursuant to subsections 8.2(b)the Interim Loans, (c) the Exchange Notes and (d)the Senior Subordinated Notes, provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000applicable.
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or ----------------------------------- suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date date hereof and listed in on Schedule 8.4(a), 14.3 and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be -------- increased at the time of such refinancing, refunding, extension or renewal renewal, except by an amount equal to the extent that the amount of Indebtedness premium or other amounts paid, and fees and expenses incurred, in respect of connection with such Guarantee Obligations is permitted to be increased by subsection 8.2(o)refinancing, refunding, extension or renewal;
(b) guarantees made in the ordinary course of its business by the Borrower or any of its Subsidiaries of obligations of the Borrower or any of its Subsidiaries, which obligations are otherwise permitted under this Agreement;
(c) the Collateral Agreement or otherwise in respect of Indebtedness permitted by subsection 14.1(a);
(d) Guarantee Obligations incurred after the date hereof in an aggregate amount not to exceed $2,500,000 at any one time outstanding;
(e) Guarantee Obligations in connection with up to an aggregate principal amount of $20,000,000 of Indebtedness outstanding at any time incurred by any Management Investors in connection with any Management Subscription Agreements or other purchases by them of Capital Stock of the Guarantor or the Borrower, and any refinancings, refundings, extensions or renewals thereof; provided that such amount shall be reduced by the -------- aggregate then outstanding principal amount of loans and advances made in reliance upon the provisions of subsection 14.8(l);
(f) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all in the ordinary course of business;
(cg) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv14.9(iii) or similar agreements by the Parent BorrowerBorrower or any of its Subsidiaries;
(dh) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2Credit;
(ei) obligations to insurers required in connection with worker's compensation and other insurance coverage incurred in the ordinary course of business;
(j) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings the Guarantor, the Borrower or any of its their Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes purposes, and in the case of this clause (iii), in an aggregate amount so long (as to the Borrower and all Guarantee Obligations incurred under this paragraph (eits Subsidiaries), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof14.8(c)(ii), does not exceed of up to $5,000,000 2,000,000 outstanding at any time;
(fi) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations Guarantee Obligations of the Parent Borrower or any Domestic Subsidiary and its Subsidiaries under (ii) Guarantee Obligations of any Interest Rate Protection Agreements Foreign Subsidiary (other than those entered into Indebtedness for speculative purposesborrowed money or for reimbursement obligations in respect of drawn letters of credit), in the case of clauses (i) or under Permitted Hedging Arrangements;
and (h) Guarantee Obligations ii), incurred in connection with acquisitions Permitted Acquisitions permitted under subsection 8.914.8(e), provided that if any such Guarantee Obligation inures -------- to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 7060% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,00025,000,000, such greater percentage shall be reasonably satisfactory to the Required Majority Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(jl) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.614.5, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(ki) Guarantee Obligations incurred pursuant to represented by contracts entered into by the U.S. Guarantee and Collateral Agreement Borrower or any Canadian Security Document of its Subsidiaries for the purchase of equipment, inventory and supplies required by the Borrower or otherwise such Subsidiary in respect the ordinary course of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) business and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(mii) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture ventures or similar arrangement arrangements in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 7,500,000 in aggregate principal amount; provided that (i) such amount shall be increased by an -------- amount equal to $2,000,000 on each anniversary of the Closing Date, commencing on the second anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased and (ii) such amount and any increase in such amount permitted by clause (i) shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k14.8(j); and;
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries under any Hedging Arrangements;
(p) Guarantee Obligations by Subsidiaries of the Borrower in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q)the Senior Subordinated Notes as and when provided therein or in the Senior Subordinated Note Indenture, which are subordinated as provided in the Senior Subordinated Note Indenture; provided that and
(q) the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000TTC Guarantee.
