Loans, Investments, Guarantees, Etc. No Borrower shall, directly or indirectly, make any loans or advance money or property to any Person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPT: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government; (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender; and (iii) commercial paper rated A1 or P1; PROVIDED, THAT, as to any of the foregoing, unless waived in writing by Lender, each Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) the guarantees set forth in the Information Certificate of such Borrower; (d) the guarantees issued or, to the extent required by the terms of the indenture governing the Senior Notes as in effect on the date of this Agreement or any indenture governing notes issued in replacement of the Senior Notes; PROVIDED THAT, such replacement notes do not provide for a higher interest rate, a maturity date or any principal payments during the term of this Agreement, and otherwise contain provisions reasonably satisfactory to Lender and the holders of such replacement notes have executed agreements providing for the subordination of such notes to the Obligations on terms and conditions reasonably satisfactory to Lender; (e) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereof; (f) the guarantees issued in favor of Congress (Canada) with respect to the obligations of GL Canada under the Canadian Facility; (g) loans or advances to, or investments in, or purchases or repurchases of the stock, assets or indebtedness of another Borrower, GL Canada or GL UK or guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada or GL UK; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (ii) such loans, advances, investments, purchases or repurchases do not violate the capitalization requirements of any Borrower, under applicable laws; (h) loans or advances to GIFL or GLC; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Borrower, under applicable laws, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLC, as the case may be, to GL Canada or GL UK; (i) loans or advances to GLC (i) for the purpose of paying interest due under the Senior Notes, (ii) for the purpose of paying management fees to the Sponsors or any of their affiliates in an aggregate amount for all Borrowers not to exceed Seven Hundred Thousand Dollars ($700,000) less amounts paid by GL UK or GL Canada to GLC for such purpose in any fiscal year of Borrowers (except that Borrowers may make an additional one-time loan or advance to GLC in an amount not to exceed One Hundred Seventy Five Thousand Dollars ($175,000) for the purpose of paying unpaid management fees to the Sponsors or any of their affiliates earned during Borrowers' 1999 fiscal year) and (iii) for the other purposes set forth in SCHEDULE 9.10 attached hereto in an aggregate amount for all Borrowers not to exceed Twenty One Million Dollars ($21,000,000) less amounts paid by GL UK or GL Canada to GLC for such purposes in any fiscal year of Borrowers; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances and (ii) such loans or advances do not violate the capitalization requirements of any Borrower under applicable laws; (j) loans or advances to, or guarantees or the assumption of letter of credit obligations for the benefit of, GLC or a Subsidiary of GLC (other than a Borrower, GL Canada or GL UK); PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, (ii) such loans, advances, guarantees or assumption of letter of credit obligations do not violate the capitalization requirements of any Borrower under applicable laws, (iii) if such loans, advances, guarantees or assumption of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, or if such loans, advances, guarantees or assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, the rights to which have been collaterally pledged to Lender; and (k) other outstanding loans or advances by all Borrowers not to exceed One Million Dollars ($1,000,000) in the aggregate at any time.
Appears in 1 contract
Loans, Investments, Guarantees, Etc. No Borrower shallBorrowers shall not, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPT:
: (a) the endorsement of instruments for collection or deposit in the ordinary course of business;
; (b) investments in: (i) short-term direct obligations of the United States Government; Government or any agency or instrumentality thereof, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such any Borrower or to bearer and delivered to Lender; Lender and overnight bank deposits with such banks, and (iii) commercial paper rated A1 or P1; PROVIDEDprovided, THATthat, as to any of the foregoing, unless waived in writing by Lender, each Borrower Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments;
, (c) the guarantees set forth in the Information Certificate of such Borrower;
Certificate, (d) the guarantees issued or, to the extent required by the terms of the indenture governing the Senior Notes as in effect on the date of this Agreement or any indenture governing notes issued in replacement of the Senior Notes; PROVIDED THAT, such replacement notes do not provide for a higher interest rate, a maturity date or any principal payments during the term of this Agreement, and otherwise contain provisions reasonably satisfactory to Lender and the holders of such replacement notes have executed agreements providing for the subordination of such notes to the Obligations on terms and conditions reasonably satisfactory to Lender;
(e) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereof;
(f) the guarantees issued in favor of Congress (Canada) unsecured obligations with respect to the surety and appeal bonds, performance bond and other obligations of GL Canada under a like nature incurred in the Canadian Facility;
(g) loans or advances to, or investments in, or purchases or repurchases ordinary course of the stock, assets or indebtedness of another Borrower, GL Canada or GL UK or guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada or GL UK; PROVIDED THATBorrowers' business, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (ii) such loans, advances, investments, purchases or repurchases do not violate the capitalization requirements of any Borrower, under applicable laws;
(he) loans or advances to GIFL or GLC; PROVIDED THATemployees in the ordinary course of Borrowers' business for travel, entertainment and relocation expenses and the like, not to exceed $500,000 at any one time outstanding (i) no Event existing guarantees of Defaultthe obligations of Project-Pros, or an event which with notice or passage Inc. not in excess of the aggregate amount of $500,000 at any one time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advancesoutstanding, (iif) such loans or advances do not violate investments by Borrowers existing on the capitalization requirements of any Borrower, under applicable lawsdate hereof, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLC, as the case may be, to GL Canada or GL UK;
(i) loans or advances to GLC (i) for the purpose of paying interest due under the Senior Notes, (ii) for the purpose of paying management fees to the Sponsors or any of their affiliates in an aggregate amount for all Borrowers not to exceed Seven Hundred Thousand Dollars ($700,000) less amounts paid by GL UK or GL Canada to GLC for such purpose in any fiscal year of Borrowers (except that Borrowers may make an additional one-time loan or advance to GLC in an amount not to exceed One Hundred Seventy Five Thousand Dollars ($175,000) for the purpose of paying unpaid management fees to the Sponsors or any of their affiliates earned during Borrowers' 1999 fiscal year) and (iii) for the other purposes set forth in SCHEDULE 9.10 attached hereto in an aggregate amount for all Borrowers not to exceed Twenty One Million Dollars ($21,000,000) less amounts paid by GL UK or GL Canada to GLC for such purposes in any fiscal year of Borrowers; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances and (ii) such loans or advances do not violate the capitalization requirements of any Borrower under applicable laws;
(j) loans or advances to, or guarantees or the assumption of letter of credit obligations for the benefit of, GLC or a Subsidiary of GLC (other than a Borrower, GL Canada or GL UK); PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, (ii) such loans, advances, guarantees or assumption of letter of credit obligations do not violate the capitalization requirements of any Borrower under applicable laws, (iii) if such loans, advances, guarantees or assumption of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, or if such loans, advances, guarantees or assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, the rights to which have been collaterally pledged to Lender; and
(kg) other outstanding loans or advances investments approved under any order hereafter entered by all Borrowers not to exceed One Million Dollars ($1,000,000) the Bankruptcy Court in the aggregate at any timeChapter 11 Case or approved in writing by the Lender.
