Loans, Advances and Investments. No Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than: (a) expense accounts for and other loans or advances to its directors, officers, and employees in the ordinary course of business in accordance with applicable Law; (b) marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition; (c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition); (d) commercial paper and similar obligations rated “P-1” by Xxxxx’x or “A-1” by S&P; (e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2” or better by Xxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance; (f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above; (g) demand deposit accounts maintained in the ordinary course of business; (h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms; (i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent; (j) loans, advances, and investments of the Restricted Companies existing on the Closing Date (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8; (k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein; (l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses); (m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures); (n) the following investments: (i) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC; (ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and (iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate; (o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date; (p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S.; (q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000; (r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000; (s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and (t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Loans, Advances and Investments. No Except as permitted by SECTION 9.9 ------------------------------- or SECTION 9.11, no Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, or purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:
(a) expense accounts for and other loans or advances to its directors, officers, officers and employees in the ordinary course of business in accordance with applicable Lawbusiness;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. United States Government or issued by any of its agencies and backed by the full faith and credit of the U.S.United States of America, in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. United States of America or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “"P-1” " by Xxxxx’x Xxxxx'x Investors Service, Inc., or “"A-1” " by S&PStandard & Poors Ratings Group (a division of McGraw Hill, Inc.);
(e) readily marketable Taxtax-free municipal bonds of a domestic issuer rated “"A-2” " or better by Xxxxx’x Xxxxx'x Investors Service, Inc., or “"A” " or better by S&PStandard & Poors Ratings Group (a division of McGraw Hill, Inc.), and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) demand deposit accounts maintained in the ordinary course of business;
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx in addition to items covered elsewhere in this definition, but subject to SECTIONS 8.12 and 9.14, investments in any Person (including purchases of stock or other securities or evidence of Debt of, assets of, or loans, advances, extensions of credit or capital contributions to such Person, but excluding capital appreciation and accrued interest), provided that all such investments (when added to those made by Unrestricted Subsidiaries) made in (i) Unrestricted Subsidiaries, (ii) Persons that are not Affiliates of Borrower after such investment (excluding investments in Keystone/Intrawest LLC existing on the date hereof of this Agreement and the existing obligation of Xxxxxxx Resorts to contribute to Keystone/Intrawest LLC additional land which have previously been approved by Administrative Agent had a book value as of June 30, 1996, of $8,900,000), and other Financial Xxxxxx entered into after (iii) Apollo shall not in the date hereof under terms reasonably acceptable to Administrative Agent;aggregate exceed 15% of the Companies' consolidated net worth at the time of determination; and
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) a capital contributionHousing Revenue Bonds, Series X-0, X-0, X-0, and B-2, issued by Eagle Bend Affordable Housing Corporation, held in an the face amount not to exceed of $650,000, in Boulder/Beaver LLC800,000;
(ii) workers Housing Revenue Bonds, Series 1993C, issued by Lake Creek Affordable Housing Corporation, held in the face amount of $1,166,250;
(iii) the possible purchase of bonds with respect to Borrower's contingent obligations under the $10,115,000 Standby Bond Purchase Agreement between Borrower and Colorado National Bank, as Trustee, dated July 9, 1996;
(iv) a secured loan of $300,000 made to Xxxxxx X. Xxxx in 1991, a secured loan of $438,750 to be made to Xxxxxxx X. Xxxx, and a secured loan of $350,000 to be made to Mr. and Xxx. Xxxxx X. Thompson; and
(v) Workers compensation reserve account, established pursuant to a self-insurance permit from the State of Colorado Department of Labor or comparable agency in any state in which the Companies’ businesses are locatedLabor, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S.;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;.
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:105
(a) expense accounts for and other loans or advances to its directors, officers, and employees in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. an Approved Jurisdiction or issued by any an agency of its agencies an Approved Jurisdiction and backed by the full faith and credit of the U.S.such Approved Jurisdiction, in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or similar agency of an Approved Jurisdiction or are issued by commercial banks organized under the Laws of the U.S. an Approved Jurisdiction or any state or province of its states an Approved Jurisdiction having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x Moody’s or “A-1A‑1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2A‑2” or better by Xxxxx’x Moody’s or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) demand deposit accounts maintained in the ordinary course of business;
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date as of April 30, 2018 (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. an Approved Jurisdiction or issued by any agency of its agencies an Approved Jurisdiction and backed by the full faith and credit of the U.S.such Approved Jurisdiction;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x Moody’s or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. an Approved Jurisdiction or any state or province of its states an Approved Jurisdiction having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and;
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.001.00;
(u) (i) loans, advances, investments in the Whistler Acquisition Subsidiaries required to consummate the Whistler Acquisition and (ii) loans, advances, investments in the Peak Resorts Acquisition Subsidiaries to consummate the Peak Resorts Acquisition;
(v) loans, advances, and investments in Unrestricted Subsidiaries as contemplated by the Whistler Acquisition Agreement, in an equivalent amount to any Distributions made by the Borrower and permitted pursuant to Section 10.9, in order to enable an equivalent Distribution to be made to the holders of the Equity Interests of Exchangeco or any successor entity thereto; and
(w) Equity Xxxxxx in connection with the issuance of convertible debt securities.
Appears in 1 contract
Samples: Eighth Amended and Restated Credit Agreement (Vail Resorts Inc)
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:
(a) expense accounts for and other loans or advances to its directors, officers, and employees in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x or “A-1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2” or better by Xxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) demand deposit accounts maintained in the ordinary course of business;
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S.;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;1.00 (or if the leverage ratio under the 2019 VRI Subordinated Notes or any credit agreement, indenture, or similar agreement entered into in connection with the VRI Subordinated Notes Refinancing is 3.50 to 1.00, then 3.50 to 1.00).
