Loans, Advances and Investments. Except as permitted by Section 6.4(b), no Company will make 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 (all of the foregoing, “Investments”), other than: (a) Investments as of the Closing Date; (b) Acquisitions; (c) expense accounts for and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time; (i) investments in (or secured by) obligations of the United States of America and agencies thereof and obligations guaranteed by the United States of America maturing within one year from the date of acquisition: (ii) commercial paper rated A-2 or better by Xxxxx’x or P-2 or better by S&P; (iii) certificates of deposit, time deposits and banker’s acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capital, surplus, and undivided profits of not less than $100,000,000, and which certificates of deposit have one of the two highest ratings from Xxxxx’x or S&P, unless the Borrower has a written commitment to borrow funds from such commercial bank; (iv) repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; (v) in case of any Foreign Subsidiary, (A) marketable direct obligations issued by, or unconditionally guaranteed by, sovereign nation in which such Person is organized and is conducting business or issued by any agency of such sovereign nation and backed by full faith and credit of such sovereign nation, in each case maturing within one year from date of acquisition, so long as indebtedness of such sovereign nation is rated at least A by S&P, A2 by Xxxxx’x or A mid by Dominion Bond Rating Service Limited or carries an equivalent rating from a comparable foreign rating agency or (B) investments of type and maturity described in (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies; (e) time deposits, banker’s acceptances or certificates of deposit issued by any of the Lenders; (f) investments having one of the two highest ratings from Xxxxx’x or S&P; (g) extensions of credit in connection with trade receivables and overpayments of trade payables, in each case resulting from transactions in the ordinary course of business; (h) (i) loans, investments and capital contributions from any Company to any other Company, provided that any such loans, investments and capital contributions from any Company to an Excluded Specified Subsidiary shall be (x) solely in the form of loans made in connection with cash management activities in the ordinary course of business and (y) transfers for accounting and tax planning purposes in the ordinary course of business and (ii) Guaranties 58 48429166.1 by any Company of the Debt of any other Company, provided that neither the Borrower nor any of its Subsidiaries (other than the applicable Excluded Specified Subsidiary) shall guarantee Excluded Specified Debt; (i) investments in the cash surrender value of life insurance policies issued by Persons with a financial rating from A.M. Best Company (as reported in Best’s Insurance Reports) of at least A+; provided, however, that if such Person’s financial rating is downgraded to less than A+, then within 90 days following such downgrading, either (i) such cash value life insurance policies will be transferred to another insurance company with a financial rating of at least A+, (ii) such cash value life insurance policies will be collapsed and the cash value thereof will be collected by the investing Company, or (iii) such investment will become an investment subject to the limitations of subparagraph (m) of this Section 6.5; (j) the purchase of equity or debt securities of any Company, including the Borrower (but, in the case of equity securities of the Borrower, only to the extent permitted by Section 6.3); (k) investments in Capital Stock or securities of or loans to or Guaranties of the Debt (including Permitted Priority Debt) of any Person engaged in the same or similar line of business as set forth on Schedule 3.17 hereto (or any reasonable extensions or expansions thereof) (i) in which a Company possesses (or will possess after such investment) an equity ownership interest in such Person or (ii) secured by the BorrowersBorrower’s interest in such business; (l) in the ordinary course of business, investments in the Capital Stock of the Rural Telephone Bank, CoBank, or the National Rural Utilities Cooperative Finance Corporation, or any other lender from whom the investing Company is intending to borrow money which requires such Company to make an equity investment in such lender in order to so borrow; (m) Guaranties of the Debt of the Borrower’s employee stock ownership plan; (n) investments in readily marketable money market funds registered under the Investment Company Act of 1940 with an investment policy to hold at least 90% of its assets in cash and securities of a type described in subsections (d), (e) and (f) of this Section 6.5; (o) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (p) investments consisting of non-cash consideration with respect to the sale of assets permitted by Section 6.7; (q) any acquisition of stock or assets to the extent that the consideration is paid in the Capital Stock of the Borrower; (r) (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively, or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; 48429166.1 (s) acquisition of in-region wirelines as part of capital expenditures program; and (t) any loans, advances, Guaranties, and investments which never exceed in the aggregate at any time 25% of Adjusted Consolidated Net Worth (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans, advances or Guarantees (to the extent funded); provided, however, that the aggregate amount at any time of such loans or advances to, Guaranties of, or investments in any joint venture that is not a Domestic Person, including any such joint venture that qualifies as a Subsidiary, shall not exceed $750,000,000 (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans or advances or Guarantees (to the extent funded); provided, that this Section 6.5 shall not restrict the investment by any Company of assets held or managed under any Plan.
Appears in 2 contracts
Samples: Credit Agreement (Qwest Corp), Credit Agreement (Lumen Technologies, Inc.)
Loans, Advances and Investments. Except as permitted by Section 6.4(b), no Company will make 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 (all of the foregoing, “Investments”), other than:
(a) Investments as of the Closing Date;
(b) Acquisitions;
(c) expense accounts for and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time;
(i) investments in (or secured by) obligations of the United States of America and agencies thereof and obligations guaranteed by the United States of America maturing within one year from the date of acquisition: (ii) commercial paper rated A-2 or better by Xxxxx’x or P-2 or better by S&P; (iii) certificates of deposit, time deposits and banker’s acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capital, surplus, and undivided profits of not less than $100,000,000, and which certificates of deposit have one of the two highest ratings from Xxxxx’x or S&P, unless the Borrower has a written commitment to borrow funds from such commercial bank; (iv) repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; (v) in case of any Foreign Subsidiary, (A) marketable direct obligations issued by, or unconditionally guaranteed by, sovereign nation in which such Person is organized and is conducting business or issued by any agency of such sovereign nation and backed by full faith and credit of such sovereign nation, in each case maturing within one year from date of acquisition, so long as indebtedness of such sovereign nation is rated at least A by S&P, A2 by Xxxxx’x or A mid by Dominion Bond Rating Service Limited or carries an equivalent rating from a comparable foreign rating agency or (B) investments of type and maturity described in (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies;
(e) time deposits, banker’s acceptances or certificates of deposit issued by any of the Lenders;
(f) investments having one of the two highest ratings from Xxxxx’x or S&P;
(g) extensions of credit in connection with trade receivables and overpayments of trade payables, in each case resulting from transactions in the ordinary course of business;
(h) (i) loans, investments and capital contributions from any Company to any other Company, provided that any such loans, investments and capital contributions from any Company to an Excluded Specified Subsidiary shall be (x) solely in the form of loans made in connection with cash management activities in the ordinary course of business and (y) transfers for accounting and tax planning purposes in the ordinary course of business and (ii) Guaranties 58 48429166.1 by any Company of the Debt of any other Company, provided that neither the Borrower nor any of its Subsidiaries (other than the applicable Excluded Specified Subsidiary) shall guarantee Excluded Specified Debt;
(i) investments in the cash surrender value of life insurance policies issued by Persons with a financial rating from A.M. Best Company (as reported in Best’s Insurance Reports) of at least A+; provided, however, that if such Person’s financial rating is downgraded to less than A+, then within 90 days following such downgrading, either (i) such cash value life insurance policies will be transferred to another insurance company with a financial rating of at least A+, (ii) such cash value life insurance policies will be collapsed and the cash value thereof will be collected by the investing Company, or (iii) such investment will become an investment subject to the limitations of subparagraph (m) of this Section 6.5;
(j) the purchase of equity or debt securities of any Company, including the Borrower (but, in the case of equity securities of the Borrower, only to the extent permitted by Section 6.3);
(k) investments in Capital Stock or securities of or loans to or Guaranties of the Debt (including Permitted Priority Debt) of any Person engaged in the same or similar line of business as set forth on Schedule 3.17 hereto (or any reasonable extensions or expansions thereof) (i) in which a Company possesses (or will possess after such investment) an equity ownership interest in such Person or (ii) secured by the BorrowersBorrower’s Borrowers interest in such business;
(l) in the ordinary course of business, investments in the Capital Stock of the Rural Telephone Bank, CoBank, or the National Rural Utilities Cooperative Finance Corporation, or any other lender from whom the investing Company is intending to borrow money which requires such Company to make an equity investment in such lender in order to so borrow;
(m) Guaranties of the Debt of the Borrower’s employee stock ownership plan;
(n) investments in readily marketable money market funds registered under the Investment Company Act of 1940 with an investment policy to hold at least 90% of its assets in cash and securities of a type described in subsections (d), (e) and (f) of this Section 6.5;
(o) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;
(p) investments consisting of non-cash consideration with respect to the sale of assets permitted by Section 6.7;
(q) any acquisition of stock or assets to the extent that the consideration is paid in the Capital Stock of the Borrower;
(r) (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively, or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; 48429166.1;
(s) acquisition of in-region wirelines as part of capital expenditures program; and
(t) any loans, advances, Guaranties, and investments which never exceed in the aggregate at any time 25% of Adjusted Consolidated Net Worth (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans, advances or Guarantees (to the extent funded); provided, however, that the aggregate amount at any time of such loans or advances to, Guaranties of, or investments in any joint venture that is not a Domestic Person, including any such joint venture that qualifies as a Subsidiary, shall not exceed $750,000,000 (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans or advances or Guarantees (to the extent funded); provided, that this Section 6.5 shall not restrict the investment by any Company of assets held or managed under any Plan.
