Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock, interests in any partnership or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a material portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person; or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person; or enter into, directly or indirectly, any commitment or option in respect of the foregoing except: (i) loans or advances by any Subsidiary of a Borrower to such Borrower, (ii) advances from ACC to any Wholly-Owned Subsidiary or Controlled Venture in an aggregate principal amount not to exceed $500,000, (iii) (A) intercompany loans by ACC to ACC Canada in an aggregate principal amount not to exceed $70,000,000, (B) intercompany loans by ACC to ACC U.K. in an aggregate principal amount not to exceed $50,000,000, (C) intercompany loans or investments in the form of capital contributions by ACC or by a Wholly-Owned Subsidiary thereof to ACC Germany in an aggregate principal amount not to exceed $10,000,000 and (D) intercompany loans by ACC to the Material Subsidiary created as a result of the Versatel Acquisition in an aggregate principal amount not to exceed $15,000,000; provided, that (x) such intercompany loans shall be evidenced by promissory notes in form and substance acceptable to the Lenders (each, an "Intercompany Note"), which notes shall be pledged to the Lenders and shall be subordinated to the Credit Facility pursuant to the Intercompany Subordination Agreement and (y) the Intercompany Note evidencing loans permitted pursuant to Section 10.4(a)(iii)(D) above shall be secured by substantially all of the assets of such Material Subsidiary pursuant to security documents reasonably satisfactory to the Administrative Agent and the rights and remedies of ACC thereunder shall be pledged to the Administrative Agent pursuant to the Security Agreement and (iii) other existing loans, advances and investments in existence on the Closing Date and described on Schedule 10.4; provided, that notwithstanding the above, no further loans or advances shall be made by any Borrower to Vista International Communications, Inc., until such time as it has been joined as a Borrower pursuant to Section 8.15. (b) investments by any Domestic Borrower or Domestic Subsidiary in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one (1) year from the date of acquisition thereof, (ii) commercial paper maturing no more than 120 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx'x Investors Service, Inc., (iii) certificates of deposit maturing no more than 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of "A" or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, or (iv) time deposits maturing no more than 30 days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the Federal Deposit Insurance Corporation ("FDIC") or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder, and investments by any Canadian Borrower or Canadian Subsidiary, by any U.K. Borrower or any U.K. Subsidiary or by any German Borrower or German Subsidiary in any corresponding government securities or cash equivalents reasonably satisfactory to the Required Lenders; (c) investments by ACC or any Subsidiary in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, including any investment constituting a Controlled Venture; provided that, (i) the Person to be acquired or invested in shall be a provider of long distance telephone service or other business reasonably related to the provision of long distance telephone or telecommunications service;
Appears in 1 contract
Samples: Credit Agreement (Acc Corp)
Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock, interests in any partnership or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a material portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person; , or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property inin (including by way of capital contribution), any Person; , or enter intoguarantee or assume the liability or other obligation of any Person, directly or indirectly, any commitment or option in respect of the foregoing except:
(a) (i) loans or advances by any Subsidiary of a Borrower to such Borrower, investments existing on the Closing Date in Subsidiaries; (ii) advances from ACC additional investments of the Borrower in any Guarantor and of any Guarantor in the Borrower or any other Guarantor (excluding, (A) except with respect to the repayment of Debt permitted under Section 12.1(e) by means of a deemed capital contribution, until such time as an Enventis Restrictions Release Event has occurred, Enventis, and (B) except as set forth in Section 12.3(a)(iii), the GE Financing Subsidiary, if any); (iii) following the occurrence of the events described in clause (b) of the definition of Enventis Restrictions Release Event, investments of the Borrower or any Wholly-Owned Guarantor in the GE Financing Subsidiary or Controlled Venture in an aggregate principal amount not to exceed (Y) $500,000, (iii) (A) intercompany loans by ACC to ACC Canada in an aggregate principal amount not to exceed $70,000,000, (B) intercompany loans by ACC to ACC U.K. in an aggregate principal amount not to exceed $50,000,000, (C) intercompany loans or 5,000,000 of investments in the form GE Financing Subsidiary in the aggregate during any twelve-month period, less the aggregate amount of capital contributions all Debt incurred by ACC or by a Wholly-Owned the GE Financing Subsidiary thereof to ACC Germany in an aggregate principal amount not to exceed $10,000,000 and (D) intercompany loans by ACC to the Material Subsidiary created as a result of the Versatel Acquisition in an aggregate principal amount not to exceed $15,000,000; provided, that (x) during such intercompany loans shall be evidenced by promissory notes in form and substance acceptable to the Lenders (each, an "Intercompany Note"), which notes shall be pledged to the Lenders and shall be subordinated to the Credit Facility pursuant to the Intercompany Subordination Agreement and (y) the Intercompany Note evidencing loans permitted period pursuant to Section 10.4(a)(iii)(D12.3(f)(i), and (Z) above shall be secured $15,000,000 of investments in the GE Financing Subsidiary in the aggregate during the term of this Agreement, less the aggregate amount of all Debt incurred by substantially all the GE Financing Subsidiary during the term of the assets of such Material Subsidiary this Agreement pursuant to security documents reasonably satisfactory to the Administrative Agent and the rights and remedies of ACC thereunder shall be pledged to the Administrative Agent pursuant to the Security Agreement Section 12.3(f)(ii); and (iiiiv) the other existing loans, advances and investments in existence on the Closing Date and not otherwise permitted by this Section 12.3 described on Schedule 10.4; provided, that notwithstanding the above, no further loans or advances shall be made by any Borrower to Vista International Communications, Inc., until such time as it has been joined as a Borrower pursuant to Section 8.15.12.3;
(b) investments by any Domestic Borrower or Domestic Subsidiary in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one (1) year 120 days from the date of acquisition thereof, (ii) with the written consent of the Required Lenders which is hereby given, until such time as such consent is revoked, commercial paper maturing no more than 120 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx'x Xxxxx’x Investors Service, Inc., (iii) certificates of deposit maturing no more than 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of "“A" ” or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 10,000,000 for any one such certificate of deposit and $10,000,000 20,000,000 for any one such bank, or (iv) time deposits maturing no more than 30 days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the Federal Deposit Insurance Corporation ("FDIC") FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder, and investments by any Canadian Borrower or Canadian Subsidiary, by any U.K. Borrower or any U.K. Subsidiary or by any German Borrower or German Subsidiary in any corresponding government securities or cash equivalents reasonably satisfactory to the Required Lenders;
(c) investments by ACC the Borrower or any Subsidiary (but excluding, until such time as an Enventis Restrictions Release Event has occurred, Enventis, and following the occurrence of the events described in clause (b) of the definition of Enventis Restrictions Release Event, the GE Financing Subsidiary) in the form of (i) acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other PersonPerson or (ii) investments in Subsidiaries, including in each case so long as such acquisition or investment has been previously approved in writing by the Required Lenders; provided, however, that the Borrower or any investment constituting Subsidiary (but excluding, until such time as an Enventis Restrictions Release Event has occurred, Enventis, and following the occurrence of the events described in clause (b) of the definition of Enventis Restrictions Release Event, the GE Financing Subsidiary) shall be permitted to make any one or more individual acquisitions or a Controlled Venture; provided that, series of related acquisitions (or for any such investment) without the approval of the Required Lenders so long as (i) the Person to no Default or Event of Default shall have occurred and be acquired continuing or invested in shall be created thereby, (ii) the Borrower shall have delivered to the Administrative Agent financial projections in form and substance reasonably satisfactory to the Administrative Agent, evidencing compliance, on a provider pro forma basis, with the covenants contained in Articles XI and XII and (iii) the total consideration for such acquisitions (or investments) does not exceed in the aggregate $50,000,000 during the term of long distance telephone service this Agreement; provided further that such acquired Subsidiary complies with Section 10.12 hereof;