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist The Borrower will not, and will not permit any loan, advance, extension of credit or capital contribution Subsidiary to, make or have outstanding any investment inloan or advance to, purchase or commit to purchase own or acquire any stock or securities of or equity interest or other securities or evidences of Debt of, or interests Investment in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:except (without duplication):
(a) expense accounts stock of (i) the Subsidiaries named in Section 7.1 and any other Subsidiary to be acquired in accordance with the terms of any of the Pending Acquisitions; (ii) other entities that are acquired by the Borrower or any Subsidiary but that are promptly merged with and into the Borrower, including without limitation, the stock of each entity merging with the Borrower under any of the Pending Acquisitions; and (iii) the same Qualifying Entities as the Qualifying Entities under subparagraph (ii) of the definition of "Qualifying Assets," provided that at any one time the aggregate purchase price paid for such stock in such Qualifying Entities, including the aggregate amount of Debt assumed or deemed incurred by Borrower in connection with the purchase of such stock, is not more than ten percent (10%) of the Consolidated Net Worth of the Borrower and other its Subsidiaries as of the applicable determination date;
(b) loans or advances to a Subsidiary;
(c) Securities maturing no more than 180 days after Borrower's purchase that are either:
(i) readily marketable securities issued by the United States or its directorsagencies or instrumentalities; or
(ii) commercial paper rated "Prime 2" by Xxxxx'x Investors Service, officersInc. ("Moody's") or A-2 by Standard and Poor's Ratings Group ("S&P"); or
(iii) certificates of deposit or repurchase contracts on customary terms with financial institutions in which deposits are insured by any agency or instrumentality of the United States; or
(iv) readily marketable securities received in settlement of liabilities created in the ordinary course of business; or
(v) obligations of states, agencies, counties, cities and employees other political subdivisions of any state rated at lest MIG2, VMIG2 or Aa by Moody's or AA by S&P; or
(vi) loan participations in credits in which the borrower's debt is rated at least Aa or Prime 2 by Moody's or AA or A-2 by S&P; or
(vii) money market mutual funds that are regulated by the Securities and Exchange Commission, have a dollar-weighted average stated maturity of 90 days or fewer on their investments and include in their investment objectives the maintenance of a stable net asset value of $1 for each share.
(d) other equity interests owned by a Subsidiary on the date of this Agreement and such additional equity interests to the extent (but only to the extent) that such Subsidiary is legally obligated to acquire those interests on the date of this Agreement, in each case as disclosed to the Banks in writing;
(e) loans or advances by the Borrower to customers in connection with and pursuant to marketing and merchandising products that the Borrower reasonably expects to increase sales of the Borrower or Subsidiaries, PROVIDED that: (i) such loans must be either less than $2,000,000.00 to any one customer (or group of affiliated customers, shown on the Borrower's records to be Affiliates) or must be disclosed on SCHEDULE 9.2 hereof; and (ii) all such loans must not exceed $24,000,000.00 in the aggregate outstanding at any time;
(f) travel and expense advances in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies to officers and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x or “A-1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2” or better by Xxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) aboveemployees;
(g) demand deposit accounts maintained stock or securities of or equity interests in, any Person provided that, after giving effect to the acquisition and ownership thereof, the Borrower is in compliance with the ordinary course provisions of business;Section 10.1(c) of this Agreement; and
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons advances or other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options Investments by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued Borrower or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S.;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized Subsidiary not otherwise permitted under the laws other provisions of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interestthis Section 10.4, so long as the aggregate amount sum of the outstanding balance of all of such loans made pursuant to this clause (r) (determined with respect to each and advances and the purchase price paid for all of such loan based on the value thereof on the date of determination) other Investments does not exceed $15,000,000;
in the aggregate seven percent (s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation7%) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and
(t) loans, advances, the Consolidated Net Worth of the Borrower and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted its Subsidiaries in a Similar Business and as of the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;applicable determination date.
Appears in 1 contract
Loans, Advances and Investments. No Except as permitted by Section 9.9 or Section 9.11, no Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, or purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:
(a) expense accounts for and other loans or advances to its directors, officers, officers and employees in the ordinary course of business in accordance with applicable Lawbusiness;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “"P-1” " by Xxxxx’x Xxxxx'x or “"A-1” " by S&P;
(e) readily marketable Taxtax-free municipal bonds of a domestic issuer rated “"A-2” " or better by Xxxxx’x Xxxxx'x or “"A” " or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) demand deposit accounts maintained in the ordinary course of business;
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) in addition to items covered elsewhere in this definition, but subject to Sections 8.11 and 9.14, investments in any Person (including purchases of stock or other securities or evidence of Debt of, assets of, or loans, advances, extensions of credit or capital contributions to such Person, but excluding capital appreciation and accrued interest), provided that all such investments of the Restricted Companies existing on the Closing Date (when added to those made by Unrestricted Subsidiaries) made in (i) in the Existing Housing DistrictsUnrestricted Subsidiaries, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments that are identified on part not Affiliates of Borrower after such investment (b) of Schedule 10.8;
(k) additional loans, advances, and excluding investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof Keystone/Intrawest LLC existing on the date of determinationthis Agreement and the existing obligation of Vail Summit Resorts to contribute to Keystone/Intrawest LLC additional land which had a book value as of June 30, determined with respect to each such investment based on the value thereof on the date made1996, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses$8,900,000);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (iiiii) Apollo, shall not in the aggregate amount exceed 15% of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on Companies' consolidated net worth at the date time of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);; and
(nk) the following investments:
(i) a secured loan of $300,000 made to Xxxxxx X. Xxxx in 1991, a secured loan of $438,750 made to Xxxxxxx X. Xxxx in 1996, and a secured loan of $350,000 made to Mr. and Xxx. Xxxxx X. Thompson in 1996;
(ii) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;; and
(iiiii) workers Workers compensation reserve account, established pursuant to a self-insurance selfinsurance permit from the State of Colorado Department of Labor or comparable agency in any state in which the Companies’ businesses are locatedLabor, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S.;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;.