Appears in 2 contracts
Samples: Credit Agreement (Qwest Corp), Credit Agreement (Lumen Technologies, Inc.)
Loans, Advances and Investments. Except as permitted by Section 6.4(b7.4(b), no Company will make 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 (all of the foregoing, “Investments”), other than:
(a) Investments as of the Closing Effective Date;
(b) Acquisitions;
(c) expense accounts for and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time;
(i) investments in (or secured by) obligations of the United States of America and agencies thereof and obligations guaranteed by the United States of America maturing within one year from the date of acquisition: ; (ii) commercial paper rated A-2 or better by Xxxxx’x or P-2 or better by S&P; (iii) certificates of deposit, time deposits and banker’s acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capital, surplus, and undivided profits of not less than $100,000,000, and which certificates of deposit have one of the two highest ratings from Xxxxx’x or S&P, unless the Borrower has a written commitment to borrow funds from such commercial bank; (iv) repurchase agreements with a term of not more than 30 days for securities described in clause (id) above and entered into with a financial institution satisfying the criteria described in clause (iiid) above; (v) in case of any Foreign foreign Subsidiary, (A) marketable direct obligations issued by, or unconditionally guaranteed by, sovereign nation in which such Person is organized and is conducting business or issued by any agency of such sovereign nation and backed by full faith and credit of such sovereign nation, in each case maturing within one year from date of acquisition, so long as indebtedness of such sovereign nation is rated at least A by S&P, A2 by Xxxxx’x or A mid by Dominion Bond Rating Service Limited or carries an equivalent rating from a comparable foreign rating agency or agency, (B) investments of type and maturity described in (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agenciesagencies or (C) any other Investments made in compliance with Cash Management Investment Policy of cash management group of Qwest and its Subsidiaries with respect to cash investments, substantially as in effect on Closing Date or as amended in any manner which does not materially increase risk profile of investments permitted thereunder taken as a whole;
(e) time deposits, banker’s acceptances or certificates of deposit issued by any of the Lenders;
(f) investments having one of the two highest ratings from Xxxxx’x or S&P;
(g) extensions of credit in connection with trade receivables and overpayments of trade payables, in each case resulting from transactions in the ordinary course of business;
(h) (i) loans, investments and capital contributions loans from any Company to any other Company, provided that investments by any such loansCompany in any other Company, investments and capital contributions from by any Company to an Excluded Specified Subsidiary shall be (x) solely in the form of loans made in connection with cash management activities in the ordinary course of business any other Company, and (y) transfers for accounting and tax planning purposes in the ordinary course of business and (ii) Guaranties 58 48429166.1 by any Company of the Debt of any other Company, provided that neither the Borrower nor any of its Subsidiaries (other than the applicable Excluded Specified Subsidiary) shall guarantee Excluded Specified Debt;
(i) investments in the cash surrender value of life insurance policies issued by Persons with a financial rating from A.M. Best Company (as reported in Best’s Insurance Reports) of at least A+; provided, however, that if such Person’s financial rating is downgraded to less than A+, then within 90 days following such downgrading, either (i) such cash value life insurance policies will be transferred to another insurance company with a financial rating of at least A+, (ii) such cash value life insurance policies will be collapsed and the cash value thereof will be collected by the investing Company, or (iii) such investment will become an investment subject to the limitations of subparagraph (m) of this Section 6.57.5;
(j) the purchase of equity or debt securities of any Company, including the Borrower (but, in the case of equity securities of the Borrower, only to the extent permitted by Section 6.37.3);
(k) investments in Capital Stock capital stock or securities of or loans to or Guaranties of the Debt (including Permitted Priority Debt) of any Person engaged in the same or similar line of business as set forth on Schedule 3.17 4.17 hereto (or any reasonable extensions or expansions thereof) (i) in which a Company possesses (or will possess after such investment) an equity ownership interest in such Person or (ii) secured by the BorrowersBorrowerBorrower’s interest in such business;
(l) in the ordinary course of business, investments in the Capital Stock capital stock of the Rural Telephone Bank, CoBank, or the National Rural Utilities Cooperative Finance Corporation, or any other lender from whom the investing Company is intending to borrow money which requires such Company to make an equity investment in such lender in order to so borrow;
(m) Guaranties of the Debt of the Borrower’s employee stock ownership plan;
(n) investments in readily marketable money market funds registered under the Investment Company Act of 1940 with an investment policy to hold at least 90% of its assets in cash and securities of a type described in subsections (d), (e) and (f) of this Section 6.57.5;
(o) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;
(p) investments consisting of non-cash consideration with respect to the sale of assets permitted by Section 6.77.7;
(q) any acquisition of stock or assets to the extent that the consideration is paid in the Capital Stock capital stock of the Borrower;
(r) (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively, or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; 48429166.1;
(s) acquisition of in-region wirelines as part of capital expenditures program;
(t) auction rate securities owned by QCII and its Subsidiaries on the Closing Date; and
(tu) any loans, advances, Guaranties, and investments which never exceed in the aggregate at any time 25% of Adjusted Consolidated Net Worth (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans, advances or Guarantees (to the extent funded); provided, however, that the aggregate amount at any time of such loans or advances to, Guaranties of, or investments in any joint venture that is not a Domestic Person, including any such joint venture that qualifies as a Subsidiary, shall not exceed $750,000,000 (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans or advances or Guarantees (to the extent funded); provided, that this Section 6.5 7.5 shall not restrict the investment by any Company of assets held or managed under any Plan.
Appears in 1 contract
Loans, Advances and Investments. Except as permitted by Section 6.4(b7.4(b), no Company will make 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 (all of the foregoing, “Investments”), other than:
(a) Investments as of the Closing RestatementFirst Amendment Effective Date;
(b) Acquisitions;
(c) expense accounts for and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time;
(i) investments in (or secured by) obligations of the United States of America and agencies thereof and obligations guaranteed by the United States of America maturing within one year from the date of acquisition: ; (ii) commercial paper rated A-2 or better by Xxxxx’x or P-2 or better by S&P; (iii) certificates of deposit, time deposits and banker’s acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capital, surplus, and undivided profits of not less than $100,000,000, and which certificates of deposit have one of the two highest ratings from Xxxxx’x or S&P, unless the Borrower has a written commitment to borrow funds from such commercial bank; (iv) repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; (v) in case of any Foreign foreign Subsidiary, (A) marketable direct obligations issued by, or unconditionally guaranteed by, sovereign nation in which such Person is organized and is conducting business or issued by any agency of such sovereign nation and backed by full faith and credit of such sovereign nation, in each case maturing within one year from date of acquisition, so long as indebtedness of such sovereign nation is rated at least A by S&P, A2 by Xxxxx’x or A mid by Dominion Bond Rating Service Limited or carries an equivalent rating from a comparable foreign rating agency agency, or (B) investments of type and maturity described in (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agenciesagencies or (C) any other Investments made in compliance with Cash Management Investment Policy of cash management group of QCII and its Subsidiaries with respect to cash investments, substantially as in effect on the Restatement Effective Date or as amended in any manner which does not materially increase risk profile of investments permitted thereunder taken as a whole;;
(e) time deposits, banker’s acceptances or certificates of deposit issued by any of the Lenders;
(f) investments having one of the two highest ratings from Xxxxx’x or S&P;
(g) extensions of credit in connection with trade receivables and overpayments of trade payables, in each case resulting from transactions in the ordinary course of business;
(h) (i) loans, investments and capital contributions from any Company to any other Company, provided that any such loans, investments by any Company in any other Company,and capital contributions from byfrom any Company to an any other Company, andan Excluded Specified Subsidiary shall be (x) solely in the form of loans made in connection with cash management activities in the ordinary course of business and (y) transfers for accounting and tax planning purposes in the ordinary course of business and (ii) Guaranties 58 48429166.1 by any Company of the Debt of any other Company, provided that neither the Borrower nor any of its Subsidiaries (other than the applicable Excluded Specified Subsidiary) shall guarantee Excluded Specified Debt;