(d) investments in the CoBank Equities;
(e) Hedging Agreements permitted pursuant to Section 12.1;
(f) investments in the form of loans and advances to employees in the ordinary course of business, including, without limitation, in connection with the purchase or retention of capital by such employees in the ordinary course of business, which, in the aggregate do not at any time exceed $500,000;
(g) investments comprised of notes payable, stock or other business reasonably related securities issued by account debtors to the provision Borrower or any Guarantor pursuant to negotiated agreements with respect to the settlement of long distance telephone such account debtor’s accounts in the ordinary course of business; provided that the aggregate amount of such accounts so settled by the Borrower and such Guarantor does not exceed $5,000,000 in the aggregate on any date of determination;
(h) investments not otherwise permitted pursuant to this Section 12.3 in an amount not to exceed $2,000,000;
(i) investments consisting of promissory notes acquired by the Borrower in connection with the sale of assets permitted under Section 12.5(e); provided that (i) at least seventy-five percent (75%) of the total consideration received by the Borrower for each such sale of assets shall be paid in cash to the Borrower and an amount not to exceed twenty-five percent (25%) of the total consideration received by the Borrower for each such sale of assets may be paid by promissory note payable to the Borrower, and (ii) each such promissory note in the original principal amount of $10,000 or telecommunications service;more shall be pledged to the Administrative Agent in accordance with the terms of the Collateral Agreement within ten (10) Business Days after such sale; and
(j) the creation of the GE Financing Subsidiary in connection with the events described in clause (b) of the definition of Enventis Restrictions Release Event.
Appears in 1 contract
Samples: Credit Agreement (Hickory Tech Corp)
Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stockCapital Stock, interests in any partnership or joint venture (including including, without limitation limitation, the creation or capitalization of any Subsidiary), evidence of Debt Indebtedness or other obligation or security, substantially all or a material portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person; , or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person; or enter into, directly or indirectly, any commitment or option in respect of the foregoing Person except:
(i) loans or advances by any Subsidiary of a Borrower to such Borrowerinvestments in Subsidiaries outstanding on the Effective Date, (ii) advances from ACC to any Wholly-Owned investments in Subsidiaries formed or acquired after the Effective Date so long as Holdings and its Subsidiaries comply with the applicable provisions of Section 9.11 and such newly formed or acquired Subsidiary or Controlled Venture in an aggregate principal amount not to exceed $500,000becomes a Subsidiary Guarantor, (iii) (A) intercompany loans by ACC to ACC Canada in an aggregate principal amount not to exceed $70,000,000, (B) intercompany loans by ACC to ACC U.K. in an aggregate principal amount not to exceed $50,000,000, (C) intercompany loans or investments in the form of capital contributions by ACC or by a Wholly-Owned Subsidiary thereof to ACC Germany in an aggregate principal amount not to exceed $10,000,000 and (D) intercompany loans by ACC to the Material Subsidiary created as a result of the Versatel Acquisition in an aggregate principal amount not to exceed $15,000,000; provided, that (x) such intercompany loans shall be evidenced by promissory notes in form and substance acceptable to the Lenders (each, an "Intercompany Note"), which notes shall be pledged to the Lenders and shall be subordinated to the Credit Facility pursuant to the Intercompany Subordination Agreement and (y) the Intercompany Note evidencing loans permitted pursuant to Section 10.4(a)(iii)(D) above shall