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist The Borrower will ------------------------------- not, and will not permit any loan, advance, extension of credit or capital contribution Subsidiary to, make or have out- standing any investment inloan or advance to, purchase or commit to purchase own or acquire any stock or securities of or equity interest or other securities or evidences of Debt of, or interests Investment in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:except (without duplication):
(a) expense accounts stock of (i) the Subsidiaries named in Section 7.1; (ii) other entities that are acquired by the Borrower or any Subsidiary but that are promptly merged with and into the Bor- rower; and (iii) the same Qualifying Entities as the Qualifying Entities under subparagraph (ii) of the definition of "Qualifying Assets" which stock was acquired by the Borrower for and other an aggregate purchase price of no more than Thirty Million Dollars ($30,000,000.00);
(b) loans or advances to a Subsidiary;
(c) Securities maturing no more than 180 days after Borrower's purchase that are either:
(i) readily marketable securities issued by the United States or its directorsagencies or instrumentalities; or
(ii) commercial paper rated "Prime 2" by Xxxxx'x Investors Service, officersInc. ("Moody's") or A-2 by Standard and Poor's Corporation ("S&P"); or
(iii) certificates of deposit or repurchase contracts on customary terms with financial institutions in which deposits are insured by any agency or instrumentality of the United States; or
(iv) readily marketable securities received in settlement of liabilities created in the ordinary course of business; or
(v) obligations of states, agencies, counties, cities and employees other political subdivisions of any state rated at lest MIG2, VMIG2 or Aa by Moody's or AA by S&P; or
(vi) loan participations in credits in which the borrower's debt is rated at least Aa or Prime 2 by Moody's or AA or A-2 by S&P; or
(vii) money market mutual funds that are regu- lated by the Securities and Exchange Commission, have a dollar- weighted average stated maturity of 90 days or fewer on their investments and include in their investment objectives the maintenance of a stable net asset value of $1 for each share.
(d) other equity interests owned by a Subsidiary on the date of this Agreement and such additional equity interests to the extent (but only to the extent) that such Subsidiary is legally obligated to acquire those interests on the date of this Agreement, in each case as disclosed to the Banks in writing;
(e) loans or advances by the Borrower to customers in connection with and pursuant to marketing and merchandising products that the Borrower reasonably expects to increase sales of the Borrower or Subsidiaries, provided that: (i) such loans -------- must be either less than $1,500,000.00 to any one customer (or group of affiliated customers, shown on the Borrower's records to be Affiliates) or must be disclosed on Schedule 9.2 hereof; and ------------ (ii) all such loans must not exceed $12,000,000.00 in the aggregate outstanding at any time;
(f) travel and expense advances in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies to officers and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x or “A-1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2” or better by Xxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) aboveemployees;
(g) demand deposit accounts maintained stock or securities of or equity interests in, any Person provided that, after giving effect to the acquisition and ownership thereof, the Borrower is in compliance with the ordinary course provisions of businessSection 10.1(c) of this Agreement;
(h) current trade loans by the Borrower or any Subsidiary other than Lavaca Realty Company to other Persons representing the deferred portion of the sales price of Property not exceeding $371,035.56 in aggregate principal amount outstanding, provided -------- that such Person remains substantially in compliance with the note evidencing the same and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;payment schedule therefor; and
(i) Financial Xxxxxx existing on loans by Lavaca Realty Company to other Persons representing the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments deferred portion of the Restricted Companies existing on the Closing Date sales price of its Property not exceeding eighty percent (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a80%) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt sales price of such Unrestricted Subsidiaries)Property, so long as (i) no Default or Potential Default exists or arises, and (ii) provided that the aggregate amount purchaser's default in payment of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does shall not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which have a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in material adverse effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit consolidated financial condition of the U.S.;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. or any of Borrower and its states having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;Sub- sidiaries.
Appears in 1 contract
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:
(a) expense accounts for and other loans or advances to its directors, officers, and employees in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x or “A-1A‑1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2A‑2” or better by Xxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) demand deposit accounts maintained in the ordinary course of business;
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) 1. a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S.;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;
Appears in 1 contract
Loans, Advances and Investments. No Except as permitted by SECTION 9.9 ------------------------------- or SECTION 9.11, no Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, or purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:
(a) expense accounts for and other loans or advances to its directors, officers, officers and employees in the ordinary course of business in accordance with applicable Lawbusiness;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. United States Government or issued by any of its agencies and backed by the full faith and credit of the U.S.United States of America, in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. United States of America or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “"P-1” " by Xxxxx’x Xxxxx'x Investors Service, Inc., or “"A-1” " by S&PStandard & Poor's Ratings Group (a division of McGraw Hill, Inc.);
(e) readily marketable Taxtax-free municipal bonds of a domestic issuer rated “"A-2” " or better by Xxxxx’x Xxxxx'x Investors Service, Inc., or “"A” " or better by S&PStandard & Poors Ratings Group (a division of McGraw Hill, Inc.), and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) demand deposit accounts maintained in the ordinary course of business;
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx in addition to items covered elsewhere in this definition, but subject to SECTIONS 8.12 and 9.14, investments in any Person (including purchases of stock or other securities or evidence of Debt of, assets of, or loans, advances, extensions of credit or capital contributions to such Person, but excluding capital appreciation and accrued interest), provided that all such investments (when added to those made by Unrestricted Subsidiaries) made in (i) Unrestricted Subsidiaries, (ii) Persons that are not Affiliates of Borrower after such investment (excluding investments in Keystone/Intrawest LLC existing on the date hereof of this Agreement and the existing obligation of Xxxxxxx Resorts to contribute to Keystone/Intrawest LLC additional land which have previously been approved by Administrative Agent had a book value as of June 30, 1996, of $8,900,000), and other Financial Xxxxxx entered into after (iii) Apollo shall not in the date hereof under terms reasonably acceptable to Administrative Agent;aggregate exceed 15% of the Companies' consolidated net worth at the time of determination; and
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) a capital contributionHousing Revenue Bonds, Series X-0, X-0, X-0, and B-2, issued by Eagle Bend Affordable Housing Corporation, held in an the face amount not to exceed of $650,000, in Boulder/Beaver LLC800,000;
(ii) workers Housing Revenue Bonds, Series 1993C, issued by Lake Creek Affordable Housing Corporation, held in the face amount of $1,166,250;
(iii) the possible purchase of bonds with respect to Borrower's contingent obligations under the $10,115,000 Standby Bond Purchase Agreement between Borrower and Colorado National Bank, as Trustee, dated July 9, 1996;
(iv) a secured loan of $300,000 made to Xxxxxx X. Xxxx in 1991, a secured loan of $438,750 to be made to Xxxxxxx X. Xxxx, and a secured loan of $350,000 to be made to Mr. and Xxx. Xxxxx X. Thompson; and
(v) Workers compensation reserve account, established pursuant to a self-insurance permit from the State of Colorado Department of Labor or comparable agency in any state in which the Companies’ businesses are locatedLabor, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S.;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;.