(i) investments in the cash surrender value of life insurance policies issued by Persons with a financial rating from A.M. Best Company (as reported in Best’s Insurance Reports) of at least A+; provided, however, that if such Person’s financial rating is downgraded to less than A+, then within 90 days following such downgrading, either (i) such cash value life insurance policies will be transferred to another insurance company with a financial rating of at least A+, (ii) such cash value life insurance policies will be collapsed and the cash value thereof will be collected by the investing Company, or (iii) such investment will become an investment subject to the limitations of subparagraph (m) of this Section 6.57.5;
(j) the purchase of equity or debt securities of any Company, including the Borrower (but, in the case of equity securities of the Borrower, only to the extent permitted by Section 6.37.3);
(k) investments in Capital Stock capital stock or securities of or loans to or Guaranties of the Debt (including Permitted Priority Debt) of any Person engaged in the same or similar line of business as set forth on Schedule 3.17 4.17 hereto (or any reasonable extensions or expansions thereof) (i) in which a Company possesses (or will possess after such investment) an equity ownership interest in such Person or (ii) secured by the BorrowersBorrowerBorrower’s interest in such business;
(l) in the ordinary course of business, investments in the Capital Stock capital stock of the Rural Telephone Bank, CoBank, or the National Rural Utilities Cooperative Finance Corporation, or any other lender from whom the investing Company is intending to borrow money which requires such Company to make an equity investment in such lender in order to so borrow;
(m) Guaranties of the Debt of the Borrower’s employee stock ownership plan;
(n) investments in readily marketable money market funds registered under the Investment Company Act of 1940 with an investment policy to hold at least 90% of its assets in cash and securities of a type described in subsections (d), (e) and (f) of this Section 6.57.5;
(o) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;
(p) investments consisting of non-cash consideration with respect to the sale of assets permitted by Section 6.77.7;
(q) any acquisition of stock or assets to the extent that the consideration is paid in the Capital Stock capital stock of the Borrower;
(r) (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively, or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; 48429166.1;
(s) acquisition of in-region wirelines as part of capital expenditures program;
(t) auction rate securities owned by QCII and its Subsidiaries on the RestatementFirst Amendment Effective Date; and
(tu) any loans, advances, Guaranties, and investments which never exceed in the aggregate at any time 25% of Adjusted Consolidated Net Worth (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans, advances or Guarantees Gguarantees (to the extent funded); provided, however, that the aggregate amount at any time of such loans or advances to, Guaranties of, or investments in any joint venture that is not a Domestic Person, including any such joint venture that qualifies as a Subsidiary, shall not exceed $750,000,000 (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans or advances or Guarantees Gguarantees (to the extent funded); provided, that this Section 6.5 7.5 shall not restrict the investment by any Company of assets held or managed under any Plan.
Appears in 1 contract
Samples: Credit Agreement (Centurylink, Inc)
Loans, Advances and Investments. Except as permitted by Section 6.4(b), no Company will make 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 (all of the foregoing, “Investments”), other than:
(a) Investments as of the Closing ClosingFirst Amendment Effective Date;
(b) Acquisitions;
(c) expense accounts for and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time;
(i) investments in (or secured by) obligations of the United States of America and agencies thereof and obligations guaranteed by the United States of America maturing within one year from the date of acquisition: ; (ii) commercial paper rated A-2 or better by Xxxxx’x or P-2 or better by S&P; (iii) certificates of deposit, time deposits and banker’s acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capital, surplus, and undivided profits of not less than $100,000,000, and which certificates of deposit have one of the two highest ratings from Xxxxx’x or S&P, unless the Borrower has a written commitment to borrow funds from such commercial bank; (iv) repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; (v) in case of any Foreign foreign Subsidiary, (A) marketable direct obligations issued by, or unconditionally guaranteed by, sovereign nation in which such Person is organized and is conducting business or issued by any agency of such sovereign nation and backed by full faith and credit of such sovereign nation, in each case maturing within one year from date of acquisition, so long as indebtedness of such sovereign nation is rated at least A by S&P, A2 by Xxxxx’x or A mid by Dominion Bond Rating Service Limited or carries an equivalent rating from a comparable foreign rating agency agency, or (B) investments of type and maturity described in (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agenciesagencies or (C) any other Investments made in compliance with Cash Management Investment Policy of cash management group of QCII and its Subsidiaries with respect to cash investments, substantially as in effect on the Closing Date or as amended in any manner which does not materially increase risk profile of investments permitted thereunder taken as a whole;;
(e) time deposits, banker’s acceptances or certificates of deposit issued by any of the Lenders;
(f) investments having one of the two highest ratings from Xxxxx’x or S&P;
(g) extensions of credit in connection with trade receivables and overpayments of trade payables, in each case resulting from transactions in the ordinary course of business;
(h) (i) loans, investments and capital contributions from any Company to any other Company, provided that any such loans, investments by any Company in any other Company,and capital contributions from byfrom any Company to an any other Company, andan Excluded Specified Subsidiary shall be (x) solely in the form of loans made in connection with cash management activities in the ordinary course of business and (y) transfers for accounting and tax planning purposes in the ordinary course of business and (ii) Guaranties 58 48429166.1 by any Company of the Debt of any other Company, provided that neither the Borrower nor any of its Subsidiaries (other than the applicable Excluded Specified Subsidiary) shall guarantee Excluded Specified Debt;
(i) investments in the cash surrender value of life insurance policies issued by Persons with a financial rating from A.M. Best Company (as reported in Best’s Insurance Reports) of at least A+; provided, however, that if such Person’s financial rating is downgraded to less than A+, then within 90 days following such downgrading, either (i) such cash value life insurance policies will be transferred to another insurance company with a financial rating of at least A+, (ii) such cash value life insurance policies will be collapsed and the cash value thereof will be collected by the investing Company, or (iii) such investment will become an investment subject to the limitations of subparagraph (m) of this Section 6.5;
(j) the purchase of equity or debt securities of any Company, including the Borrower (but, in the case of equity securities of the Borrower, only to the extent permitted by Section 6.3);
(k) investments in Capital Stock capital stock or securities of or loans to or Guaranties of the Debt (including Permitted Priority Debt) of any Person engaged in the same or similar line of business as set forth on Schedule 3.17 hereto (or any reasonable extensions or expansions thereof) (i) in which a Company possesses (or will possess after such investment) an equity ownership interest in such Person or (ii) secured by the BorrowersBorrowerBorrower’s interest in such business;
(l) in the ordinary course of business, investments in the Capital Stock capital stock of the Rural Telephone Bank, CoBank, or the National Rural Utilities Cooperative Finance Corporation, or any other lender from whom the investing Company is intending to borrow money which requires such Company to make an equity investment in such lender in order to so borrow;
(m) Guaranties of the Debt of the Borrower’s employee stock ownership plan;
(n) investments in readily marketable money market funds registered under the Investment Company Act of 1940 with an investment policy to hold at least 90% of its assets in cash and securities of a type described in subsections (d), (e) and (f) of this Section 6.5;
(o) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;
(p) investments consisting of non-cash consideration with respect to the sale of assets permitted by Section 6.7;
(q) any acquisition of stock or assets to the extent that the consideration is paid in the Capital Stock of the Borrower;
(r) (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively, or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; 48429166.1
(s) acquisition of in-region wirelines as part of capital expenditures program; and
(t) any loans, advances, Guaranties, and investments which never exceed in the aggregate at any time 25% of Adjusted Consolidated Net Worth (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans, advances or Guarantees (to the extent funded); provided, however, that the aggregate amount at any time of such loans or advances to, Guaranties of, or investments in any joint venture that is not a Domestic Person, including any such joint venture that qualifies as a Subsidiary, shall not exceed $750,000,000 (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans or advances or Guarantees (to the extent funded); provided, that this Section 6.5 shall not restrict the investment by any Company of assets held or managed under any Plan.