Appears in 1 contract
Loans, Investments, Guarantees, Etc. No Borrower shallshall not, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPT:
except: (a) loans by Borrower to Statia Canada in an aggregate amount not to exceed $5,000,000 in any fiscal year of Borrower, and loans by Borrower to Statia Terminals Delaware, Inc. and Statia Delaware Hold Co. II, Inc. in an aggregate outstanding amount not to exceed at any given time, $1,000,000, provided that, in each instance and at the time any such loan is to be made (i) no Event of Default shall exist or have occurred and be continuing or result from such loan and (ii) the Borrower has Excess Availability, as determined by Lender immediately after giving effect to the making such loans, of not less than $1,000,000; (b) the endorsement of instruments for collection or deposit in the ordinary course of business;
; (bc) investments in: (i) short-term direct obligations of the United States Government; , (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender; , and (iii) commercial paper rated A1 or P1; PROVIDED, THAT, as to any of the foregoing, unless waived in writing by Lender, each Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments;
(c) the guarantees set forth in the Information Certificate of such Borrower;
and (d) the loans, advances and guarantees issued orset forth on Schedule 9.10 hereto or as permitted or not otherwise prohibited under Sections 4.03 and 4.12 of the Indenture; provided, that, as to the extent required by such loans, advances and guarantees, (i) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, including amending or modifying Sections 4.03 and 4.12 of the indenture governing the Senior Notes Indenture as in effect on the date of this Agreement hereof, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any indenture governing notes issued in replacement of the Senior Notes; PROVIDED THATsums for such purpose, such replacement notes do not provide for a higher interest rate, a maturity date or any principal payments during the term of this Agreement, and otherwise contain provisions reasonably satisfactory to Lender and the holders of such replacement notes have executed agreements providing for the subordination of such notes except to the Obligations on terms and conditions reasonably satisfactory to Lender;
(e) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereof;
(f) extent expressly provided for in the guarantees issued in favor of Congress (Canada) with respect to Indenture, provided that, after giving effect thereto, the obligations of GL Canada under the Canadian Facility;
(g) loans or advances to, or investments in, or purchases or repurchases of the stock, assets or indebtedness of another Borrower, GL Canada or GL UK or guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada or GL UK; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute same shall not create an Event of DefaultDefault hereunder, exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (ii) Borrower shall furnish to Lender all notices or demands in connection with such loans, advancesadvances or guarantees or other indebtedness subject to such guarantees either received by Borrower or on its behalf, investments, purchases or repurchases do not violate promptly after the capitalization requirements of any Borrower, under applicable laws;
(h) loans or advances to GIFL or GLC; PROVIDED THAT, (i) no Event of Defaultreceipt thereof, or an event which sent by Borrower or on its behalf, concurrently with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Borrower, under applicable laws, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLCsending thereof, as the case may be, to GL Canada or GL UK;
(i) loans or advances to GLC (i) for the purpose of paying interest due under the Senior Notes, (ii) for the purpose of paying management fees to the Sponsors or any of their affiliates in an aggregate amount for all Borrowers not to exceed Seven Hundred Thousand Dollars ($700,000) less amounts paid by GL UK or GL Canada to GLC for such purpose in any fiscal year of Borrowers (except that Borrowers may make an additional one-time loan or advance to GLC in an amount not to exceed One Hundred Seventy Five Thousand Dollars ($175,000) for the purpose of paying unpaid management fees to the Sponsors or any of their affiliates earned during Borrowers' 1999 fiscal year) and (iii) for the other purposes set forth in SCHEDULE 9.10 attached hereto in an aggregate amount for all Borrowers not to exceed Twenty One Million Dollars ($21,000,000) less amounts paid by GL UK or GL Canada to GLC for such purposes in any fiscal year of Borrowers; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances and (ii) such loans or advances do not violate the capitalization requirements of any Borrower under applicable laws;
(j) loans or advances to, or guarantees or the assumption of letter of credit obligations for the benefit of, GLC or a Subsidiary of GLC (other than a Borrower, GL Canada or GL UK); PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, (ii) such loans, advances, guarantees or assumption of letter of credit obligations do not violate the capitalization requirements of any Borrower under applicable laws, (iii) if such loans, advances, guarantees or assumption of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, or if such loans, advances, guarantees or assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, the rights to which have been collaterally pledged to Lender; and
(k) other outstanding loans or advances by all Borrowers not to exceed One Million Dollars ($1,000,000) in the aggregate at any time.
Appears in 1 contract
Samples: Loan and Security Agreement (Seven Seas Steamship Co Nv)
Loans, Investments, Guarantees, Etc. No Borrower Corporate Obligor shall, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person person or agree to do any of the foregoing, EXCEPTexcept:
(ai) the endorsement of instruments for collection or deposit in the ordinary course of business;
(bii) investments in: (i1) short-term direct obligations of the United States Government; Kingdom and (ii2) negotiable certificates of deposit issued by any bank satisfactory to LenderBurdale, payable to the order of such Borrower the relevant Corporate Obligor or to bearer and delivered to Lender; and (iii) commercial paper rated A1 or P1; PROVIDEDBurdale, THAT, PROVIDED THAT as to any of the foregoing, unless waived in writing by LenderBurdale, each Borrower the relevant Corporate Obligor shall take such actions as are deemed necessary by Lender Burdale to perfect the security interest of Lender Burdale in such investments;
(ciii) the guarantees set forth in the Information Certificate of such Borrowereach Corporate Obligor;
(d) the guarantees issued or, to the extent required by the terms of the indenture governing the Senior Notes as in effect on the date of this Agreement or any indenture governing notes issued in replacement of the Senior Notes; PROVIDED THAT, such replacement notes do not provide for a higher interest rate, a maturity date or any principal payments during the term of this Agreement, and otherwise contain provisions reasonably satisfactory to Lender and the holders of such replacement notes have executed agreements providing for the subordination of such notes to the Obligations on terms and conditions reasonably satisfactory to Lender;
(eiv) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereofClause 14(a) and 14(f) ;
(f) the guarantees issued in favor of Congress (Canada) with respect to the obligations of GL Canada under the Canadian Facility;
(gv) loans or advances to, or investments in, or purchases or repurchases of the stockshares, assets or indebtedness of another Borrower, a Borrower or GL Canada or GL UK or guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada a Borrower or GL UKCanada; PROVIDED THATprovided that, (i1) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, Default exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (ii2) such loans, advances, investments, purchases or repurchases do not violate the capitalization capitalisation requirements of any Borrower, the relevant Corporate Obligor under applicable laws;
(hvi) loans or advances to GIFL or GLC; PROVIDED THATprovided that, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, Default exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization capitalisation requirements of any Borrower, the relevant Corporate Obligor under applicable laws, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLC, as the case may be, to GL Canada or GL UKa Borrower;
(ivii) loans or advances to the GLC (i1) for the purpose of paying interest due under the Senior Notes, (ii2) for the purpose of paying management fees to the Sponsors (as defined in the Loan Agreement) or any of their affiliates in an aggregate amount for all Borrowers not to exceed the Sterling equivalent of Seven Hundred Thousand Dollars ($700,000) less amounts paid by GL UK any Borrower or GL Canada to GLC for such purpose in any fiscal year of Borrowers (except that Borrowers may make an additional one-time loan the Company, or advance loans or advances to GLC for the purposes set forth in Schedule 9.10 of the Loan Agreement in an aggregate amount not to exceed One Hundred Seventy Five Thousand Dollars (the Sterling equivalent of $175,000) for the purpose of paying unpaid management fees to the Sponsors or any of their affiliates earned during Borrowers' 1999 fiscal year) and (iii) for the other purposes set forth in SCHEDULE 9.10 attached hereto in an aggregate amount for all Borrowers not to exceed Twenty One Million Dollars ($21,000,000) 23,000,000 less amounts paid by GL UK the Borrowers or GL Canada to GLC for such purposes in any fiscal year of Borrowers; the Company PROVIDED THAT, (i1) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances and (ii) such loans or advances do not violate the capitalization requirements of any Borrower under applicable laws;
(j) loans or advances to, or guarantees or the assumption of letter of credit obligations for the benefit of, GLC or a Subsidiary of GLC (other than a Borrower, GL Canada or GL UK); PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, Default exists or has occurred and is continuing immediately prior to and after giving effect to such loans, advances, guarantees or the assumption of letter of credit obligations, (ii2) such loans, advances, guarantees or the assumption of letter of credit obligations do not violate the capitalization capitalisation requirements of any Borrower the relevant Corporate Obligor under applicable laws;
(viii) loans or advances to, or guarantees or the assumption of letter of credit obligations for the benefit of GLC or a Subsidiary of GLC (other than a Borrower, GL Canada) PROVIDED THAT (1) no Default exists or has occurred and is not continuing immediately prior to and after giving effect to such loans, advances, guarantees, (2) such loans, advances, guarantees or the assumption of letter of credit obligations do not violate the capitalisation requirements of the relevant Corporate Obligor under applicable laws, (iii3) if such loans, advances, guarantees or assumption of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or the assumption of letter of credit obligations, obligations or if such loans, advances, guarantees or the assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or the assumption of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, the rights to which have been collaterally pledged to LenderBurdale; and
(kix) other outstanding loans or advances by all Borrowers the Corporate Obligors not to exceed in aggregate the Sterling equivalent of One Million Dollars ($1,000,000) in the aggregate at any time.