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist The Borrower will not, and will not permit any loan, advance, extension of credit or capital contribution Subsidiary to, make or have outstanding any investment inloan or advance to, purchase or commit to purchase own or acquire any stock or securities of or equity interest or other securities or evidences of Debt of, or interests Investment in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:except (without duplication):
(a) expense accounts stock of (i) the Subsidiaries named in Section 6.1 and any other Subsidiary to be acquired in accordance with the terms of any of the Pending Acquisitions; (ii) other entities that are acquired by the Borrower or any Subsidiary but that are promptly merged with and into the Borrower, including without limitation, the stock of each entity merging with the Borrower under any of the Pending Acquisitions; and (iii) the same Qualifying Entities as the Qualifying Entities under subparagraph (ii) of the definition of "Qualifying Assets," provided that at any one time the aggregate purchase price paid for such stock in such Qualifying Entities, including the aggregate amount of Debt assumed or deemed incurred by Borrower in connection with the purchase of such stock, is not more than ten percent (10%) of the Consolidated Net Worth of the Borrower and other its Subsidiaries as of the applicable determination date;
(b) loans or advances to a Subsidiary;
(c) Securities maturing no more than 180 days after Borrower's purchase that are either:
(i) readily marketable securities issued by the United States or its directorsagencies or instrumentalities; or
(ii) commercial paper rated "Prime 2" by Xxxxx'x Investors Service, officersInc. ("Moody's") or A-2 by Standard and Poor's Ratings Group ("S&P"); or
(iii) certificates of deposit or repurchase contracts on customary terms with financial institutions in which deposits are insured by any agency or instrumentality of the United States; or
(iv) readily marketable securities received in settlement of liabilities created in the ordinary course of business; or
(v) obligations of states, agencies, counties, cities and employees other political subdivisions of any state rated at lest MIG2, VMIG2 or Aa by Moody's or AA by S&P; or
(vi) loan participations in credits in which the borrower's debt is rated at least Aa or Prime 2 by Moody's or AA or A-2 by S&P; or
(vii) money market mutual funds that are regulated by the Securities and Exchange Commission, have a dollar-weighted average stated maturity of 90 days or fewer on their investments and include in their investment objectives the maintenance of a stable net asset value of $1 for each share.
(d) other equity interests owned by a Subsidiary on the date of this Agreement and such additional equity interests to the extent (but only to the extent) that such Subsidiary is legally obligated to acquire those interests on the date of this Agreement, in each case as disclosed to the Banks in writing;
(e) loans or advances by the Borrower to customers in connection with and pursuant to marketing and merchandising products that the Borrower reasonably expects to increase sales of the Borrower or Subsidiaries, PROVIDED that: (i) such loans must be either less than $2,000,000.00 to any one customer (or group of affiliated customers, shown on the Borrower's records to be Affiliates) or must be disclosed on SCHEDULE 8.2 hereof; and (ii) all such loans must not exceed $24,000,000.00 in the aggregate outstanding at any time;
(f) travel and expense advances in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies to officers and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x or “A-1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2” or better by Xxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) aboveemployees;
(g) demand deposit accounts maintained stock or securities of or equity interests in, any Person provided that, after giving effect to the acquisition and ownership thereof, the Borrower is in compliance with the ordinary course provisions of business;Section 9.1(c) of this Agreement; and
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons advances or other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options Investments by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued Borrower or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S.;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized Subsidiary not otherwise permitted under the laws other provisions of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interestthis Section 9.4, so long as the aggregate amount sum of the outstanding balance of all of such loans made pursuant to this clause (r) (determined with respect to each and advances and the purchase price paid for all of such loan based on the value thereof on the date of determination) other Investments does not exceed $15,000,000;
in the aggregate seven percent (s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation7%) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and
(t) loans, advances, the Consolidated Net Worth of the Borrower and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted its Subsidiaries in a Similar Business and as of the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;applicable determination date.