Appears in 1 contract
Samples: Credit Agreement (Centurylink, Inc)
Loans, Advances and Investments. Except as permitted by Section 6.4(b), no Company will make 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 (all of the foregoing, “Investments”), other than:
(a) Investments as of the Closing Date;
(b) Acquisitions;
(c) expense accounts for and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time;
(i) investments in (or secured by) obligations of the United States of America and agencies thereof and obligations guaranteed by the United States of America maturing within one year from the date of acquisition: ; (ii) commercial paper rated A-2 or better by Xxxxx’x or P-2 or better by S&P; (iii) certificates of deposit, time deposits and banker’s acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capital, surplus, and undivided profits of not less than $100,000,000, and which certificates of deposit have one of the two highest ratings from Xxxxx’x or S&P, unless the Borrower has a written commitment to borrow funds from such commercial bank; (iv) repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; (v) in case of any Foreign foreign Subsidiary, (A) marketable direct obligations issued by, or unconditionally guaranteed by, sovereign nation in which such Person is organized and is conducting business or issued by any agency of such sovereign nation and backed by full faith and credit of such sovereign nation, in each case maturing within one year from date of acquisition, so long as indebtedness of such sovereign nation is rated at least A by S&P, A2 by Xxxxx’x or A mid by Dominion Bond Rating Service Limited or carries an equivalent rating from a comparable foreign rating agency or agency, (B) investments of type and maturity described in (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agenciesagencies or (C) any other Investments made in compliance with Cash Management Investment Policy of cash management group of QCII and its Subsidiaries with respect to cash investments, substantially as in effect on the Closing Date or as amended in any manner which does not materially increase risk profile of investments permitted thereunder taken as a whole;
(e) time deposits, banker’s acceptances or certificates of deposit issued by any of the Lenders;
(f) investments having one of the two highest ratings from Xxxxx’x or S&P;
(g) extensions of credit in connection with trade receivables and overpayments of trade payables, in each case resulting from transactions in the ordinary course of business;
(h) (i) loans, investments and capital contributions loans from any Company to any other Company, provided that investments by any such loansCompany in any other Company, investments and capital contributions from by any Company to an Excluded Specified Subsidiary shall be (x) solely in the form of loans made in connection with cash management activities in the ordinary course of business any other Company, and (y) transfers for accounting and tax planning purposes in the ordinary course of business and (ii) Guaranties 58 48429166.1 by any Company of the Debt of any other Company, provided that neither the Borrower nor any of its Subsidiaries (other than the applicable Excluded Specified Subsidiary) shall guarantee Excluded Specified Debt;
(i) investments in the cash surrender value of life insurance policies issued by Persons with a financial rating from A.M. Best Company (as reported in Best’s Insurance Reports) of at least A+; provided, however, that if such Person’s financial rating is downgraded to less than A+, then within 90 days following such downgrading, either (i) such cash value life insurance policies will be transferred to another insurance company with a financial rating of at least A+, (ii) such cash value life insurance policies will be collapsed and the cash value thereof will be collected by the investing Company, or (iii) such investment will become an investment subject to the limitations of subparagraph (m) of this Section 6.5;
(j) the purchase of equity or debt securities of any Company, including the Borrower (but, in the case of equity securities of the Borrower, only to the extent permitted by Section 6.3);
(k) investments in Capital Stock capital stock or securities of or loans to or Guaranties of the Debt (including Permitted Priority Debt) of any Person engaged in the same or similar line of business as set forth on Schedule 3.17 hereto (or any reasonable extensions or expansions thereof) (i) in which a Company possesses (or will possess after such investment) an equity ownership interest in such Person or (ii) secured by the BorrowersBorrowerBorrower’s interest in such business;
(l) in the ordinary course of business, investments in the Capital Stock capital stock of the Rural Telephone Bank, CoBank, or the National Rural Utilities Cooperative Finance Corporation, or any other lender from whom the investing Company is intending to borrow money which requires such Company to make an equity investment in such lender in order to so borrow;
(m) Guaranties of the Debt of the Borrower’s employee stock ownership plan;
(n) investments in readily marketable money market funds registered under the Investment Company Act of 1940 with an investment policy to hold at least 90% of its assets in cash and securities of a type described in subsections (d), (e) and (f) of this Section 6.5;
(o) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;
(p) investments consisting of non-cash consideration with respect to the sale of assets permitted by Section 6.7;
(q) any acquisition of stock or assets to the extent that the consideration is paid in the Capital Stock capital stock of the Borrower;
(r) (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively, or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; 48429166.1;
(s) acquisition of in-region wirelines as part of capital expenditures program;
(t) auction rate securities owned by QCII and its Subsidiaries on the Closing Date; and
(tu) any loans, advances, Guaranties, and investments which never exceed in the aggregate at any time 25% of Adjusted Consolidated Net Worth (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans, advances or Guarantees (to the extent funded); provided, however, that the aggregate amount at any time of such loans or advances to, Guaranties of, or investments in any joint venture that is not a Domestic Person, including any such joint venture that qualifies as a Subsidiary, shall not exceed $750,000,000 (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans or advances or Guarantees (to the extent funded); provided, that this Section 6.5 shall not restrict the investment by any Company of assets held or managed under any Plan.
Appears in 1 contract
Samples: Credit Agreement (Centurylink, Inc)
Loans, Advances and Investments. Except as permitted by Section 6.4(b)SECTIONS 7.21 or 7.26, no Restricted Company will shall make 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 (all of the foregoing, “Investments”)Person, other than:
than (a) Investments as of the Closing Date;
(b) Acquisitions;
(c) expense accounts for readily marketable, direct, full faith and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time;
(i) investments in (or secured by) credit obligations of the United States of America and agencies thereof and America, or obligations guaranteed by the full faith and credit of the United States of America America, maturing within one year from the date of acquisition: , (iib) commercial paper rated A-2 readily marketable obligations (including repurchase obligations) of any agency, instrumentality of, or better by Xxxxx’x corporation owned, controlled, or P-2 or better by S&Psponsored by, the United States of America, that are generally considered in the securities industry to be implicit obligations of the United States of America, maturing within one year from the date of acquisition; (iiic) short term certificates of depositdeposit and time deposits, time deposits which mature within one year from the date of issuance and banker’s acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capitalthereof, surplusCanada, and undivided profits western Europe, or Japan, with a long term debt rating of not less than $100,000,000, and which certificates "A" or better by S&P or of deposit have one "A2" or better by Moody's or with a short term commercial paper rating of the two highest ratings from Xxxxx’x "A- 1" or S&P, unless the Borrower has a written commitment to borrow funds from such commercial bankbetter by S&P or "P-1" or better by Moody's; (ivd) repurchase agreements with a term commercial paper maturing in 270 days or less from the date of not more than 30 days for securities described in clause (i) above issuance and entered into with a financial institution satisfying the criteria described in clause (iii) above; (v) in case of any Foreign Subsidiary, (A) marketable direct obligations issued byrated either "P-1" or "P-2" by Moody's, or unconditionally guaranteed by, sovereign nation in which such Person is organized and is conducting business "A-1" or issued by any agency of such sovereign nation and backed by full faith and credit of such sovereign nation, in each case maturing within one year from date of acquisition, so long as indebtedness of such sovereign nation is rated at least A "A-2" by S&P, A2 by Xxxxx’x or A mid by Dominion Bond Rating Service Limited or carries an equivalent rating from a comparable foreign rating agency or (B) investments of type and maturity described in (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies;
; (e) time depositsreadily marketable tax-free municipal bonds of a domestic issuer maturing in three years or less from the date of acquisition thereof, banker’s acceptances which are rated "Aaa" or certificates of deposit issued better by any of the Lenders;
Moody's, or "AAA" or better by S&P; (f) investments having one demand deposit accounts or readily redeemable "money market mutual funds" sponsored by a bank meeting the requirements of the two highest ratings from Xxxxx’x or S&P;
CLAUSE (gc) extensions of credit in connection with trade receivables and overpayments of trade payables, in each case resulting from transactions in the ordinary course of business;
(h) (i) loans, investments and capital contributions from any Company to any other Company, provided that any such loans, investments and capital contributions from any Company to an Excluded Specified Subsidiary shall be (x) solely in the form of loans made in connection with cash management activities in the ordinary course of business and (y) transfers for accounting and tax planning purposes in the ordinary course of business and (ii) Guaranties 58 48429166.1 by any Company of the Debt of any other Company, provided that neither the Borrower nor any of its Subsidiaries (other than the applicable Excluded Specified Subsidiary) shall guarantee Excluded Specified Debt;
(i) investments in the cash surrender value of life insurance policies issued by Persons with a financial rating from A.M. Best Company (as reported in Best’s Insurance Reports) of at least A+; provided, howeverabove, that if such Person’s financial rating is downgraded to less than A+, then within 90 days following such downgrading, either (i) such cash value life insurance policies will be transferred to another insurance company with a financial rating of at least A+, (ii) such cash value life insurance policies will be collapsed has and the cash value thereof will be collected by the investing Company, or (iii) such investment will become an investment subject to the limitations of subparagraph (m) of this Section 6.5;
(j) the purchase of equity or debt securities of any Company, including the Borrower (but, in the case of equity securities of the Borrower, only to the extent permitted by Section 6.3);
(k) investments in Capital Stock or securities of or loans to or Guaranties of the Debt (including Permitted Priority Debt) of any Person engaged in the same or similar line of business as set forth on Schedule 3.17 hereto (or any reasonable extensions or expansions thereof) (i) in which a Company possesses (or will possess after such investment) an equity ownership interest in such Person or (ii) secured by the BorrowersBorrower’s interest in such business;