Appears in 1 contract
Loans, Investments, Guarantees, Etc. No Each Borrower shalland Guarantor shall not, and shall not permit any Subsidiary to, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPTexcept:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
(b) investments in: (i) short-term direct obligations of the United States Government; (ii) negotiable certificates of deposit issued by any bank satisfactory to Lenderin Cash Equivalents, payable to the order of such Borrower or to bearer and delivered to Lender; and (iii) commercial paper rated A1 or P1; PROVIDEDprovided, THATthat, as to any of the foregoing, unless waived in writing by Lender, each Borrower and Guarantor shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments;
(c) the guarantees set forth in the Information Certificate of such Borrower;
(d) the guarantees issued or, loans or capital contributions by a Borrower or Guarantor to the extent required by the terms of the indenture governing the Senior Notes as in effect on another Borrower after the date of this Agreement or hereof; provided, that, as to any indenture governing notes issued in replacement of the Senior Notes; PROVIDED THAT, such replacement notes do not provide for a higher interest rate, a maturity date or any principal payments during the term of this Agreement, and otherwise contain provisions reasonably satisfactory to Lender and the holders of such replacement notes have executed agreements providing for the subordination of such notes to the Obligations on terms and conditions reasonably satisfactory to Lender;
(e) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereof;
(f) the guarantees issued in favor of Congress (Canada) with respect to the obligations of GL Canada under the Canadian Facility;
(g) loans or advances to, or investments in, or purchases or repurchases of the stock, assets or indebtedness of another Borrower, GL Canada or GL UK or guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada or GL UK; PROVIDED THATcapital contributions, (i) as of the date of any such loan or capital contribution and after giving effect thereto, no Event of Default, or an act, condition or event which with notice or passage of time or both would constitute an Event of Default, exists shall exist or has have occurred and be continuing and (ii) in the case of loans, the indebtedness of a Borrower arising pursuant to such loans by another Borrower or Guarantor shall not be evidenced by any promissory note or other instrument, unless the original of such note is continuing immediately prior promptly delivered to Lender upon the issuance thereof, duly indorsed and assigned to Lender by the Borrower or Guarantor who has made such loan;
(d) loans or advances by a Borrower or Guarantor to any of its employees, after the date hereof, not to exceed the principal amount of $500,000 in the aggregate at any time outstanding in the ordinary course of such Borrower's or Guarantor's business for reasonable and necessary work-related travel and other ordinary business expenses to be incurred by such employees in connection with their employment with such Borrower or Guarantor; provided, that, (i) the indebtedness of any such employee to such Borrower or Guarantor arising pursuant to such loan is not, and shall not be, evidenced by any promissory note or other instrument, unless the original of such note or instrument is promptly delivered to Lender upon the issuance thereof, duly indorsed and assigned by such Borrower or Guarantor to Lender, and (ii) as of the date of any such loan and after giving effect thereto, no Event of Default shall exist or have occurred;
(e) the loan by CSC Finance to Central in the amount of $11,750,000 giving rise to the indebtedness permitted under Section 9.9(i) hereof;
(f) the guarantees by CSC and Central in favor of First Union National Bank of the reimbursement obligations of Castings under the First Union Letter of Credit Documents permitted under Section 9.9 hereof as set forth in the Guaranty and Suretyship Agreements, dated as of November 1, 1995, by each of CSC and Central in favor of First Union National Bank as in effect on the date hereof, provided, that, as to such guarantees, (i) such Borrower and Guarantor shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such guarantees or any agreement, document or instrument related thereto, or (B) redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such loanguarantees, advanceor set aside or otherwise deposit or invest any sums for such purpose, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (ii) Borrowers and Guarantors shall furnish to Lender all notices or demands in connection with such loans, advancesadvances or guarantees or other indebtedness subject to such guarantees either received by any Borrower or Guarantor or on its behalf, investments, purchases or repurchases do not violate promptly after the capitalization requirements of any Borrower, under applicable laws;
(h) loans or advances to GIFL or GLC; PROVIDED THAT, (i) no Event of Defaultreceipt thereof, or an event which sent by any Borrower or Guarantor or on its behalf, concurrently with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Borrower, under applicable laws, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLCsending thereof, as the case may be, to GL Canada or GL UK;
(ig) loans or advances to GLC (i) for the purpose guarantees by CSC, Central, Castings and CPVC in favor of paying interest due under Huntsville Bondholder of the Senior Notesobligations of the Industrial Development Board of the City of Huntsville, (ii) for Alabama evidenced by the purpose Huntsville Bonds and the obligations of paying management fees CPVC pursuant to the Sponsors or any Lease Agreement, dated as of their affiliates in an aggregate amount for all Borrowers not to exceed Seven Hundred Thousand Dollars ($700,000) less amounts paid by GL UK or GL Canada to GLC for such purpose in any fiscal year December 1, 1997, between the Industrial Development Board of Borrowers (except that Borrowers may make an additional one-time loan or advance to GLC in an amount not to exceed One Hundred Seventy Five Thousand Dollars ($175,000) for the purpose City of paying unpaid management fees Huntsville, as lessor, and CPVC, as lessee, with respect to the Sponsors or any Real Property and certain Equipment of their affiliates earned during Borrowers' 1999 fiscal year) and (iii) for the other purposes CPVC located in Madison, Alabama as set forth in SCHEDULE 9.10 attached hereto the Guaranty Agreement, dated as of December 1, 1997, by CSC, Central, Castings and CPVC in an aggregate amount for all Borrowers not favor of the Huntsville Bondholder as in effect on the date hereof, provided, that, as to exceed Twenty One Million Dollars ($21,000,000) less amounts paid by GL UK or GL Canada to GLC for such purposes in any fiscal year of Borrowers; PROVIDED THATguarantees, (i) no Event Borrowers and such Guarantor shall not, directly or indirectly, (A) amend, modify, alter or change the terms of Defaultsuch guarantees or any agreement, document or instrument related thereto, or an event which with notice (B) redeem, retire, defease, purchase or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect otherwise acquire the obligations arising pursuant to such loans guarantees, or advances set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrowers and Guarantors shall furnish to Lender all notices or demands in connection with such loans or loans, advances do not violate the capitalization requirements of any Borrower under applicable laws;
(j) loans or advances to, or guarantees or other indebtedness subject to such guarantees either received by any Borrower or Guarantor or on its behalf, promptly after the assumption of letter of credit obligations for receipt thereof, or sent by any Borrower or Guarantor or on its behalf, concurrently with the benefit ofsending thereof, GLC or a Subsidiary of GLC as the case may be; and
(other than a Borrowerh) the loans, GL Canada or GL UK)advances and guarantees set forth on Schedule 9.10 hereto; PROVIDED THATprovided, that, as to such loans, advances and guarantees, (i) no Event such Borrower or Guarantor shall not, directly or indirectly, (A) amend, modify, alter or change the terms of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans, advances, advances or guarantees or assumption of letter of credit obligationsany agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrowers and Guarantors shall furnish to Lender all notices or demands in connection with such loans, advances, advances or guarantees or assumption of letter of credit obligations do not violate the capitalization requirements of other indebtedness subject to such guarantees either received by any Borrower under applicable lawsor Guarantor or on its behalf, (iii) if such loans, advances, guarantees or assumption of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and promptly after giving effect to such loans, advances, guarantees or assumption of letter of credit obligationsthe receipt thereof, or if such loanssent by any Borrower or Guarantor or on its behalf, advancesconcurrently with the sending thereof, guarantees or assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, as the rights to which have been collaterally pledged to Lender; and
(k) other outstanding loans or advances by all Borrowers not to exceed One Million Dollars ($1,000,000) in the aggregate at any timecase may be.