Appears in 1 contract
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist The Borrower will not, and will not permit any loan, advance, extension of credit or capital contribution Subsidiary to, make or have outstanding any investment inloan or advance to, purchase or commit to purchase own or acquire any stock or securities of or equity interest or other securities or evidences of Debt of, or interests Investment in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:except (without duplication):
(a) expense accounts stock of (i) the Subsidiaries named in Section 6.1 and any other Subsidiary to be acquired in accordance with the terms of any of the Pending Acquisitions; (ii) other entities that are acquired by the Borrower or any Subsidiary but that are promptly merged with and into the Borrower, including without limitation, the stock of each entity merging with the Borrower under any of the Pending Acquisitions; and (iii) the same Qualifying Entities as the Qualifying Entities under subparagraph (ii) of the definition of "Qualifying Assets," provided that at any one time the aggregate purchase price paid for such stock in such Qualifying Entities, including the aggregate amount of Debt assumed or deemed incurred by Borrower in connection with the purchase of such stock, is not more than ten percent (10%) of the Consolidated Net Worth of the Borrower and other its Subsidiaries as of the applicable determination date;
(b) loans or advances to a Subsidiary;
(c) Securities maturing no more than 180 days after Borrower's purchase that are either:
(i) readily marketable securities issued by the United States or its directorsagencies or instrumentalities; or
(ii) commercial paper rated "Prime 2" by Xxxxx'x Investors Service, officersInc. ("Moody's") or A-2 by Standard and Poor's Ratings Group ("S&P"); or
(iii) certificates of deposit or repurchase contracts on customary terms with financial institutions in which deposits are insured by any agency or instrumentality of the United States; or
(iv) readily marketable securities received in settlement of liabilities created in the ordinary course of business; or
(v) obligations of states, agencies, counties, cities and employees other political subdivisions of any state rated at lest MIG2, VMIG2 or Aa by Moody's or AA by S&P; or
(vi) loan participations in credits in which the borrower's debt is rated at least Aa or Prime 2 by Moody's or AA or A-2 by S&P; or
(vii) money market mutual funds that are regulated by the Securities and Exchange Commission, have a dollar-weighted average stated maturity of 90 days or fewer on their investments and include in their investment objectives the maintenance of a stable net asset value of $1 for each share.
(d) other equity interests owned by a Subsidiary on the date of this Agreement and such additional equity interests to the extent (but only to the extent) that such Subsidiary is legally obligated to acquire those interests on the date of this Agreement, in each case as disclosed to the Banks in writing;
(e) loans or advances by the Borrower to customers in connection with and pursuant to marketing and merchandising products that the Borrower reasonably expects to increase sales of the Borrower or Subsidiaries, provided that: (i) such loans must be either less than $2,000,000.00 to any one customer (or group of affiliated customers, shown on the Borrower's records to be Affiliates) or must be disclosed on Schedule 8.2 hereof; and (ii) all such loans must not exceed $24,000,000.00 in the aggregate outstanding at any time;
(f) travel and expense advances in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies to officers and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x or “A-1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2” or better by Xxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) aboveemployees;
(g) demand deposit accounts maintained stock or securities of or equity interests in, any Person provided that, after giving effect to the acquisition and ownership thereof, the Borrower is in compliance with the ordinary course provisions of business;Section 9.1(c) of this Agreement; and
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons advances or other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options Investments by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued Borrower or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S.;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized Subsidiary not otherwise permitted under the laws other provisions of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interestthis Section 9.4, so long as the aggregate amount sum of the outstanding balance of all of such loans made pursuant to this clause (r) (determined with respect to each and advances and the purchase price paid for all of such loan based on the value thereof on the date of determination) other Investments does not exceed $15,000,000;
in the aggregate seven percent (s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation7%) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and
(t) loans, advances, the Consolidated Net Worth of the Borrower and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted its Subsidiaries in a Similar Business and as of the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;applicable determination date.
Appears in 1 contract
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist The Borrower will not, and will not permit any loan, advance, extension of credit or capital contribution Subsidiary to, make or have outstanding any investment inloan or advance to, purchase or commit to purchase own or acquire any stock or securities of or equity interest or other securities or evidences of Debt of, or interests Investment in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:except (without duplication):
(a) expense accounts stock or other equity interests of (i) the Subsidiaries named in Section 7.1; and (ii) the same Qualifying Entities as the Qualifying Entities under subparagraph (ii) of the definition of "Qualifying Assets,” provided that at any one time the aggregate purchase price paid for such stock in such Qualifying Entities, including the aggregate amount of Debt assumed or deemed incurred by the Borrower in connection with the purchase of such stock, is not more than twenty percent (20%) of the Consolidated Net Worth of the Borrower and other its Subsidiaries as of the applicable determination date;
(b) loans or advances to a Subsidiary; provided, however, that the principal amount of such loans and advances for working capital purposes at any time outstanding to Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries, together with the principal amount of any outstanding working capital credit facility or facilities provided directly to Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries by any party other than the Borrower, does not exceed $25,000,000 in the aggregate at any time;
(c) Securities maturing no more than 180 days after Borrower’s purchase that are either:
(i) readily marketable securities issued by the United States or its directorsagencies or instrumentalities; or
(ii) commercial paper rated "Prime 2” by Xxxxx’x Investors Service, officersInc. ("Moody’s”) or A-2 by Standard and Poor’s Ratings Group ("S&P”); or
(iii) certificates of deposit or repurchase contracts on customary terms with financial institutions in which deposits are insured by any agency or instrumentality of the United States; or
(iv) readily marketable securities received in settlement of liabilities created in the ordinary course of business; or
(v) obligations of states, agencies, counties, cities and employees other political subdivisions of any state rated at lest MIG2, VMIG2 or Aa by Moody’s or AA by S&P; or
(vi) loan participations in credits in which the borrower’s debt is rated at least Aa or Prime 2 by Moody’s or AA or A-2 by S&P; or
(vii) money market mutual funds that are regulated by the Securities and Exchange Commission, have a dollar-weighted average stated maturity of 90 days or fewer on their investments and include in their investment objectives the maintenance of a stable net asset value of $1 for each share.