be secured by substantially all of the assets of such Material Subsidiary pursuant to security documents reasonably satisfactory to the Administrative Agent and the rights and remedies of ACC thereunder shall be pledged to the Administrative Agent pursuant to the Security Agreement and (iii) other existing loans, advances and investments in existence on the Closing Date and described on Schedule 10.4; provided, that notwithstanding 11.3 existing on the above, no further loans Effective Date and (iv) investments in Borrower or advances shall be made by any Borrower to Vista International Communications, Inc., until such time as it has been joined as a Borrower pursuant to Section 8.15.the Subsidiary Guarantors;
(b) investments by any Domestic Borrower or Domestic Subsidiary in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one (1) year from the date of acquisition thereof, (ii) commercial paper maturing no more than 120 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx'x Investors Service, Inc., (iii) certificates of deposit maturing no more than 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of "A" or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, or (iv) time deposits maturing no more than 30 days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the Federal Deposit Insurance Corporation ("FDIC") or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder, and investments by any Canadian Borrower or Canadian Subsidiary, by any U.K. Borrower or any U.K. Subsidiary or by any German Borrower or German Subsidiary in any corresponding government securities or cash equivalents reasonably satisfactory to the Required LendersCash Equivalents;
(c) investments by ACC Holdings or any Subsidiary of its Subsidiaries in the form of acquisitions Permitted Acquisitions;
(d) investments in securities of all trade creditors or substantially all customers received pursuant to any plan of reorganization or similar arrangement upon the business bankruptcy or a line insolvency of business such trade creditors or customers in exchange for claims against such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors and customers;
(whether by e) Hedging Agreements permitted pursuant to Section 11.1;
(f) purchases of assets in the acquisition ordinary course of capital stockbusiness;
(g) investments in the form of loans and advances to employees in the ordinary course of business, assets or which, in the aggregate, do not exceed at any combination thereoftime $500,000;
(h) of any other Person, including any investment constituting a Controlled Venture; provided that, intercompany Indebtedness permitted pursuant to Section 11.1;
(i) in the Person to be acquired or invested case of investments by Foreign Subsidiaries, substantially similar foreign equivalents of those investments described in shall be a provider Section 11.3(b);
(j) investments in the form of long distance telephone service notes or other deferred payment obligations received as part of the consideration for Asset Dispositions pursuant to Section 11.5(h);
(k) investments represented by guarantees that are otherwise permitted under this Agreement;
(l) advances to suppliers or customers in the ordinary course of business;
(m) investments in joint ventures engaged in a business reasonably conducted by Borrower and its Subsidiaries as of the Closing Date, and other businesses that are ancillary or related thereto, having an aggregate value (measured on the date such investment was made and without giving effect to subsequent changes in value), when taken together with all other investments made pursuant to this clause (m) since the provision Effective Date not to exceed $10,000,000;
(n) investments resulting from reimbursements to or indemnification of long distance telephone the issuer of any tender, surety and appeal bonds, performance bonds and other obligations or telecommunications serviceguarantees of a like nature for the benefit of Subsidiaries that are not Credit Parties in respect of such Subsidiaries’ performance of bids, trade contracts, insurance contracts, leases (other than Capital Lease obligations) in each case in the ordinary course of business;
(o) investments by a Subsidiary that is not a Credit Party in another Subsidiary that is not a Credit Party; and
(p) other investments in any Person having an aggregate fair market value (measured on the date each such investment was made and without giving effect to subsequent changes in value), when taken together with all other outstanding investments made pursuant to this clause (p) since the Effective Date, not to exceed $10,000,000.
Appears in 1 contract
Samples: Credit Agreement (PAS, Inc.)
Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stockCapital Stock, interests in any partnership or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt Indebtedness or other obligation or security, substantially all or a material portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person; , or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person; or enter into, directly or indirectly, any commitment or option in respect of the foregoing Person except:
(a) investments (i) loans or advances by any Subsidiary of a Borrower to such Borrowerin Subsidiaries existing on the Closing Date, (ii) advances from ACC to any Wholly-Owned Subsidiary in Domestic Subsidiaries that are also Subsidiaries formed or Controlled Venture in an aggregate principal amount not to exceed $500,000, (iii) (A) intercompany loans by ACC to ACC Canada in an aggregate principal amount not to exceed $70,000,000, (B) intercompany loans by ACC to ACC U.K. in an aggregate principal amount not to exceed $50,000,000, (C) intercompany loans or investments in acquired after the form Closing Date; provided that Holdings and its Subsidiaries comply with the applicable provisions of capital contributions by ACC or by a Wholly-Owned Subsidiary thereof to ACC Germany in an aggregate principal amount not to exceed $10,000,000 and (D) intercompany loans by ACC to the Material Subsidiary created as a result of the Versatel Acquisition in an aggregate principal amount not to exceed $15,000,000; provided, that (x) such intercompany loans shall be evidenced by promissory notes in form and substance acceptable to the Lenders (each, an "Intercompany Note"), which notes shall be pledged to the Lenders and shall be subordinated to the Credit Facility pursuant to the Intercompany Subordination Agreement and (y) the Intercompany Note evidencing loans permitted pursuant to Section 10.4(a)(iii)(D) above shall be secured by substantially all of the assets of such Material Subsidiary pursuant to security documents reasonably satisfactory to the Administrative Agent and the rights and remedies of ACC thereunder shall be pledged to the Administrative Agent pursuant to the Security Agreement 8.11 and (iii) the other existing loans, advances and investments in existence described on Schedule 9.3 existing on the Closing Date and described on Schedule 10.4; provided, that notwithstanding the above, no further loans or advances shall be made by any Borrower to Vista International Communications, Inc., until such time as it has been joined as a Borrower pursuant to Section 8.15.Date;
(b) investments by any Domestic Borrower or Domestic Subsidiary in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one (1) year from the date of acquisition thereof, (ii) commercial paper maturing no more than 120 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx'x Investors Service, Inc., (iii) certificates of deposit maturing no more than 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of "A" or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, or (iv) time deposits maturing no more than 30 days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the Federal Deposit Insurance Corporation ("FDIC") or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder, and investments by any Canadian Borrower or Canadian Subsidiary, by any U.K. Borrower or any U.K. Subsidiary or by any German Borrower or German Subsidiary in any corresponding government securities or cash equivalents reasonably satisfactory to the Required LendersCash Equivalents;
(c) investments by ACC Holdings or any Subsidiary of its Subsidiaries in the form of acquisitions of all or substantially all of (i) Permitted Acquisitions, and (ii) the business or a line of business ATX Acquisition (whether by but only if, after giving effect to the acquisition of capital stockATX Acquisition, assets or any combination thereof) of any other Person, including any investment constituting a Controlled Venturethe Borrowers shall be able to borrow at least $10,000,000 in Loans); provided that, all such investments shall result in the acquisition of one or more Wholly–Owned Domestic Subsidiaries;
(d) Hedging Agreements permitted pursuant to clause (e) of Section 9.1;
(e) purchases of assets in the ordinary course of business;
(f) loans and advances, including advances for travel and moving expenses, to employees, officers and directors Holdings and its Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of $1,000,000 at any one time outstanding;
(g) intercompany Indebtedness permitted pursuant to clause (i) of Section 9.1; and
(h) other Investments so long as (i) the Person aggregate amount of such Investments at any one time outstanding does not exceed $5,000,000, and (ii) at the time such Investment is made, the Borrowers have the ability to be acquired or invested in shall be a provider borrow at least $8,000,000 of long distance telephone service or other business reasonably related to the provision of long distance telephone or telecommunications service;Loans.