Appears in 1 contract
Samples: Loan and Security Agreement (Central Sprinkler Corp)
Loans, Investments, Guarantees, Etc. No Canadian Borrower shallshall not, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPT:
except: (a) the endorsement of instruments for collection or deposit in the ordinary course of business;
; (b) investments in: (i) short-term direct obligations of the United States Canadian Government; , (ii) negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of such Canadian Borrower or to bearer and delivered to Lender; Agent, and (iii) commercial paper rated A1 or P1; PROVIDEDprovided, THATthat, as to any of the foregoing, unless waived in writing by LenderRequired Lenders, each Canadian Borrower shall take such actions as are deemed necessary by Lender Required Lenders to perfect the security interest of Lender Agent in such investments;
; (c) the loans, advances and guarantees set forth in the Information Certificate of on Schedule 8.10 hereto; provided, that, as to such Borrower;
(d) the guarantees issued orloans, to the extent required by the terms of the indenture governing the Senior Notes as in effect on the date of this Agreement or any indenture governing notes issued in replacement of the Senior Notes; PROVIDED THAT, such replacement notes do not provide for a higher interest rate, a maturity date or any principal payments during the term of this Agreement, advances and otherwise contain provisions reasonably satisfactory to Lender and the holders of such replacement notes have executed agreements providing for the subordination of such notes to the Obligations on terms and conditions reasonably satisfactory to Lender;
(e) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereof;
(f) the guarantees issued in favor of Congress (Canada) with respect to the obligations of GL Canada under the Canadian Facility;
(g) loans or advances to, or investments in, or purchases or repurchases of the stock, assets or indebtedness of another Borrower, GL Canada or GL UK or guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada or GL UK; PROVIDED THATguarantees, (i) no Event Canadian Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of Defaultsuch loans, advances or guarantees or any agreement, document or instrument related thereto, or an event which with notice (B) as to such guarantees, redeem, retire, defease, purchase or passage of time otherwise acquire the obligations arising pursuant to such guarantees, or both would constitute an Event of Defaultset aside or otherwise deposit or invest any sums for such purpose, exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (ii) Canadian Borrower shall furnish to Agent and Tranche B Agent all notices or demands in connection with such loans, advancesadvances or guarantees or other indebtedness subject to such guarantees either received by Canadian Borrower or on its behalf, investments, purchases or repurchases do not violate promptly after the capitalization requirements of any Borrower, under applicable laws;
(h) loans or advances to GIFL or GLC; PROVIDED THAT, (i) no Event of Defaultreceipt thereof, or an event which sent by Canadian Borrower or on its behalf, concurrently with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Borrower, under applicable laws, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLCsending thereof, as the case may be, to GL Canada or GL UK;
; (id) loans or advances to GLC (i) for the purpose of paying interest due under the Senior Notes, (ii) for the purpose of paying management fees to the Sponsors or any of their affiliates in an aggregate amount for all Borrowers SMTC Corporation and/or HTM not to exceed Seven Hundred Thousand Dollars ($700,000) less amounts the amount, and to the extent such amount has not already been paid by GL UK as dividends or GL Canada loans to GLC SMTC Corporation and/or HTM as provided, and for such purpose the purposes set forth, in Section 8.11 of this Agreement and Sections 8.10 and 8.11 of the US Loan Agreement, required in any fiscal year of Borrowers (except that Borrowers may make an additional one-time loan or advance SMTC Corporation to GLC in an amount not to exceed One Hundred Seventy Five Thousand Dollars ($175,000) for the purpose of paying unpaid management fees to the Sponsors or any of their affiliates earned during Borrowers' 1999 fiscal year) and (iii) for the other purposes set forth in SCHEDULE 9.10 attached hereto in an aggregate amount for all Borrowers not to exceed Twenty One Million Dollars ($21,000,000) less amounts paid by GL UK or GL Canada to GLC for such purposes in any fiscal year of Borrowers; PROVIDED THAT, allow (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior SMTC Corporation to and after giving effect to such loans or advances pay its consolidated income taxes payable and (ii) such loans or advances do not violate SMTC Corporation and HTM to pay their respective administrative costs (being the capitalization requirements legal and audit fees and insurance costs payable by SMTC Corporation on behalf of any Borrower under applicable laws;
its Subsidiaries) consistent with past practice (j) loans or advances to, or guarantees or the assumption of letter of credit obligations for the benefit of, GLC or a Subsidiary of GLC (other than a Borrower, GL Canada or GL UK); PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately as disclosed in writing to Agent prior to and after giving effect the Closing Date) up to such loans, advances, guarantees or assumption of letter of credit obligations, (ii) such loans, advances, guarantees or assumption of letter of credit obligations do not violate the capitalization requirements of any Borrower under applicable laws, (iii) if such loans, advances, guarantees or assumption of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, or if such loans, advances, guarantees or assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, the rights to which have been collaterally pledged to Lender; and
(k) other outstanding loans or advances by all Borrowers not to exceed One Million Dollars ($1,000,000) US$2,500,000 in the aggregate at any time.per fiscal year of SMTC Corporation;
Appears in 1 contract
Samples: Canadian Loan Agreement (SMTC Corp)
Loans, Investments, Guarantees, Etc. No Borrower shallshall not, and shall ensure that each Obligor does not, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPT:
except (a) the endorsement of instruments for collection or deposit in the ordinary course of business;
; and (b) investments in: (i) short-term direct obligations of the Canadian Government or the United States Government; , (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender; , and (iii) commercial paper rated A1 Al or P1; PROVIDEDprovided, THATthat, as to any of the foregoing, unless waived in writing by Lender, each Borrower shall take such actions as are deemed necessary by Lender US Collateral Agent to perfect the security interest Lien of US Collateral Agent and/or Lender in such investments;
; and (c) Acquisitions; and (d) travel advances, employee relocation loans and other employee loans and advances in the ordinary course of business of Borrower; and (e) the loans, advances and other guarantees set forth in the Information Certificate of such Borrower;
(d) the guarantees issued or, to the extent required by the terms of the indenture governing the Senior Notes as in effect on the date of this Agreement or any indenture governing notes issued in replacement of the Senior NotesSchedule 8.10 hereto; PROVIDED THAT, such replacement notes do not provide for a higher interest rate, a maturity date or any principal payments during the term of this Agreement, and otherwise contain provisions reasonably satisfactory to Lender and the holders of such replacement notes have executed agreements providing for the subordination of such notes to the Obligations on terms and conditions reasonably satisfactory to Lender;
(e) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereof;
(f) the guarantees issued in favor of Congress (Canada) with respect loans that constitute Permitted Inter-Company Debt; provided, that, as to the obligations of GL Canada under the Canadian Facility;
(g) loans or such loans, advances to, or investments in, or purchases or repurchases of the stock, assets or indebtedness of another Borrower, GL Canada or GL UK or guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada or GL UK; PROVIDED THATand guarantees, (i) no Event Borrower shall not, and shall ensure that each Obligor does not, directly or indirectly, (A) amend, modify, alter or change the terms of Defaultsuch loans, advances or guarantees or any agreement, document or instrument related thereto, or an event which with notice (B) as to such guarantees, redeem, retire, defease, purchase or passage of time otherwise acquire the obligations arising pursuant to such guarantees, or both would constitute an Event of Defaultset aside or otherwise deposit or invest any sums for such purpose, exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (ii) Borrower shall furnish to Lender all notices or demands in connection with such loans, advancesadvances or guarantees or other indebtedness subject to such guarantees either received by Borrower or on its behalf, investments, purchases or repurchases do not violate promptly after the capitalization requirements of any Borrower, under applicable laws;