(d) other equity interests owned by a Subsidiary on the date of this Agreement and such additional equity interests to the extent (but only to the extent) that such Subsidiary is legally obligated to acquire those interests on the date of this Agreement, in each case as disclosed to the Banks in writing;
(e) loans or advances by the Borrower to customers in connection with and pursuant to marketing and merchandising products that the Borrower reasonably expects to increase sales of the Borrower or Subsidiaries, provided that: (i) such loans must be either less than $2,000,000.00 to any one customer (or group of affiliated customers, shown on the Borrower’s records to be Affiliates) or must be disclosed on Schedule 9.2 hereof; and (ii) all such loans must not exceed $24,000,000.00 in the aggregate outstanding at any time;
(f) travel and expense advances in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies to officers and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x or “A-1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2” or better by Xxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) aboveemployees;
(g) demand deposit accounts maintained stock or securities of or equity interests in, any Person provided that, after giving effect to the acquisition and ownership thereof, the Borrower is in compliance with the ordinary course provisions of business;Section 10.1(c) of this Agreement; and
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons advances or other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options Investments by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued Borrower or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S.;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized Subsidiary not otherwise permitted under the laws other provisions of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interestthis Section 10.4, so long as the aggregate amount sum of the outstanding balance of all of such loans made pursuant to this clause (r) (determined with respect to each and advances and the purchase price paid for all of such loan based on the value thereof on the date of determination) other Investments does not exceed $15,000,000;
in the aggregate seven percent (s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation7%) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and
(t) loans, advances, the Consolidated Net Worth of the Borrower and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted its Subsidiaries in a Similar Business and as of the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;applicable determination date.
Appears in 1 contract
Loans, Advances and Investments. No Except as permitted by Section 9.9 or Section 9.11, no Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, or purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:
(a) : expense accounts for and other loans or advances to its directors, officers, officers and employees in the ordinary course of business in accordance with applicable Law;
(b) ; marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition;
(c) ; short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) ; commercial paper and similar obligations rated “"P-1” " by Xxxxx’x Xxxxx'x or “"A-1” " by S&P;
(e) ; readily marketable Taxtax-free municipal bonds of a domestic issuer rated “"A-2” " or better by Xxxxx’x Xxxxx'x or “"A” " or better by S&P, and maturing within one year from the date of issuance;
(f) ; mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) ; demand deposit accounts maintained in the ordinary course of business;
(h) ; current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) ; Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) ; loans, advances, and investments of the Restricted Companies existing on the Closing Date (i) in the Existing Housing Districts, Existing Metro Districts, Districts and in Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.89.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional 9.8; loans, advances, advances and investments in Restricted CompaniesCompanies (other than any such loans, advances and investments in any Restricted Company that is a Metro District or any Subsidiary of a Restricted Company that is a Metro District), including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 9.11 herein;
; subject to compliance with Sections 8.10 and 9.14, investments in any other Person (l) including purchases of stock or other securities or evidence of Debt of, assets of, or loans, advances, extensions of credit, or capital contributions to such Person, but excluding capital appreciation and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of accrued interest); provided that all such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) shall not in the aggregate exceed, when aggregated with amounts set forth on part (determined with respect to each such loan and advance based on b) of Schedule 9.8 that are outstanding at the value thereof on the date time of determination, determined with respect to each such investment based on 15% of the value thereof on Companies' consolidated net worth at the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date time of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, ; and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) : a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) ; workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ ' businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) and loans and contributions to employees for investments in employee residences as part of such employees’ ' compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long . Management Fees and Distributions. Except as set forth on Schedule 9.9, no Company shall make any Distribution, except as follows: if no Default or Potential Default exists (or ariseswould result therefrom), investments set forth on part the Companies may pay management fees to Apollo of up to $500,000 (cin cash and/or services) of Schedule 10.8, which investments are made (i) as a result in any fiscal year of the exercise Companies; VRI may make payments of put options by the owners thereofapproximately $100,000 accruing to certain option holders; any Company may make Distributions to a Restricted Company; if VRI issues any Subordinated Debt which is subsequently converted to preferred stock, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealersVRI may, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S.;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as if no Default or Potential Default exists (or ariseswould result therefrom), loans pay dividends on such stock at an annual rate which is less than or equal to Persons in which a Restricted Company does not have an Equity Interestthe annual rate of interest payable on such Subordinated Debt prior to its conversion, so long as the aggregate amount terms on such preferred stock are no more favorable to the holders of all loans made pursuant the preferred stock than the terms afforded to this clause (r) (determined the holders of the Subordinated Debt set forth in the indenture and other documents evidencing or executed in connection with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Subordinated Debt; provided, that, for the avoidance of doubt, and if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists (or ariseswould result therefrom), VRI may make other Distributions to its shareholders (iiin addition to those described in clause (d) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate above), so long as all of such other Distributions made during any four consecutive fiscal quarters of the Companies (including any dividends on preferred stock which exceed the amount permitted under clause (d) above) do not exceed 50% of at least $150,000,000 immediately after giving effect to the Restricted Companies' Net Income during such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;period.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Vail Resorts Inc)
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:
(a) expense accounts for and other loans or advances to its directors, officers, and employees in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x Mxxxx’x or “A-1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2” or better by Xxxxx’x Mxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) demand deposit accounts maintained in the ordinary course of business;
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx Hxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx Hxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) so long as no Default or Potential Default exists or arises, loans, advances, and investments in Similar Businesses Unrestricted Subsidiaries (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar BusinessesUnrestricted Subsidiaries);
(m) so long as no Default or Potential Default exists or arises, loans, advances, and investments in joint ventures Persons (other than the Companies) in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint venturesPersons), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint VenturesMinority Investments);
(n) the following investments:
(i) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S.;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x Mxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000;; and
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;.