Appears in 1 contract
Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock, interests in any partnership or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a material portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person; , or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person; or enter into, directly or indirectly, any commitment or option in respect of the foregoing Person except:
(ia) loans or advances investments not otherwise permitted by any Subsidiary of a Borrower to such Borrower, (ii) advances from ACC to any Wholly-Owned Subsidiary or Controlled Venture this Section 10.4 in an aggregate principal amount not to exceed $500,000, (iii) (A) intercompany loans by ACC to ACC Canada in an aggregate principal amount not to exceed $70,000,000, (B) intercompany loans by ACC to ACC U.K. in an aggregate principal amount not to exceed $50,000,000, (C) intercompany loans or investments in Subsidiaries existing on the form of capital contributions by ACC or by a Wholly-Owned Subsidiary thereof to ACC Germany in an aggregate principal amount not to exceed $10,000,000 and (D) intercompany loans by ACC to the Material Subsidiary created as a result of the Versatel Acquisition in an aggregate principal amount not to exceed $15,000,000; provided, that (x) such intercompany loans shall be evidenced by promissory notes in form and substance acceptable to the Lenders (each, an "Intercompany Note"), which notes shall be pledged to the Lenders and shall be subordinated to the Credit Facility pursuant to the Intercompany Subordination Agreement and (y) the Intercompany Note evidencing loans permitted pursuant to Section 10.4(a)(iii)(D) above shall be secured by substantially all of the assets of such Material Subsidiary pursuant to security documents reasonably satisfactory to the Administrative Agent Closing Date and the rights and remedies of ACC thereunder shall be pledged to the Administrative Agent pursuant to the Security Agreement and (iii) other existing loans, advances and investments in existence on the Closing Date and not otherwise permitted by this Section 10.4 described on Schedule 10.4; provided, that notwithstanding the above, no further loans or advances shall be made by any Borrower to Vista International Communications, Inc., until such time as it has been joined as a Borrower pursuant to Section 8.15.10.4(a) hereto;
(b) investments by any Domestic Borrower made in accordance with the Investment Policy and Guidelines attached hereto as Schedule 10.4(b) as in effect on the Closing Date, which Investment Policy and Guidelines may be updated or Domestic Subsidiary in (i) marketable direct obligations issued or unconditionally guaranteed amended by the United States Borrowers without the consent of America or any agency thereof maturing within one (1) year from the date of acquisition thereof, (ii) commercial paper maturing no more than 120 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx'x Investors Service, Inc., (iii) certificates of deposit maturing no more than 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of "A" or better by a nationally recognized rating agencyXxxxx Fargo; provided, that the aggregate amount invested in such certificates of deposit updates or amendments shall not at any time exceed $5,000,000 for any one such certificate become a part of deposit and $10,000,000 for any one such bank, or this Credit Agreement without ten (iv10) time deposits maturing no more than 30 days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the Federal Deposit Insurance Corporation ("FDIC") or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder, and investments by any Canadian Borrower or Canadian Subsidiary, by any U.K. Borrower or any U.K. Subsidiary or by any German Borrower or German Subsidiary in any corresponding government securities or cash equivalents reasonably satisfactory prior written notice to the Required LendersXxxxx Fargo;
(c) investments Investments by ACC any Borrower or any Subsidiary (other than a Restricted Subsidiary) in the form of acquisitions of all or substantially all of the business or a line of business (whether by merger (so long as a Borrower and Subsidiary is the surviving entity), the acquisition of capital stock, assets or any combination thereof) of any other Person, including any investment constituting a Controlled Venture; provided that the aggregate purchase price paid or payable in connection with all such acquisitions does not exceed $500,000,000 from the Closing Date to the Termination Date;
(d) the making by any Borrower or any Guarantor of loans or advances to or investments in any Subsidiary, provided that such Subsidiary is joined as a Guarantor pursuant to Section 8.12 hereof, and provided, further, that, : (i) the Person aggregate principal amount of intercompany loans to Non-U.S. Borrowers may not exceed the Non-U.S. Sublimit less: (A) the amount of L/C Obligations for Letters of Credit issued for the account of Non-U.S. Borrowers and (B) the aggregate principal amount of outstanding Loans borrowed by or on behalf of any Non-U.S. Borrower and (ii) intercompany loans and advances to Non-U.S. Borrowers from U.S. Borrowers together with investments by U.S. Borrowers in Non-U.S. Borrowers shall not exceed, in the aggregate, without duplication, $50,000,000 at any time outstanding.
(e) the creation of accounts receivable in the ordinary course of business; and
(f) the making of loans and advances to employees in the ordinary course of business, which loans and advances: (i) shall not exceed $1,000,000 in the aggregate outstanding at any one time, (ii) shall not remain outstanding in excess of 366 days, and (iii) shall otherwise be acquired or invested in shall be a provider of long distance telephone service or other business reasonably related to the provision of long distance telephone or telecommunications service;compliance with Section 10.8 hereof.
Appears in 1 contract