(h) loans or advances to GIFL or GLC; PROVIDED THAT, (i) no Event of Defaultreceipt thereof, or an event which sent by Borrower or on its behalf, concurrently with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Borrower, under applicable laws, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLCsending thereof, as the case may be, to GL Canada or GL UK;
(i) loans or advances to GLC (i) for the purpose of paying interest due under the Senior Notes, (ii) for the purpose of paying management fees to the Sponsors or any of their affiliates in an aggregate amount for all Borrowers not to exceed Seven Hundred Thousand Dollars ($700,000) less amounts paid by GL UK or GL Canada to GLC for such purpose in any fiscal year of Borrowers (except that Borrowers may make an additional one-time loan or advance to GLC in an amount not to exceed One Hundred Seventy Five Thousand Dollars ($175,000) for the purpose of paying unpaid management fees to the Sponsors or any of their affiliates earned during Borrowers' 1999 fiscal year) and (iii) for the other purposes set forth in SCHEDULE 9.10 attached hereto in an aggregate amount for all Borrowers not to exceed Twenty One Million Dollars ($21,000,000) less amounts paid by GL UK or GL Canada to GLC for such purposes in any fiscal year of Borrowers; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances and (ii) such loans or advances do not violate the capitalization requirements of any Borrower under applicable laws;
(j) loans or advances to, or guarantees or the assumption of letter of credit obligations for the benefit of, GLC or a Subsidiary of GLC (other than a Borrower, GL Canada or GL UK); PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, (ii) such loans, advances, guarantees or assumption of letter of credit obligations do not violate the capitalization requirements of any Borrower under applicable laws, (iii) if such loans, advances, guarantees or assumption of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, or if such loans, advances, guarantees or assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, the rights to which have been collaterally pledged to Lender; and
(k) other outstanding loans or advances by all Borrowers not to exceed One Million Dollars ($1,000,000) in the aggregate at any time.
Appears in 1 contract
Loans, Investments, Guarantees, Etc. No Borrower shallshall not, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock Capital Stock or indebtedness Indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtednessIndebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPTexcept:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
; (b) investments in: (i) short-term direct obligations of the United States Governmentin cash or Cash Equivalents; (ii) negotiable certificates of deposit issued by any bank satisfactory to Lenderprovided, payable to the order of such Borrower or to bearer and delivered to Lender; and (iii) commercial paper rated A1 or P1; PROVIDED, THATthat, as to any of the foregoing, unless waived in writing by Lender, each Borrower shall shall, take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments;
; (c) loans and advances by Borrower to employees of Borrower not to exceed the guarantees set forth principal amount of $400,000 in the Information Certificate aggregate at any time outstanding for: reasonable and necessary work-related travel or other ordinary business expenses to be incurred by such employees in connection with their work for Borrower and reasonable and necessary relocation expenses of such Borrower;
employees (including home mortgage financing for relocated employees); (d) advances by Borrower (x) described in Schedule 9.13 hereto and (y) after the guarantees issued or, to date hereof in the extent required by the terms ordinary course of the indenture governing the Senior Notes business of Borrower consistent with current practices as in effect on of the date hereof on behalf of this Agreement or any indenture governing notes issued customers of Borrower other than Affiliates to purchase molds and other tooling to be used by Borrower in replacement the production of the Senior Notes; PROVIDED THAT, such replacement notes do not provide for a higher interest rate, a maturity date or any principal payments during the term of this Agreement, and otherwise contain provisions reasonably satisfactory to Lender and the holders Inventory on behalf of such replacement notes have executed agreements providing for the subordination of such notes to the Obligations on terms and conditions reasonably satisfactory to Lender;
(e) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereof;
(f) the guarantees issued in favor of Congress (Canada) with respect to the obligations of GL Canada under the Canadian Facility;
(g) loans or advances tocustomer, or investments inprovided, or purchases or repurchases of the stock, assets or indebtedness of another Borrower, GL Canada or GL UK or guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada or GL UK; PROVIDED THATthat, (i) no Event as of Default, or an event which with notice or passage the date of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to each such advance and after giving effect thereto, no Event of Default or Default shall exist or have occurred and be continuing, (ii) Borrower shall report the outstanding amount of such advances monthly as of the end of the immediately preceding month or more frequently and as of such date as Lender may from time to time request, (iii) in no event shall, at any time, the aggregate outstanding amount of such loanadvances exceed $750,000 and (iv) the indebtedness arising pursuant to such advances is not, advanceand shall not be, investmentevidenced by any promissory note or other instrument, purchaseunless the original of such note or other instrument is immediately delivered to, repurchaseduly endorsed and assigned in a manner acceptable to Lender by Borrower; (e) the loans, guarantee advances and guarantees existing as of the date hereof set forth on Schedule 9.13 hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower shall not, directly or assumption indirectly, (A) amend, -45- 50 modify, alter or change the terms of letter of credit obligation such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower shall furnish to Lender all notices or demands in connection with such loans, advancesadvances or guarantees or other Indebtedness subject to such guarantees either received by Borrower or on its behalf, investments, purchases or repurchases do not violate promptly after the capitalization requirements of any Borrower, under applicable laws;
(h) loans or advances to GIFL or GLC; PROVIDED THAT, (i) no Event of Defaultreceipt thereof, or an event which sent by Borrower or on its behalf, concurrently with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Borrower, under applicable laws, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLCsending thereof, as the case may be, to GL Canada or GL UK;
(i) loans or advances to GLC (i) for the purpose of paying interest due under the Senior Notes, (ii) for the purpose of paying management fees to the Sponsors or any of their affiliates in an aggregate amount for all Borrowers not to exceed Seven Hundred Thousand Dollars ($700,000) less amounts paid by GL UK or GL Canada to GLC for such purpose in any fiscal year of Borrowers (except that Borrowers may make an additional one-time loan or advance to GLC in an amount not to exceed One Hundred Seventy Five Thousand Dollars ($175,000) for the purpose of paying unpaid management fees to the Sponsors or any of their affiliates earned during Borrowers' 1999 fiscal year) and (iii) for the other purposes set forth in SCHEDULE 9.10 attached hereto in an aggregate amount for all Borrowers not to exceed Twenty One Million Dollars ($21,000,000) less amounts paid by GL UK or GL Canada to GLC for such purposes in any fiscal year of Borrowers; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances and (ii) such loans or advances do not violate the capitalization requirements of any Borrower under applicable laws;
(j) loans or advances to, or guarantees or the assumption of letter of credit obligations for the benefit of, GLC or a Subsidiary of GLC (other than a Borrower, GL Canada or GL UK); PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, (ii) such loans, advances, guarantees or assumption of letter of credit obligations do not violate the capitalization requirements of any Borrower under applicable laws, (iii) if such loans, advances, guarantees or assumption of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, or if such loans, advances, guarantees or assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, the rights to which have been collaterally pledged to Lender; and
(k) other outstanding loans or advances by all Borrowers not to exceed One Million Dollars ($1,000,000) in the aggregate at any time.