(l) in the ordinary course of business, investments in the Capital Stock of the Rural Telephone Bank, CoBank, or the National Rural Utilities Cooperative Finance Corporation, or any other lender from whom the investing Company is intending to borrow money which requires such Company to make an equity investment in such lender in order to so borrow;
(m) Guaranties of the Debt of the Borrower’s employee stock ownership plan;
(n) investments in readily marketable money market funds registered under the Investment Company Act of 1940 with maintains an investment policy limiting its investments primarily to hold at least 90% instruments of its assets in cash and securities of a type described in subsections (d), (e) and (f) of this Section 6.5;
(o) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;
(p) investments consisting of non-cash consideration with respect to the sale of assets permitted by Section 6.7;
(q) any acquisition of stock or assets to the extent that the consideration is paid in the Capital Stock of the Borrower;
(r) (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively, or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; 48429166.1
(s) acquisition of in-region wirelines as part of capital expenditures program; and
(t) any loans, advances, Guaranties, and investments which never exceed in the aggregate at any time 25% of Adjusted Consolidated Net Worth (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans, advances or Guarantees (to the extent funded); provided, however, that the aggregate amount at any time of such loans or advances to, Guaranties of, or investments in any joint venture that is not a Domestic Person, including any such joint venture that qualifies as a Subsidiary, shall not exceed $750,000,000 (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans or advances or Guarantees (to the extent funded); provided, that this Section 6.5 shall not restrict the investment by any Company of assets held or managed under any Plan.the
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Worldcom Inc /Ga/)
Loans, Advances and Investments. Except as permitted by Section 6.4(b)SECTIONS 7.21 or 7.26, no Restricted Company will shall make 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 (all of the foregoing, “Investments”)Person, other than:
than (a) Investments as of the Closing Date;
(b) Acquisitions;
(c) expense accounts for readily marketable, direct, full faith and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time;
(i) investments in (or secured by) credit obligations of the United States of America and agencies thereof and America, or obligations guaranteed by the full faith and credit of the United States of America America, maturing within one year from the date of acquisition: , (iib) commercial paper rated A-2 readily marketable obligations (including repurchase obligations) of any agency, instrumentality of, or better by Xxxxx’x corporation owned, controlled, or P-2 or better by S&Psponsored by, the United States of America, that are generally considered in the securities industry to be implicit obligations of the United States of America, maturing within one year from the date of acquisition; (iiic) short term certificates of depositdeposit and time deposits, time deposits which mature within one year from the date of issuance and banker’s acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capitalthereof, surplusCanada, and undivided profits western Europe, or Japan, with a long term debt rating of not less than $100,000,000, and which certificates "A" or better by S&P or of deposit have one "A2" or better by Moody's or with a short term commercial paper rating of the two highest ratings from Xxxxx’x "A- 1" or S&P, unless the Borrower has a written commitment to borrow funds from such commercial bankbetter by S&P or "P-1" or better by Moody's; (ivd) repurchase agreements with a term commercial paper maturing in 270 days or less from the date of not more than 30 days for securities described in clause (i) above issuance and entered into with a financial institution satisfying the criteria described in clause (iii) above; (v) in case of any Foreign Subsidiary, (A) marketable direct obligations issued byrated either "P-1" or "P-2" by Moody's, or unconditionally guaranteed by, sovereign nation in which such Person is organized and is conducting business "A-1" or issued by any agency of such sovereign nation and backed by full faith and credit of such sovereign nation, in each case maturing within one year from date of acquisition, so long as indebtedness of such sovereign nation is rated at least A "A-2" by S&P, A2 by Xxxxx’x or A mid by Dominion Bond Rating Service Limited or carries an equivalent rating from a comparable foreign rating agency or (B) investments of type and maturity described in (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies;
; (e) time depositsreadily marketable tax-free municipal bonds of a domestic issuer maturing in three years or less from the date of acquisition thereof, banker’s acceptances which are rated "Aaa" or certificates of deposit issued better by any of the Lenders;
Moody's, or "AAA" or better by S&P; (f) demand deposit accounts or readily redeemable "money market mutual funds" sponsored by a bank meeting the requirements of CLAUSE (c) above, that has and maintains an investment policy limiting its investments having one primarily to instruments of the two highest ratings from Xxxxx’x types otherwise permitted in CLAUSE (a)-(e) hereof and which demand deposit accounts or S&P;
(g) extensions of credit in connection with trade receivables and overpayments of trade payables, in each case resulting from transactions money market mutual funds are maintained in the ordinary course of business;
; (hg) (i) loans, investments and capital contributions from any Company to any other Company, provided that any such loans, investments and capital contributions from any Company to an Excluded Specified Subsidiary shall be (x) solely in the form of loans made in connection with cash management activities in the ordinary course of business and (y) transfers for accounting and tax planning purposes in the ordinary course of business and (ii) Guaranties 58 48429166.1 by any Company of the Debt of any other Company, provided that neither the Borrower nor any of its Subsidiaries (other than the applicable Excluded Specified Subsidiary) shall guarantee Excluded Specified Debt;
(i) investments in the cash surrender value of life insurance policies issued by Persons with a financial rating from A.M. Best Company (as reported in Best’s Insurance Reports) of at least A+; provided, however, that if such Person’s financial rating is downgraded to less than A+, then within 90 days following such downgrading, either (i) such cash value life insurance policies will be transferred to another insurance company with a financial rating of at least A+, (ii) such cash value life insurance policies will be collapsed and the cash value thereof will be collected by the investing Company, or (iii) such investment will become an investment subject to the limitations of subparagraph (m) of this Section 6.5;
(j) the purchase of equity or debt securities of any Company, including the Borrower (but, in the case of equity securities of the Borrower, only to the extent permitted by Section 6.3);
(k) investments in Capital Stock or securities of or loans to or Guaranties of the Debt (including Permitted Priority Debt) of any Person engaged in the same or similar line of business as set forth on Schedule 3.17 hereto (or any reasonable extensions or expansions thereof) (i) in which a Company possesses (or will possess after such investment) an equity ownership interest in such Person or (ii) secured by the BorrowersBorrower’s interest in such business;
(l) in the ordinary course of business, investments in the Capital Stock of the Rural Telephone Bank, CoBank, or the National Rural Utilities Cooperative Finance Corporation, or any other lender from whom the investing Company is intending to borrow money which requires such Company to make an equity investment in such lender in order to so borrow;
(m) Guaranties of the Debt of the Borrower’s employee stock ownership plan;
(n) investments in readily marketable money market funds registered under the Investment Company Act of 1940 with an investment policy to hold at least 90% of its assets in cash and securities of a type described in subsections (d), (e) and (f) of this Section 6.5;
(o) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;
(p) investments consisting of non-cash consideration with respect to the sale of assets permitted by Section 6.7;
(q) any acquisition of stock or assets to the extent that the consideration is paid in the Capital Stock of the Borrower;
(r) (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively, or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; 48429166.1
(s) acquisition of in-region wirelines as part of capital expenditures program; and
(t) any loans, advances, Guarantiesextensions of credit, capital contributions and other investments which never exceed in the aggregate at any time 25% of Adjusted Consolidated Net Worth (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment between Restricted Companies or any cash repayment of any such loans, advances or Guarantees (to the extent funded); provided, however, that the aggregate amount at any time of such loans or advances to, Guaranties of, or investments in any joint venture that is not a Domestic Person, including any such joint venture that qualifies as a Subsidiary, shall not exceed $750,000,000 (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans or advances or Guarantees (to the extent funded); provided, that this Section 6.5 shall not restrict the investment by any Company of assets held or managed under any Plan.between Restricted
Appears in 1 contract
Loans, Advances and Investments. Except as permitted by Section 6.4(b7.4(b), no Company will make 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 (all of the foregoing, “Investments”), other than:
(a) Investments as of the Closing Restatement Effective Date;
(b) Acquisitions;
(c) expense accounts for and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time;
(i) investments in (or secured by) obligations of the United States of America and agencies thereof and obligations guaranteed by the United States of America maturing within one year from the date of acquisition: ; (ii) commercial paper rated A-2 or better by Xxxxx’x or P-2 or better by S&P; (iii) certificates of deposit, time deposits and banker’s acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capital, surplus, and undivided profits of not less than $100,000,000, and which certificates of deposit have one of the two highest ratings from Xxxxx’x or S&P, unless the Borrower has a written commitment to borrow funds from such commercial bank; (iv) repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; (v) in case of any Foreign foreign Subsidiary, (A) marketable direct obligations issued by, or unconditionally guaranteed by, sovereign nation in which such Person is organized and is conducting business or issued by any agency of such sovereign nation and backed by full faith and credit of such sovereign nation, in each case maturing within one year from date of acquisition, so long as indebtedness of such sovereign nation is rated at least A by S&P, A2 by Xxxxx’x or A mid by Dominion Bond Rating Service Limited or carries an equivalent rating from a comparable foreign rating agency or agency, (B) investments of type and maturity described in (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agenciesagencies or (C) any other Investments made in compliance with Cash Management Investment Policy of cash management group of QCII and its Subsidiaries with respect to cash investments, substantially as in effect on the Restatement Effective Date or as amended in any manner which does not materially increase risk profile of investments permitted thereunder taken as a whole;
(e) time deposits, banker’s acceptances or certificates of deposit issued by any of the Lenders;