Appears in 1 contract
Samples: Credit Agreement (Dynatech Corp)
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date date hereof and listed in on Schedule 8.4(a), 10.4(a) and any refinancings, refundingsrenewals, extensions or renewals modifications thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o);
(b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all incurred after the date hereof in the ordinary course of businessan aggregate amount not to exceed $25,000,000 at any one time outstanding;
(c) the Guarantee Obligations under the Guarantees in favor of the Collateral Agent for the benefit of the Lenders;
(d) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements by the Parent Borrower;
(d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2Credit;
(e) Guarantee Obligations assumed (provided such Guarantee Obligations were not created in contemplation of such acquisition) in connection with a business acquisition permitted by subsection 10.9(h), PROVIDED that, after giving effect to such acquisition and the incurrence of such Guarantee Obligation, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower shall be in compliance with subsections 10.1(a) and 10.1(b) on a pro forma basis assuming that (x) such acquisition had occurred on the first day of the period of four fiscal quarters ending on the last day of the most recently ended Test Period and (y) Consolidated EBITDA of the Borrower for the period of four fiscal quarters ending on the last day of such Test Period included Consolidated EBITDA of the business to be acquired;
(f) Guarantee Obligations of the Senior Subordinated Notes by the Subsidiaries which are also Guarantors under the Subsidiary Guarantee, provided that such Guarantee Obligations are subordinated to the Obligations hereunder and under the Subsidiary Guarantee to at least the same extent as the Senior Subordinated Notes are subordinated to the Obligations hereunder;
(g) Guarantee Obligations of the Borrower or any Loan Party in respect of third-party loans and advances to officers or employees obligations of Holdings or any of its Subsidiaries (i) for travel and entertainment expenses other Loan Parties incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does business and not exceed $5,000,000 outstanding at any time;
(f) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;prohibited hereunder; and
(h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness obligations of Foreign Subsidiaries incurred pursuant to the Receivables Subsidiary permitted under subsection 8.2(q10.9(i); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000.
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date date hereof and listed in on Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o)7.04;
(b) Guarantee Obligations incurred after the date hereof in an aggregate amount not to exceed (i) $2,000,000 at any one time outstanding for performance, bid, appeal, judgment, replevin the Borrower and similar bonds its Domestic Subsidiaries and suretyship arrangements, all (ii) $2,000,000 at any one time outstanding for the Borrower's Foreign Subsidiaries;
(c) guarantees made in the ordinary course of businessits business by the Borrower of Indebtedness permitted by Section 7.02(c);
(cd) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv) or similar agreements by the Parent Borrower;
(d) Reimbursement Obligations in respect undrawn portion of the Letters face amount of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2issued for the account of the Borrower or any Subsidiary in an aggregate amount not to exceed $2,000,000 at any one time outstanding for the Borrower and its Subsidiaries;
(e) the Subsidiary Guaranty Agreement;
(f) Guarantee Obligations consisting of obligations of any Loan Party to pay, reimburse, repurchase or otherwise hold harmless any Person against any decrease in the market value of the common stock of the Borrower, provided that for the most recent Rolling Period preceding the incurrence of any such Guaranty Obligations, the ratio of (A) the Consolidated Senior Indebtedness of the Borrower as of the last day of such period to (B) Consolidated EBITDA of the Borrower for such period (calculated on a pro-forma basis as if such Guaranty Obligations had been incurred as of the first day of such Rolling Period and for the purposes of calculating Consolidated Senior Indebtedness the amount of such Guaranty Obligations shall be equal to the amount the applicable Loan Party would be required to pay in respect of such Guaranty Obligations if the market value of the common stock of the Borrower was zero but in no event exceed any maximum liability that may be incurred in respect of such Guaranty Obligations pursuant to and in accordance with the terms of the instruments creating such Guaranty Obligations) is less than 1.0 to 1;
(g) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings or any of its Subsidiaries the Consideration Shares (i) for travel and entertainment expenses incurred as defined in the ordinary course of business, (iiO'Gara Acquisition Agreement) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long as all Guarantee Obligations incurred under this paragraph (e), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof), does not exceed $5,000,000 outstanding at any time;
(f) obligations pursuant to insurers required in connection with worker’s compensation Section 2.6 and other insurance coverage incurred in the ordinary course of business;
(g) obligations Schedule 2.6 of the Parent Borrower O'Gara Acquisition Agreement; and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
- (h) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(bSection 7.02(j), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that such amount shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000.