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:
(a) expense accounts for and other loans or advances to its directors, officers, and employees in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. an Approved Jurisdiction or issued by any an agency of its agencies an Approved Jurisdiction and backed by the full faith and credit of the U.S.such Approved Jurisdiction, in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or similar agency of an Approved Jurisdiction or are issued by commercial banks organized under the Laws of the U.S. an Approved Jurisdiction or any state or province of its states an Approved Jurisdiction having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x or “A-1A‑1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2A‑2” or better by Xxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) demand deposit accounts maintained in the ordinary course of business;
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date as of April 30, 2018 (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. an Approved Jurisdiction or issued by any agency of its agencies an Approved Jurisdiction and backed by the full faith and credit of the U.S.such Approved Jurisdiction;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. an Approved Jurisdiction or any state or province of its states an Approved Jurisdiction having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and;
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.001.00;
(u) (i) loans, advances, investments in the Whistler Acquisition Subsidiaries required to consummate the Whistler Acquisition and (ii) loans, advances, investments in the Peak Resorts Acquisition Subsidiaries to consummate the Peak Resorts Acquisition;
(v) loans, advances, and investments in Unrestricted Subsidiaries as contemplated by the Whistler Acquisition Agreement, in an equivalent amount to any Distributions made by the Borrower and permitted pursuant to Section 10.9, in order to enable an equivalent Distribution to be made to the holders of the Equity Interests of Exchangeco or any successor entity thereto.
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Loans, Advances and Investments. No Except as permitted by SECTION 9.9 ------------------------------- or SECTION 9.11, no Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, or purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:
(a) expense accounts for and other loans or advances to its directors, officers, officers and employees in the ordinary course of business in accordance with applicable Lawbusiness;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “"P-1” " by Xxxxx’x Xxxxx'x or “"A-1” " by S&P;
(e) readily marketable Taxtax-free municipal bonds of a domestic issuer rated “"A-2” " or better by Xxxxx’x Xxxxx'x or “"A” " or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) demand deposit accounts maintained in the ordinary course of business;
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) in addition to items covered elsewhere in this definition, but subject to SECTIONS 8.11 and 9.14, investments in any Person (including purchases of stock or other securities or evidence of Debt of, assets of, or loans, advances, extensions of credit or capital contributions to such Person, but excluding capital appreciation and accrued interest), provided that all such investments of the Restricted Companies existing on the Closing Date (when added to those made by Unrestricted Subsidiaries) made in (i) in the Existing Housing DistrictsUnrestricted Subsidiaries, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments that are identified on part not Affiliates of Borrower after such investment (b) of Schedule 10.8;
(k) additional loans, advances, and excluding investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof Keystone/Intrawest LLC existing on the date of determinationthis Agreement and the existing obligation of Vail Summit Resorts to contribute to Keystone/Intrawest LLC additional land which had a book value as of June 30, determined with respect to each such investment based on the value thereof on the date made1996, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses$8,900,000);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (iiiii) Apollo shall not in the aggregate amount exceed 15% of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on Companies' consolidated net worth at the date time of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);; and
(nk) the following investments:
(i) Housing Revenue Bonds, Series X-0, X-0, X-0, and B-2, issued by Eagle Bend Affordable Housing Corporation, held in the face amount of $800,000;
(ii) Housing Revenue Bonds, Series 1993C, issued by Lake Creek Affordable Housing Corporation, held in the face amount of $1,166,250;
(iii) the possible purchase of bonds with respect to Borrower's contingent obligations under the $10,115,000 Standby Bond Purchase Agreement between Borrower and Colorado National Bank, as Trustee, dated July 9, 1996;
(iv) a secured loan of $300,000 made to Xxxxxx X. Xxxx in 1991, a secured loan of $438,750 made to Xxxxxxx X. Xxxx in 1996, and a secured loan of $350,000 made to Mr. and Xxx. Xxxxx X. Thompson in 1996;
(v) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(iivi) workers a capital contribution, in the amount of $1,364,579, in The Inn Hotel Partnership; and
(vii) Workers compensation reserve account, established pursuant to a self-insurance permit from the State of Colorado Department of Labor or comparable agency in any state in which the Companies’ businesses are locatedLabor, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S.;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.00;.
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:
(a) expense accounts for and other loans or advances to its directors, officers, and employees in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. an Approved Jurisdiction or issued by any an agency of its agencies an Approved Jurisdiction and backed by the full faith and credit of the U.S.such Approved Jurisdiction, in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or similar agency of an Approved Jurisdiction or are issued by commercial banks organized under the Laws of the U.S. an Approved Jurisdiction or any state or province of its states an Approved Jurisdiction having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x or “A-1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2” or better by Xxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) demand deposit accounts maintained in the ordinary course of business;
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date as of April 30, 2018 (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. an Approved Jurisdiction or issued by any agency of its agencies an Approved Jurisdiction and backed by the full faith and credit of the U.S.such Approved Jurisdiction;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. an Approved Jurisdiction or any state or province of its states an Approved Jurisdiction having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and;
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.001.00;
(u) (i) loans, advances, investments in the Whistler Acquisition Subsidiaries required to consummate the Whistler Acquisition and (ii) loans, advances, investments in the Peak Resorts Acquisition Subsidiaries to consummate the Peak Resorts Acquisition;
(v) loans, advances, and investments in Unrestricted Subsidiaries as contemplated by the Whistler Acquisition Agreement, in an equivalent amount to any Distributions made by Borrower and permitted pursuant to Section 10.9, in order to enable an equivalent Distribution to be made to the holders of the Equity Interests of Exchangeco or any successor entity thereto; and
(w) Equity Xxxxxx in connection with the issuance of convertible debt securities.