(f) investments having one of the two highest ratings from Xxxxx’x or S&P;
(g) extensions of credit in connection with trade receivables and overpayments of trade payables, in each case resulting from transactions in the ordinary course of business;
(h) (i) loans, investments and capital contributions loans from any Company to any other Company, provided that investments by any such loansCompany in any other Company, investments and capital contributions from by any Company to an Excluded Specified Subsidiary shall be (x) solely in the form of loans made in connection with cash management activities in the ordinary course of business any other Company, and (y) transfers for accounting and tax planning purposes in the ordinary course of business and (ii) Guaranties 58 48429166.1 by any Company of the Debt of any other Company, provided that neither the Borrower nor any of its Subsidiaries (other than the applicable Excluded Specified Subsidiary) shall guarantee Excluded Specified Debt;
(i) investments in the cash surrender value of life insurance policies issued by Persons with a financial rating from A.M. Best Company (as reported in Best’s Insurance Reports) of at least A+; provided, however, that if such Person’s financial rating is downgraded to less than A+, then within 90 days following such downgrading, either (i) such cash value life insurance policies will be transferred to another insurance company with a financial rating of at least A+, (ii) such cash value life insurance policies will be collapsed and the cash value thereof will be collected by the investing Company, or (iii) such investment will become an investment subject to the limitations of subparagraph (m) of this Section 6.57.5;
(j) the purchase of equity or debt securities of any Company, including the Borrower (but, in the case of equity securities of the Borrower, only to the extent permitted by Section 6.37.3);
(k) investments in Capital Stock capital stock or securities of or loans to or Guaranties of the Debt (including Permitted Priority Debt) of any Person engaged in the same or similar line of business as set forth on Schedule 3.17 4.17 hereto (or any reasonable extensions or expansions thereof) (i) in which a Company possesses (or will possess after such investment) an equity ownership interest in such Person or (ii) secured by the BorrowersBorrowerBorrower’s interest in such business;
(l) in the ordinary course of business, investments in the Capital Stock capital stock of the Rural Telephone Bank, CoBank, or the National Rural Utilities Cooperative Finance Corporation, or any other lender from whom the investing Company is intending to borrow money which requires such Company to make an equity investment in such lender in order to so borrow;
(m) Guaranties of the Debt of the Borrower’s employee stock ownership plan;
(n) investments in readily marketable money market funds registered under the Investment Company Act of 1940 with an investment policy to hold at least 90% of its assets in cash and securities of a type described in subsections (d), (e) and (f) of this Section 6.57.5;
(o) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;
(p) investments consisting of non-cash consideration with respect to the sale of assets permitted by Section 6.77.7;
(q) any acquisition of stock or assets to the extent that the consideration is paid in the Capital Stock capital stock of the Borrower;
(r) (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively, or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; 48429166.1;
(s) acquisition of in-region wirelines as part of capital expenditures program;
(t) auction rate securities owned by QCII and its Subsidiaries on the Restatement Effective Date; and
(tu) any loans, advances, Guaranties, and investments which never exceed in the aggregate at any time 25% of Adjusted Consolidated Net Worth (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans, advances or Guarantees (to the extent funded); provided, however, that the aggregate amount at any time of such loans or advances to, Guaranties of, or investments in any joint venture that is not a Domestic Person, including any such joint venture that qualifies as a Subsidiary, shall not exceed $750,000,000 (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans or advances or Guarantees (to the extent funded); provided, that this Section 6.5 7.5 shall not restrict the investment by any Company of assets held or managed under any Plan.
Appears in 1 contract
Samples: Credit Agreement (Centurylink, Inc)
Loans, Advances and Investments. Except as permitted by Section 6.4(bThe Company will not, and will not permit any Subsidiary to, make or permit to remain outstanding, any loan or advance to, or extend loans, advances or credit to (other than loans, advances or credit extended in the normal course of business to any Person who is not an Affiliate of the Company), no Company will or own, purchase or acquire any stock, obligations or securities of, or any other interest in, or make any loan, advance, extension of credit, or capital contribution to, make any investment inPerson (other than repurchases of capital stock that is subsequently retired or classified as treasury stock of the Company), or purchase or commit to purchase do any stock or other securities or evidences of Debt ofthe foregoing, or interests in, any other Person (all of the foregoing, foregoing collectively being “Investments”), other thanexcept for:
(a) Investments as of the Closing Datein any Wholly Owned Subsidiary;
(b) AcquisitionsInvestments in any Subsidiary or a corporation which immediately after the purchase or acquisition of such stock, obligations, or other securities will be a Subsidiary;
(c) expense accounts for obligations backed by the full faith and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time;
(i) investments in (or secured by) obligations credit of the United States of America and agencies thereof Government (whether issued by the United States Government or an agency thereof), and obligations guaranteed by the United States of America maturing Government, in each case which mature within one year from the date of acquisition: (ii) commercial paper rated A-2 or better by Xxxxx’x or P-2 or better by S&P; (iii) certificates of deposit, time deposits and banker’s acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capital, surplus, and undivided profits of not less than $100,000,000, and which certificates of deposit have one of the two highest ratings from Xxxxx’x or S&P, unless the Borrower has a written commitment to borrow funds from such commercial bank; (iv) repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; (v) in case of any Foreign Subsidiary, (A) marketable direct obligations issued by, or unconditionally guaranteed by, sovereign nation in which such Person is organized and is conducting business or issued by any agency of such sovereign nation and backed by full faith and credit of such sovereign nation, in each case maturing within one year from date of acquisition, so long as indebtedness of such sovereign nation is rated at least A by S&P, A2 by Xxxxx’x or A mid by Dominion Bond Rating Service Limited or carries an equivalent rating from a comparable foreign rating agency or (B) investments of type and maturity described in (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agenciesacquired;
(ed) demand and time depositsdeposits with, banker’s acceptances Eurodollar deposits with, or certificates of deposit issued by any commercial bank or trust company (i) organized under the laws of the LendersUnited States, or any of its states, or having branch offices therein, (ii) having equity capital in excess of $500,000,000 and (iii) who issues either (A) senior debt securities rated A or better by S&P, A2 or better by Xxxxx’x or (B) commercial paper rated A-1 or better by S&P or P-1 or better by Xxxxx’x, in each case payable in the United States in United States dollars and which in each case mature within one year from the date acquired;
(e) readily marketable commercial paper rated as A-1 or better by S&P or Prime-1 or better by Xxxxx’x and maturing not more than 270 days from the date acquired;
(f) investments having one loans or advances to officers, directors and employees of the two highest ratings from Xxxxx’x Company or S&Pany Subsidiary so long as (i) the loans or advances are used to (A) purchase shares in connection with any of the Company’s stock option or award programs, as approved by the Board of Directors of the Company acting in good faith, or (B) pay any tax liability incurred at the time of exercise of any stock options issued pursuant to such a program and (ii) the shares are pledged to the Company to secure those loans or advances;
(g) extensions Investments of credit in connection with trade receivables and overpayments of trade payables, in each case resulting from transactions the type described in the ordinary course “Investment Guidelines” of businessthe Company dated July 1997, revised March 1999, a copy of which is attached hereto as Schedule 6M(g);
(h) (i) loansInvestments in prepaid expenses, investments negotiable instruments held for collection and capital contributions from any Company lease, utility, workers’ compensation, performance and similar deposits, in each case to any other Company, provided that any such loans, investments and capital contributions from any Company to an Excluded Specified Subsidiary shall be (x) solely in the form of loans made in connection with cash management activities used in the ordinary course of business of the Company and its Subsidiaries;
(yi) transfers for accounting current assets arising from the sale of goods and tax planning purposes services in the ordinary course of business and (ii) Guaranties 58 48429166.1 by any Company of the Debt of any other Company, provided that neither the Borrower nor any of Company and its Subsidiaries (other than the applicable Excluded Specified Subsidiary) shall guarantee Excluded Specified Debt;
(i) investments in the cash surrender value of life insurance policies issued by Persons with a financial rating from A.M. Best Company (as reported in Best’s Insurance Reports) of at least A+; provided, however, that if such Person’s financial rating is downgraded to less than A+, then within 90 days following such downgrading, either (i) such cash value life insurance policies will be transferred to another insurance company with a financial rating of at least A+, (ii) such cash value life insurance policies will be collapsed and the cash value thereof will be collected by the investing Company, or (iii) such investment will become an investment subject to the limitations of subparagraph (m) of this Section 6.5Subsidiaries;
(j) the purchase Investments received in settlement of equity litigation, bankruptcy proceedings or debt securities of any Company, including the Borrower (but, in the case good faith settlement of equity securities of the Borrower, only to the extent permitted by Section 6.3)debt;
(k) investments Investments in Capital Stock or securities of or loans to or Guaranties of existence on the Debt (including Permitted Priority Debt) of any Person engaged in the same or similar line of business date hereof as set forth on Schedule 3.17 hereto (or any reasonable extensions or expansions thereof) (i) in which a Company possesses (or will possess after such investment) an equity ownership interest in such Person or (ii) secured by the BorrowersBorrower’s interest in such business6M(k);
(l) in the ordinary course purchase or redemption of business, investments in the Capital Stock any Note pursuant to paragraph 4B or 4C of this Agreement and purchase or redemption of the Rural Telephone Bank, CoBank, or the National Rural Utilities Cooperative Finance Corporation, or Ratable Portion of any other lender from whom the investing Company is intending to borrow money which requires such Company to make an equity investment Indebtedness in such lender in order to so borrowaccordance with paragraph 6E or 6H of this Agreement;
(m) Guaranties of Investments made by the Debt of the BorrowerCompany’s employee stock ownership plan;Top Hat Plan and Deferred Compensation Plan; and