Appears in 1 contract
Loans, Investments, Guarantees, Etc. No Borrower shallshall not, directly or indirectly, without the prior written consent of Lender which is not to be unreasonably withheld, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPTexcept:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
; (b) investments in: (i) short-term direct obligations of the United States Canadian Government and the U.S. Government; , (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender; and , (iii) commercial paper rated A1 or P1; PROVIDEDand (iv) term deposits with the Bank of Montreal and the Toronto-Dominion Bank existing as of the date hereof; (c) financial guarantees in an amount less than $7,000,000; (d) in respect of the Senior Note Indebtedness in the manner provided in Section 9.9 hereof; (e) the redemption of the Senior Note Indebtedness by Borrower in exchange for equity in value equal to or less than the Senior Note Indebtedness, THATprovided, that, as to any of the foregoing, unless waived in writing by Lender, each Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments;
(c) the guarantees set forth in the Information Certificate of such Borrower;
(d) the guarantees issued or, to the extent required by the terms of the indenture governing the Senior Notes as in effect on the date of this Agreement or any indenture governing notes issued in replacement of the Senior Notes; PROVIDED THAT, such replacement notes do not provide for a higher interest rate, a maturity date or any principal payments during the term of this Agreement, and otherwise contain provisions reasonably satisfactory to Lender and the holders of such replacement notes have executed agreements providing for the subordination of such notes to the Obligations on terms and conditions reasonably satisfactory to Lender;
(e) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereof;
(f) the loans, advances and guarantees issued in favor of Congress (Canada) with respect set forth on Schedule 9.10 hereto; provided, that, as to the obligations of GL Canada under the Canadian Facility;
(g) loans or such loans, advances to, or investments in, or purchases or repurchases of the stock, assets or indebtedness of another Borrower, GL Canada or GL UK or guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada or GL UK; PROVIDED THATand guarantees, (i) no Event Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of Defaultsuch loans, advances or guarantees or any agreement, document or instrument related thereto, or an event which with notice (B) as to such guarantees, redeem, retire, defease, purchase or passage of time otherwise acquire the obligations arising pursuant to such guarantees, or both would constitute an Event of Defaultset aside or otherwise deposit or invest any sums for such purpose, exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (ii) Borrower shall furnish to Lender all notices or demands in connection with such loans, advancesadvances or guarantees or other indebtedness subject to such guarantees either received by Borrower or on its behalf, investments, purchases or repurchases do not violate promptly after the capitalization requirements of any Borrower, under applicable laws;
(h) loans or advances to GIFL or GLC; PROVIDED THAT, (i) no Event of Defaultreceipt thereof, or an event which sent by Borrower or on its behalf, concurrently with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Borrower, under applicable laws, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLCsending thereof, as the case may be; (h) purchase or repurchase any and all shares, to GL Canada interest, participations or GL UK;
other equivalents in Borrower's capital stock or other equity interests at any time outstanding, and any and all rights, warrants or options exchangeable for or convertible into such capital stock or other interests (iexcluding any debt security that is exchangeable for or convertible into such capital stock); (h) loans or advances to GLC (i) enter into joint ventures, acting as a prudent investor, with strategic partners for the purpose of paying advancing Borrower's business provided that Borrower's investment in such joint ventures, whether direct or indirect, shall not, at any time and in the aggregate, exceed $10,000,000 and shall not result in a derogation of the value of the Collateral or Lender's, subject to Permitted Encumbrances, first priority security interest due under therein; (i) entering into Section 3(a)(9) of the Securities Act of 1933 private placements transactions which are solely made in respect of the Senior Notes, (ii) for the purpose of paying management fees to the Sponsors or any of their affiliates in an aggregate amount for all Borrowers not to exceed Seven Hundred Thousand Dollars ($700,000) less amounts paid by GL UK or GL Canada to GLC for such purpose in any fiscal year of Borrowers (except that Borrowers may make an additional one-time loan or advance to GLC in an amount not to exceed One Hundred Seventy Five Thousand Dollars ($175,000) for the purpose of paying unpaid management fees to the Sponsors or any of their affiliates earned during Borrowers' 1999 fiscal year) and (iii) for the other purposes set forth in SCHEDULE 9.10 attached hereto in an aggregate amount for all Borrowers not to exceed Twenty One Million Dollars ($21,000,000) less amounts paid by GL UK or GL Canada to GLC for such purposes in any fiscal year of Borrowers; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances and (ii) such loans or advances do not violate the capitalization requirements of any Borrower under applicable laws;
(j) make loans or advances to, or guarantees or advance money to Affiliates in the assumption ordinary course of letter of credit obligations for the benefit of, GLC or a Subsidiary of GLC (other than a Borrower, GL Canada or GL UK)'s business; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, (ii) such loans, advances, guarantees or assumption of letter of credit obligations do not violate the capitalization requirements of any Borrower under applicable laws, (iii) if such loans, advances, guarantees or assumption of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, or if such loans, advances, guarantees or assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, the rights to which have been collaterally pledged to Lender; and
(k) other outstanding loans or advances by all Borrowers not to exceed One Million Dollars ($1,000,000) with the proceeds of such issuance of shares in the aggregate at capital of Borrower, provided such proceeds are used in the ordinary course of business and shall not, for further clarity, be subject to any timeother restrictions on use contained herein; and (l) make payments to employees in connection with the repurchase of phantom stock in the ordinary course of business.