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o8.2(h);
(b) Guarantee Obligations in connection with up to an aggregate principal amount of $15,000,000 of Indebtedness outstanding at any time incurred by any Management Investors in connection with any Management Subscription Agreements or other purchases by them of Capital Stock of Investors (so long as Investors applies the net cash proceeds of such purchases to make capital contributions to, or purchase Capital Stock of, Holding or applies such proceeds to pay Investors Expenses) or Holding, and any refinancings, refundings, extensions or renewals thereof; provided that such amount shall be reduced by the aggregate then outstanding principal amount of loans and advances permitted by subsection 8.9(o);
(c) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all in the ordinary course of business;
(cd) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv8.11(iv) or similar agreements by the Parent Borrower;
(de) Reimbursement Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2Credit;
(ef) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings the Parent Borrower or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long (as to Holding and all Guarantee Obligations incurred under this paragraph (eof its Subsidiaries), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof8.9(e)(iv), does not exceed of up to $5,000,000 7,500,000 outstanding at any time;
(fg) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(gh) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(hi) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.98.10, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,00030,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);
(ij) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (j), (k) and (ql)) which obligations are otherwise permitted under this Agreement;
(jk) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(kl) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(lm) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b), Guarantees by one or more Guarantors (cso long as such Persons remain Guarantors) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations c), provided that (except in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(cany then outstanding 2004 Senior Notes) shall be permitted to (x) in the extent no additional guarantors case of such Indebtedness Guarantees set forth in the 2004 Senior Subordinated Note Documents, such Guarantees are added following the Closing Date;subordinated to
(mn) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(no) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of recourse events in connection with any Permitted Receivables Transaction; and
(p) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 in aggregate principal amount; provided that (i) such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased and (ii) such amount and any increase in such amount permitted by clause (i) shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k8.9(l); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000.
Appears in 1 contract
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(o8.2(i);
(b) Guarantee Obligations in connection with up to an aggregate principal amount of $25,000,000 of Indebtedness outstanding at any time incurred by any Management Investors in connection with any Management Subscription Agreements or other purchases by them of Capital Stock of Holding, and any refinancings, refundings, extensions or renewals thereof; provided that such amount shall be reduced by the aggregate then outstanding principal amount of loans and advances permitted by subsection 8.8(o);
(c) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all in the ordinary course of business;
(cd) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.10(iv8.10(iii) or similar agreements by the Parent Borrower;
(de) Reimbursement L/C-BA Obligations in respect of the Letters of Credit or reimbursement obligations in respect of any other letters of credit permitted under subsection 8.2Credit;
(ef) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holdings the Borrower or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount so long (as to Holding and all Guarantee Obligations incurred under this paragraph (eof its Subsidiaries), together with the aggregate amount of all Investments permitted under subsection 8.8(e) (other than clause (iv) thereof8.8(e)(iv), does not exceed of up to $5,000,000 10,000,000 outstanding at any time;
(fg) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(gh) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate Protection Agreements (other than those entered into for speculative purposes) or under Permitted Hedging Arrangements;
(hi) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.9, provided that if any (i) such Guarantee Obligations are incurred at a time when Holding is in Pro Forma Compliance and (ii) immediately after giving effect to such Guaranteed Obligation inures to the benefit no Default or Event of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation Default shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall have occurred and be reasonably satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders)continuing;
(ij) guarantees made by Guarantee Obligations of the Parent Borrower or any of its Subsidiaries in respect of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b)Subsidiaries, (c), (d), (j), (k) and (q)) which obligations are otherwise permitted under this Agreement;
(jk) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(kl) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a);
(lm) Guarantee Obligations of Subsidiaries of the Borrower set forth in respect of Indebtedness permitted pursuant to subsections 8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of any Loan Party hereunder and under the other Loan Existing Note Documents, then any corresponding Guarantee Obligations which, in the case of such Guarantees set forth in the 2003 Senior Subordinated Note Documents are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, as provided therein;
(yi) Guarantee Obligations represented by contracts entered into by the Borrower or any of its Subsidiaries for the purchase of woodchips in respect the ordinary course of Indebtedness permitted pursuant to subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers business and (z) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;
(mii) accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business;
(no) Guarantee Obligations of the Borrower and its Subsidiaries in respect of recourse events in connection with any Permitted Receivables Transaction; and
(p) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $20,000,000 100,000,000 in aggregate principal amount; provided that (i) such amount shall be increased by an amount equal to $10,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased and (ii) such amount and any increase in such amount permitted by clause (i) shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k8.8(l); and
(o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided that the aggregate amount of such Guarantee Obligations outstanding pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to subsection 8.13(f) do not at any time exceed $100,000,000.
Appears in 1 contract