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:
(a) expense accounts for and other loans or advances to its directors, officers, and employees in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. an Approved Jurisdiction or issued by any an agency of its agencies an Approved Jurisdiction and backed by the full faith and credit of the U.S.such Approved Jurisdiction, in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or similar agency of an Approved Jurisdiction or are issued by commercial banks organized under the Laws of the U.S. an Approved Jurisdiction or any state or province of its states an Approved Jurisdiction having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x or “A-1A‑1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2A‑2” or better by Xxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) demand deposit accounts maintained in the ordinary course of business;
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date as of April 30, 2018 (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. an Approved Jurisdiction or issued by any agency of its agencies an Approved Jurisdiction and backed by the full faith and credit of the U.S.such Approved Jurisdiction;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. an Approved Jurisdiction or any state or province of its states an Approved Jurisdiction having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and;
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.001.00;
(u) loans, advances, investments in the Whistler Acquisition Subsidiaries required to consummate the Whistler Acquisition;
(v) loans, advances, and investments in Unrestricted Subsidiaries as contemplated by the Whistler Acquisition Agreement, in an equivalent amount to any Distributions made by the Borrower and permitted pursuant to Section 10.9, in order to enable an equivalent Distribution to be made to the holders of the Equity Interests of Exchangeco or any successor entity thereto.
Appears in 1 contract
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:
(a) expense accounts for and other loans or advances to its directors, officers, and employees in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. an Approved Jurisdiction or issued by any an agency of its agencies an Approved Jurisdiction and backed by the full faith and credit of the U.S.such Approved Jurisdiction, in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or similar agency of an Approved Jurisdiction or are issued by commercial banks organized under the Laws of the U.S. an Approved Jurisdiction or any state or province of its states an Approved Jurisdiction having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x or “A-1A‑1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2A‑2” or better by Xxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) demand deposit accounts maintained in the ordinary course of business;
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date as of April 30, 2018 (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) additional loans, advances, and investments in Restricted Companies, including, without limitation, investments in Persons that become Restricted Subsidiaries upon transactions consummated in compliance with Section 10.11 herein;
(l) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (l) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such Permitted Recourse Obligation constituting Debt and other credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Similar Businesses);
(m) loans, advances, and investments in joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, and (ii) the aggregate amount of all loans, advances, and investments made pursuant to this clause (m) (determined with respect to each such loan and advance based on the value thereof on the date of determination, determined with respect to each such investment based on the value thereof on the date made, and determined with respect to each such credit support and contingent obligation based on the maximum potential financial exposure therefrom on the date of determination) does not exceed the Investment Limit (Joint Ventures);
(n) the following investments:
(i) a capital contribution, in an amount not to exceed $650,000, in Boulder/Beaver LLC;
(ii) workers compensation reserve account, established pursuant to a self-insurance permit from the Department of Labor or comparable agency in any state in which the Companies’ businesses are located, invested exclusively in items described in clauses (b) through (f) above; and
(iii) loans and contributions to employees for investments in employee residences as part of such employees’ compensation packages not to exceed $10,000,000 in the aggregate;
(o) so long as no Default or Potential Default exists or arises, investments set forth on part (c) of Schedule 10.8, which investments are made (i) as a result of the exercise of put options by the owners thereof, and (ii) in accordance with the agreements set forth on part (c) of Schedule 10.8 as in effect on the Closing Date;
(p) short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by marketable obligations issued or unconditionally guaranteed by the U.S. an Approved Jurisdiction or issued by any agency of its agencies an Approved Jurisdiction and backed by the full faith and credit of the U.S.such Approved Jurisdiction;
(q) short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “A-2” or better by Xxxxx’x or “A” or better by S&P that are supported by irrevocable letters of credit issued by commercial banks organized under the laws of the U.S. an Approved Jurisdiction or any state or province of its states an Approved Jurisdiction having combined capital, surplus, and undivided profits of not less than $100,000,000;
(r) so long as no Default or Potential Default exists or arises, loans to Persons in which a Restricted Company does not have an Equity Interest, so long as the aggregate amount of all loans made pursuant to this clause (r) (determined with respect to each such loan based on the value thereof on the date of determination) does not exceed $15,000,000;
(s) Permitted Recourse Obligations not constituting Debt; provided, that, for the avoidance of doubt, if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of any Restricted Company to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Permitted Recourse Obligation will no longer be permitted pursuant to this clause (s); and;
(t) loans, advances, and investments in Similar Businesses (including, without limitation, any loans, advances, and investments made in any Unrestricted Subsidiaries in a Similar Business and the amount of any Permitted Recourse Obligations constituting Debt and other credit support and contingent obligations with respect to Debt of such Unrestricted Subsidiaries) or joint ventures in which a Restricted Company has an Equity Interest (including, without limitation, credit support and contingent obligations with respect to Debt of such joint ventures), so long as (i) no Default or Potential Default exists or arises, (ii) Borrower has delivered to Administrative Agent a certificate reflecting Availability and Unrestricted Cash in an aggregate amount of at least $150,000,000 immediately after giving effect to such loan, advance, or investment, and (iii) the Total Leverage Ratio is less than 3.75 to 1.00.1.001.00;
(u) (i) loans, advances, investments in the Whistler Acquisition Subsidiaries required to consummate the Whistler Acquisition and (ii) loans, advances, investments in the Peak Resorts Acquisition Subsidiaries to consummate the Peak Resorts Acquisition;
(v) loans, advances, and investments in Unrestricted Subsidiaries as contemplated by the Whistler Acquisition Agreement, in an equivalent amount to any Distributions made by the Borrower and permitted pursuant to Section 10.9, in order to enable an equivalent Distribution to be made to the holders of the Equity Interests of Exchangeco or any successor entity thereto; and
(w) Equity Xxxxxx in connection with the issuance of convertible debt securities.
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