Appears in 1 contract
Samples: Loan Agreement (Imax Corp)
Loans, Investments, Guarantees, Etc. No Canadian Borrower shallshall not, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPT:
except: (a) the endorsement of instruments for collection or deposit in the ordinary course of business;
; (b) investments in: (i) short-term direct obligations of the United States Canadian Government; , (ii) negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of such Canadian Borrower or to bearer and delivered to Lender; Agent, and (iii) commercial paper rated A1 or P1; PROVIDEDprovided, THATthat, as to any of the foregoing, unless waived in writing by LenderRequired Lenders, each Canadian Borrower shall take such actions as are deemed necessary by Lender Required Lenders to perfect the security interest of Lender Agent in such investments;
; (c) the loans, advances and guarantees set forth in the Information Certificate of on Schedule 8.10 hereto; provided, that, as to such Borrower;
(d) the guarantees issued orloans, to the extent required by the terms of the indenture governing the Senior Notes as in effect on the date of this Agreement or any indenture governing notes issued in replacement of the Senior Notes; PROVIDED THAT, such replacement notes do not provide for a higher interest rate, a maturity date or any principal payments during the term of this Agreement, advances and otherwise contain provisions reasonably satisfactory to Lender and the holders of such replacement notes have executed agreements providing for the subordination of such notes to the Obligations on terms and conditions reasonably satisfactory to Lender;
(e) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereof;
(f) the guarantees issued in favor of Congress (Canada) with respect to the obligations of GL Canada under the Canadian Facility;
(g) loans or advances to, or investments in, or purchases or repurchases of the stock, assets or indebtedness of another Borrower, GL Canada or GL UK or guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada or GL UK; PROVIDED THATguarantees, (i) no Event Canadian Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of Defaultsuch loans, advances or guarantees or any agreement, document or instrument related thereto, or an event which with notice (B) as to such guarantees, redeem, retire, defease, purchase or passage of time otherwise acquire the obligations arising pursuant to such guarantees, or both would constitute an Event of Defaultset aside or otherwise deposit or invest any sums for such purpose, exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (ii) Canadian Borrower shall furnish to Agent and Tranche B Agent all notices or demands in connection with such loans, advancesadvances or guarantees or other indebtedness subject to such guarantees either received by Canadian Borrower or on its behalf, investments, purchases or repurchases do not violate promptly after the capitalization requirements of any Borrower, under applicable laws;
(h) loans or advances to GIFL or GLC; PROVIDED THAT, (i) no Event of Defaultreceipt thereof, or an event which sent by Canadian Borrower or on its behalf, concurrently with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Borrower, under applicable laws, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLCsending thereof, as the case may be, to GL Canada or GL UK;
; and (id) loans or advances to GLC (i) for the purpose of paying interest due under the Senior Notes, (ii) for the purpose of paying management fees to the Sponsors or any of their affiliates in an aggregate amount for all Borrowers SMTC Corporation and/or HTM not to exceed Seven Hundred Thousand Dollars ($700,000) less amounts the amount, and to the extent such amount has not already been paid by GL UK as dividends or GL Canada loans to GLC SMTC Corporation and/or HTM as provided, and for such purpose the purposes set forth, in Section 8.11 of this Agreement and Sections 8.10 and 8.11 of the US Loan Agreement, required in any fiscal year of Borrowers (except that Borrowers may make an additional one-time loan or advance SMTC Corporation to GLC in an amount not to exceed One Hundred Seventy Five Thousand Dollars ($175,000) for the purpose of paying unpaid management fees to the Sponsors or any of their affiliates earned during Borrowers' 1999 fiscal year) and (iii) for the other purposes set forth in SCHEDULE 9.10 attached hereto in an aggregate amount for all Borrowers not to exceed Twenty One Million Dollars ($21,000,000) less amounts paid by GL UK or GL Canada to GLC for such purposes in any fiscal year of Borrowers; PROVIDED THAT, allow (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior SMTC Corporation to and after giving effect to such loans or advances pay its consolidated income taxes payable and (ii) such loans or advances do not violate SMTC Corporation and HTM to pay their respective administrative costs (being the capitalization requirements legal and audit fees and insurance costs payable by SMTC Corporation on behalf of any Borrower under applicable laws;
its Subsidiaries) consistent with past practice (j) loans or advances to, or guarantees or the assumption of letter of credit obligations for the benefit of, GLC or a Subsidiary of GLC (other than a Borrower, GL Canada or GL UK); PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately as disclosed in writing to Agent prior to and after giving effect the Closing Date) up to such loans, advances, guarantees or assumption of letter of credit obligations, (ii) such loans, advances, guarantees or assumption of letter of credit obligations do not violate the capitalization requirements of any Borrower under applicable laws, (iii) if such loans, advances, guarantees or assumption of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, or if such loans, advances, guarantees or assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, the rights to which have been collaterally pledged to Lender; and
(k) other outstanding loans or advances by all Borrowers not to exceed One Million Dollars ($1,000,000) US$2,500,000 in the aggregate at any timeper fiscal year of SMTC Corporation.
Appears in 1 contract
Samples: Canadian Loan Agreement (SMTC Corp)
Loans, Investments, Guarantees, Etc. No Borrower shallshall not, directly or indirectly, without the prior written consent of Agent which is not to be unreasonably withheld, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPTexcept:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
; (b) investments in: (i) short-term direct obligations of the United States Canadian Government and the U.S. Government; , (ii) negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of such Borrower or to bearer and delivered to Lender; and Agent, (iii) commercial paper rated A1 or P1; PROVIDED, THATand (iv) term deposits with the Bank of Montreal and The Toronto-Dominion Bank existing as of the date hereof provided, that, as to any of the foregoing, unless waived in writing by LenderAgent, each Borrower shall take such actions as are deemed necessary by Lender Agent to perfect the security interest first-ranking Lien of Lender Agent in such investments;
; (c) the financial guarantees set forth in the Information Certificate of such Borrower;
an amount less than $10,000,000; (d) regularly scheduled payments of interest and scheduled payment of principal on maturity each in respect of the guarantees issued or, to the extent required by Senior Note Indebtedness and each in accordance with the terms of the indenture governing Trust Indenture; (e) the Senior Notes as in effect on the date of this Agreement or any indenture governing notes issued in replacement redemption of the Senior NotesNote Indebtedness by Borrower in exchange for equity in value equal to or less than the Senior Note Indebtedness; PROVIDED THAT, such replacement notes do not provide for a higher interest rate, a maturity date or any principal payments during the term of this Agreement, and otherwise contain provisions reasonably satisfactory to Lender and the holders of such replacement notes have executed agreements providing for the subordination of such notes to the Obligations on terms and conditions reasonably satisfactory to Lender;
(e) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereof;
(f) the guarantees issued in favor by Borrower of Congress (Canada) with respect to the real property lease obligations of GL Canada under the Canadian Facility;
obligors and in the amounts set forth on Schedule 9.10A hereto (gand any renewals or replacements thereof not to exceed in the aggregate the amounts set forth on Schedule 9.10A hereto) loans or and the loans, advances toand guarantees set forth on Schedule 9.10B hereto; provided, or investments inthat, or purchases or repurchases of the stockas to such loans, assets or indebtedness of another Borrower, GL Canada or GL UK or advances and guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada or GL UK; PROVIDED THATset forth on Schedule 9.10B hereto, (i) no Event Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of Defaultsuch loans, advances or guarantees or any agreement, document or instrument related thereto, or an event which with notice (B) as to such guarantees, redeem, retire, defease, purchase or passage of time otherwise acquire the obligations arising pursuant to such guarantees, or both would constitute an Event of Defaultset aside or otherwise deposit or invest any sums for such purpose, exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (ii) Borrower shall furnish to Agent all notices or demands in connection with such loans, advancesadvances or guarantees or other indebtedness subject to such guarantees either received by Borrower or on its behalf, investments, purchases or repurchases do not violate promptly after the capitalization requirements of any Borrower, under applicable laws;