(n) investments in readily marketable money market funds registered under the Investment Company Act of 1940 with an investment policy to hold at least 90% of its assets in cash and securities of a type described in subsections (d), (e) and (f) of this Section 6.5;
(o) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case Investments other than those set forth in the ordinary course of business;
preceding clauses (pa) investments consisting of non-cash consideration with respect to the sale of assets permitted by Section 6.7;
through (q) any acquisition of stock or assets to the extent that the consideration is paid in the Capital Stock of the Borrower;
(r) (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively, or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; 48429166.1
(s) acquisition of in-region wirelines as part of capital expenditures program; and
(t) any loans, advances, Guaranties, and investments which never exceed in the aggregate at any time 25% of Adjusted Consolidated Net Worth (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans, advances or Guarantees (to the extent fundedm); providedprovided that, howeverat the time of making the Investment, that the aggregate amount at any time of all such loans or advances to, Guaranties of, or investments in any joint venture that is not a Domestic PersonInvestments, including any such joint venture that qualifies as a Subsidiarythe subject Investment, shall valued at the greater of the original cost or Fair Market Value thereof, does not exceed $750,000,000 (valued on the basis 5% of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans or advances or Guarantees (to the extent funded); provided, that this Section 6.5 shall not restrict the investment by any Company of assets held or managed under any PlanConsolidated Assets.
Appears in 1 contract
Loans, Advances and Investments. Except as permitted by Section 6.4(b)The Borrower will not, no Company nor will make it permit any loan, advance, extension of credit, or capital contribution Consolidated Subsidiary to, make or suffer to exist any investment inInvestments, or purchase or commit to purchase any stock or other securities or evidences of Debt ofcommitments therefor, or interests in, any other Person (all of the foregoing, “Investments”), other than:except
(a) Investments as of the Closing Date;
(b) Acquisitions;
(c) expense accounts for and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time;
(i) investments in (or secured by) Marketable direct obligations of the United States of America and agencies thereof and America, or an instrumentality or agency thereof, having a remaining term to maturity of not more than one year;
(b) Certificates of deposit or other obligations guaranteed by the United States having a remaining term to maturity of America maturing within not more than one year from and issued by a Lender or any other national or state bank or trust company having capital, surplus and undivided profits in excess of $250,000,000 in the date aggregate;
(c) Other certificates of acquisition: deposit having a remaining term to maturity of not more than one year and issued by a bank or other financial institution approved in accordance with the Borrower's corporate investment guidelines and procedures provided that the aggregate outstanding principal amount of all such certificates of deposit shall not at any one time exceed $1,000,000;
(d) Time deposits in any currency having a remaining term to maturity of not more than one year and held by (i) foreign branches of American banks, each such bank having capital, surplus and undivided profits in excess of $250,000,000, or (ii) commercial paper rated A-2 foreign banks, each such bank having total capital, surplus and undivided profits in excess of $250,000,000 or better by Xxxxx’x or P-2 or better by S&P; its equivalent in other currencies;
(iiie) certificates For a period not in excess of depositone year, time deposits and banker’s acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws (i) marketable direct obligations of the United States of America America, or any state thereof and having combined capitalan instrumentality or agency thereof, surplus, and undivided profits of not less than $100,000,000, and which certificates of deposit have one or (ii) instruments fully supported by marketable direct obligations of the two highest ratings from Xxxxx’x United States of America, or S&Pan instrumentality or agency thereof, unless the Borrower has a written commitment to borrow funds from such commercial bank; (iv) repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause or (iii) above; (v) in case of any Foreign Subsidiary, (A) marketable direct obligations issued by, or unconditionally guaranteed by, sovereign nation in which such Person is organized and is conducting business or issued by any agency of such sovereign nation and backed by full faith and credit of such sovereign nation, in each case open market commercial paper maturing within one year after acquisition of such commercial paper, which is rated A1 or better by S&P or P1 or better by Xxxxx'x; in each case, purchased by the Borrower or a Consolidated Subsidiary and actually delivered to or held by a Dealer for the account of the Borrower or a Consolidated Subsidiary under a repurchase agreement with the Dealer from which such obligations or commercial paper was purchased obligating such Dealer to repurchase such obligations or commercial paper within fourteen calendar days after the date of acquisition, so long as indebtedness of such sovereign nation is rated at least A by S&P, A2 by Xxxxx’x or A mid by Dominion Bond Rating Service Limited or carries an equivalent rating from a comparable foreign rating agency or (B) investments of type and maturity described in (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies;
(e) time deposits, banker’s acceptances or certificates of deposit issued by any of the Lendersrepurchase agreement;
(f) investments having Open-market commercial paper maturing within one of year after the two highest ratings from Xxxxx’x acquisition thereof, which is rated A1 or S&Pbetter by S&P or P1 or better by Xxxxx'x;
(g) extensions of credit in connection with trade receivables and overpayments of trade payables, in each case resulting from transactions Investments in the ordinary course capital stock of businessa Consolidated Subsidiary;
(h) (i) loans, investments Loans and capital contributions from any Company to any other Company, provided that any such loans, investments and capital contributions from any Company to an Excluded Specified Subsidiary shall be (x) solely in the form of loans made in connection with cash management activities in the ordinary course of business and (y) transfers for accounting and tax planning purposes in the ordinary course of business and (ii) Guaranties 58 48429166.1 advances by any Company of the Debt of any other Company, provided that neither the Borrower nor any of its Subsidiaries (other than the applicable Excluded Specified to a Consolidated Subsidiary) shall guarantee Excluded Specified Debt;
(i) investments in the cash surrender value of life insurance policies issued Loans and advances by Persons with a financial rating from A.M. Best Company (as reported in Best’s Insurance Reports) of at least A+; provided, however, that if such Person’s financial rating is downgraded Consolidated Subsidiary to less than A+, then within 90 days following such downgrading, either (i) such cash value life insurance policies will be transferred to another insurance company with a financial rating of at least A+, (ii) such cash value life insurance policies will be collapsed and the cash value thereof will be collected by the investing Company, any other Consolidated Subsidiary or (iii) such investment will become an investment subject to the limitations of subparagraph (m) of this Section 6.5Borrower;
(j) Investments in any Person not otherwise permitted by this Section 6.17, which together with all other Investments at the purchase time outstanding under this Section 6.17(j), do not exceed 12.5% of equity or debt securities Consolidated Adjusted Net Worth provided that at least 66-2/3% of any Company, including such Investments are reasonably related to the same fields of enterprise as those in which the Borrower and the Consolidated Subsidiaries are now engaged; and
(butk) Investments made by the Borrower or a Consolidated Subsidiary provided that, after giving effect to any such Investment, (i) the aggregate amount of all such Investments existing on the date of such proposed action shall not exceed (x) $750,000,000 plus (y) 75% (or in the case of equity securities a deficit, minus 100%) of the BorrowerConsolidated Net Income for the period commencing on June 1, 1997 and ending on and including the date of any such proposed action (the "Computation Period") plus (z) the aggregate amount of the net cash proceeds received by the Borrower during the Computation Period from the sale of its stock and Indebtedness of the Borrower convertible into stock of the Borrower (but only to the extent permitted by Section 6.3that any such Indebtedness has been converted into shares of such stock during such period);
(k) investments in Capital Stock or securities of or loans to or Guaranties of the Debt (including Permitted Priority Debt) of any Person engaged in the same or similar line of business as set forth on Schedule 3.17 hereto (or any reasonable extensions or expansions thereof) (i) in which a Company possesses (or will possess after such investment) an equity ownership interest in such Person or , and (ii) secured by there shall exist no Default or Unmatured Default. In determining from time to time the BorrowersBorrower’s interest in such business;
(l) in the ordinary course of business, investments in the Capital Stock amount of the Rural Telephone Bank, CoBank, or the National Rural Utilities Cooperative Finance Corporation, or any other lender from whom the investing Company is intending to borrow money which requires such Company to make an equity investment in such lender in order to so borrow;
(m) Guaranties of the Debt of the Borrower’s employee stock ownership plan;
(n) investments in readily marketable money market funds registered under the Investment Company Act of 1940 with an investment policy to hold at least 90% of its assets in cash and securities of a type described in subsections (d), (e) and (f) of Investments permitted by this Section 6.5;
(o) investments received in connection with 6.17, loans and advances shall be taken at the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in principal amount thereof then remaining unpaid at the ordinary course of business;
(p) investments consisting of non-cash consideration with respect to the sale of assets permitted by Section 6.7;
(q) any acquisition of stock or assets to the extent that the consideration is paid in the Capital Stock of the Borrower;
(r) (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively, or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; 48429166.1
(s) acquisition of in-region wirelines as part of capital expenditures program; and
(t) any loans, advances, Guaranties, and investments which never exceed in the aggregate at any time 25% of Adjusted Consolidated Net Worth (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans, advances or Guarantees (to the extent funded); provided, however, that the aggregate amount at any time of such loans or advances todetermination and other Investments shall be taken at the original cost thereof, Guaranties of, or investments in any joint venture that is not a Domestic Person, including any such joint venture that qualifies as a Subsidiary, shall not exceed $750,000,000 (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net regardless of any cash return representing return of capital in respect of any such investment subsequent appreciation or any cash repayment of any such loans or advances or Guarantees (to the extent funded); provided, that this Section 6.5 shall not restrict the investment by any Company of assets held or managed under any Plandepreciation therein.
Appears in 1 contract
Samples: Credit Agreement (FDX Corp)
Loans, Advances and Investments. Except as permitted by Section 6.4(b)(i) loans or advances to any Subsidiary,
(ii) Purchased Common Stock,
(iii) stock, no Company will make any loan, advance, extension obligations or securities of credit, a Subsidiary or capital contribution to, make any investment in, or of a Person which immediately after such purchase or commit to purchase any stock or other securities or evidences of Debt acquisition will be a Subsidiary,
(iv) (a) direct obligations of, or interests inobligations guaranteed by, any other Person (all of the foregoing, “Investments”), other than:
(a) Investments as of the Closing Date;
(b) Acquisitions;
(c) expense accounts for and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time;
(i) investments in (or secured by) obligations of the United States of America America, (b) certificates of deposit and agencies thereof banker's acceptances (and obligations guaranteed by repurchase agreements with respect to same) in each case payable in the United States of America in United States dollars and maturing within not more than one year from the date of acquisition: purchase and issued by a commercial bank located and incorporated in the United States or Canada with capital and surplus in excess of $250 million (iiU.S.), (c) commercial paper rated A-2 P-1 by Xxxxx'x Investors Service, Inc. ("Moody's") or A-1 by Standard & Poor's Corporation ("S&P") and maturing not more than one year from the date of purchase thereof and (d) bonds, debentures, notes or similar debt obligations issued by a United States domiciled corporation or by a state or municipality which are rated "A" or better by Xxxxx’x Moody's or P-2 or better by S&P; (iii) certificates of deposit, time deposits S&P and banker’s acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capital, surplus, and undivided profits of not less than $100,000,000, and which certificates of deposit have one of the two highest ratings from Xxxxx’x or S&P, unless the Borrower has a written commitment to borrow funds from such commercial bank; (iv) repurchase agreements with a term of mature not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying two years from the criteria described in clause (iii) above; date of purchase,
(v) stock, obligations or securities received in case settlement of any Foreign Subsidiary, debts (A) marketable direct obligations issued by, or unconditionally guaranteed by, sovereign nation in which such Person is organized and is conducting business or issued by any agency of such sovereign nation and backed by full faith and credit of such sovereign nation, in each case maturing within one year from date of acquisition, so long as indebtedness of such sovereign nation is rated at least A by S&P, A2 by Xxxxx’x or A mid by Dominion Bond Rating Service Limited or carries an equivalent rating from a comparable foreign rating agency or (B) investments of type and maturity described in (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies;
(e) time deposits, banker’s acceptances or certificates of deposit issued by any of the Lenders;
(f) investments having one of the two highest ratings from Xxxxx’x or S&P;
(g) extensions of credit in connection with trade receivables and overpayments of trade payables, in each case resulting from transactions created in the ordinary course of business;) owing to the Company or any Subsidiary,
(hvi) (i) loans, investments travel and capital contributions from any Company other like advances to any other Company, provided that any such loans, investments officers and capital contributions from any Company to an Excluded Specified Subsidiary shall be (x) solely in the form of loans made in connection with cash management activities in the ordinary course of business and (y) transfers for accounting and tax planning purposes in the ordinary course of business and (ii) Guaranties 58 48429166.1 by any Company employees of the Debt of any other Company, provided that neither the Borrower nor any of its Subsidiaries (other than the applicable Excluded Specified Subsidiary) shall guarantee Excluded Specified Debt;
(i) investments in the cash surrender value of life insurance policies issued by Persons with Company or a financial rating from A.M. Best Company (as reported in Best’s Insurance Reports) of at least A+; provided, however, that if such Person’s financial rating is downgraded to less than A+, then within 90 days following such downgrading, either (i) such cash value life insurance policies will be transferred to another insurance company with a financial rating of at least A+, (ii) such cash value life insurance policies will be collapsed and the cash value thereof will be collected by the investing Company, or (iii) such investment will become an investment subject to the limitations of subparagraph (m) of this Section 6.5;
(j) the purchase of equity or debt securities of any Company, including the Borrower (but, in the case of equity securities of the Borrower, only to the extent permitted by Section 6.3);
(k) investments in Capital Stock or securities of or loans to or Guaranties of the Debt (including Permitted Priority Debt) of any Person engaged in the same or similar line of business as set forth on Schedule 3.17 hereto (or any reasonable extensions or expansions thereof) (i) in which a Company possesses (or will possess after such investment) an equity ownership interest in such Person or (ii) secured by the BorrowersBorrower’s interest in such business;
(l) Subsidiary in the ordinary course of business, investments in ,
(vii) the Capital Stock cash value of life insurance policies owned by the Company on the lives of members of the Rural Telephone Bank, CoBank, or the National Rural Utilities Cooperative Finance Corporation, or any other lender from whom the investing Company is intending to borrow money which requires such Company to make an equity investment in such lender in order to so borrow;Company's management,
(mviii) Guaranties of loans, advances and investments existing on the Debt of the Borrower’s employee stock ownership plan;
(n) investments in readily marketable money market funds registered under the Investment Company Act of 1940 with an investment policy to hold at least 90% of its assets in cash and securities of a type described in subsections (ddate hereof as set forth on Schedule 6C(3), (e) and (f) of this Section 6.5;
(o) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;
(p) investments consisting of non-cash consideration with respect to the sale of assets permitted by Section 6.7;
(q) any acquisition of stock or assets to the extent that the consideration is paid in the Capital Stock of the Borrower;
(r) (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively, or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; 48429166.1
(s) acquisition of in-region wirelines as part of capital expenditures program; and
(tix) any loans, advances, Guaranties, and investments which never exceed in the aggregate at any time 25% of Adjusted Consolidated Net Worth (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such other loans, advances or Guarantees (to the extent funded); providedand investments, however, provided that the aggregate amount thereof (determined using original cost in the case of investments) shall at any no time exceed 10% of such loans or advances to, Guaranties of, or investments in any joint venture that is not a Domestic Person, including any such joint venture that qualifies as a Subsidiary, shall not exceed $750,000,000 (valued on the basis of original cost, plus subsequent cash and stock additions, less any write-down in value), net of any cash return representing return of capital in respect of any such investment or any cash repayment of any such loans or advances or Guarantees (to the extent funded); provided, that this Section 6.5 shall not restrict the investment by any Company of assets held or managed under any Plan.Consolidated Tangible Net Worth;
Appears in 1 contract
Samples: Private Shelf Agreement (Zero Corp)