(h) loans or advances to GIFL or GLC; PROVIDED THAT, (i) no Event of Defaultreceipt thereof, or an event which sent by Borrower or on its behalf, concurrently with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Borrower, under applicable laws, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLCsending thereof, as the case may be; (g) purchase or repurchase any and all shares, to GL Canada interest, participations or GL UK;
other equivalents in Borrower’s capital stock or other equity interests at any time outstanding, and any and all rights, warrants or options exchangeable for or convertible into such capital stock or other interests (iexcluding any debt security that is exchangeable for or convertible into such capital stock); (h) loans or advances to GLC (i) enter into joint ventures, acting as a prudent investor, with strategic partners for the purpose of paying interest due advancing Borrower’s business provided that Borrower’s investment in such joint ventures, whether direct or indirect, shall not, at any time and in the aggregate, exceed $10,000,000 and shall not result in a derogation of the value of the Collateral or Agent’s, subject to Permitted Liens, first priority Liens therein; (i) make loans or advance money to Affiliates in the ordinary course of Borrower’s business with the proceeds of issuance of shares in the capital of Borrower, provided such proceeds are used in the ordinary course of business and shall not, for further clarity, be subject to any other restrictions on use contained herein; (j) make payments to employees in connection with the repurchase of phantom stock (including stock appreciation rights) in the ordinary course of business; (k) payments to counterparties under the Senior Notesor in connection with Swap Agreements; and (l) loans, investments, purchases of shares, indebtedness, assets or properties of an arm’s length third party and guarantees; provided that (iii) for the purpose of paying management fees to the Sponsors or any of their affiliates in such loans, investments, purchases and guarantees shall not exceed an aggregate amount for all Borrowers not to exceed Seven Hundred Thousand Dollars (when combined with the amount of dividend payments made under Section 9.11(b)) of $700,000) less amounts paid by GL UK or GL Canada to GLC for such purpose in any fiscal year of Borrowers (except that Borrowers may make an additional one-time loan or advance to GLC in an amount not to exceed One Hundred Seventy Five Thousand Dollars ($175,000) for the purpose of paying unpaid management fees to the Sponsors or any of their affiliates earned during Borrowers' 1999 fiscal year) and (iii) for the other purposes set forth in SCHEDULE 9.10 attached hereto in an aggregate amount for all Borrowers not to exceed Twenty One Million Dollars ($21,000,000) less amounts paid by GL UK or GL Canada to GLC for such purposes in any fiscal year of Borrowers; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances and (ii) such loans or advances do not violate the capitalization requirements of any Borrower under applicable laws;
(j) loans or advances to, or guarantees or the assumption of letter of credit obligations for the benefit of, GLC or a Subsidiary of GLC (other than a Borrower, GL Canada or GL UK); PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations25,000,000, (ii) such loans, advances, guarantees or assumption investments and purchases (and the assets resulting therefrom) shall be subject to the first priority Liens of letter of credit obligations do not violate the capitalization requirements of any Borrower under applicable lawsAgent, (iii) if such loansloans shall only be made to Obligors whose assets and properties are subject to the first priority Liens of Agent, advances, (iv) such guarantees shall not be secured by any Liens on the assets or assumption properties of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars Borrower and ($15,000,000v) immediately prior to both before and after giving effect to such loansthereto, advancesBorrower is in compliance with all terms of the Financing Agreements including the financial covenants set forth in Sections 9.13, guarantees 9.14, 9.23 and 9.24 hereof and no Default or assumption Event of letter of credit obligationsDefault exists and is continuing or would occur as a result thereof. Borrower shall pay, or if such loansshall cause the obligors listed in Schedule 9.10A hereto to pay, advances, guarantees or assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to all amounts due and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, owing under the rights to which have been collaterally pledged to Lender; and
(k) other outstanding loans or advances by all Borrowers not to exceed One Million Dollars ($1,000,000) leases that Borrower has guaranteed as set out in the aggregate at any timeSchedule 9.10A hereto.
Appears in 1 contract
Samples: Credit Agreement (Imax Corp)
Loans, Investments, Guarantees, Etc. No Borrower shallshall not, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPTexcept:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
(b) investments in: (i) short-term direct obligations of the United States Government; (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender; and (iii) commercial paper rated A1 or P1; PROVIDED, THAT, as to any of the foregoing, unless waived in writing by Lender, each Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments;obligations
(c) repurchases of inventory from account debtors of Borrower or their lenders or customers to the guarantees set forth in the Information Certificate of such Borrower;extent made pursuant to agreements permitted under Section 9.9(e) hereof and guaranties permitted under Section 9.9(h) hereof; and
(d) the guarantees issued orinvestments by Borrower, to the extent required otherwise permitted by the terms of the indenture Indenture governing the Senior Subordinated Notes as in effect on the date hereof, in the form of this Agreement cash equity contributions or any indenture governing notes issued cash loans to a wholly-owned subsidiary of Borrower that either engages in replacement a similar line of business as Borrower or is newly formed to acquire the assets or capital stock of a Person engaged in a similar line of business as Borrower; provided, that (i) Lender receives not less than fifteen (15) days prior written notice of each such proposed investment or loan accompanied by (A) copies of all agreements, documents and instruments proposed to be entered into in connection therewith and (B) a certificate of the Senior Notes; PROVIDED THATchief financial officer of Borrower certifying compliance with this provision and setting forth supporting calculations for purposes of evidencing compliance with the provisions of the Indenture, as aforesaid, (ii) such replacement notes do not provide for subsidiary receiving such investment or loan and each of its direct and indirect subsidiaries (including any acquired subsidiaries) shall have executed and delivered to Lender an absolute and unconditional guaranty of payment of all Obligations of Borrower and of the Canadian Borrower and granted to Lender a higher first priority perfected security interest ratein and lien upon its assets (other than real property), a maturity date or any principal payments during together with such financing statements and agreements of the term of this Agreementkind referred to in Section 4.1(g), all in form and otherwise contain provisions reasonably substance satisfactory to Lender and the holders of such replacement notes have executed agreements providing for the subordination of such notes to the Obligations on terms and conditions reasonably satisfactory to Lender;
(e) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereof;
(f) the guarantees issued in favor of Congress (Canada) with respect to the obligations of GL Canada under the Canadian Facility;
(g) loans or advances to, or investments in, or purchases or repurchases of the stock, assets or indebtedness of another Borrower, GL Canada or GL UK or guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada or GL UK; PROVIDED THATas Lender shall require, (iiii) no Event of Default, and no condition or an event which that would, with notice or passage of time time, or both would both, constitute an Event of Default, exists or has shall have occurred and is continuing be continuing, and (iv) there shall be Combined Excess Availability of not less than $5,000,000 at all times during the period of thirty (30) consecutive days immediately prior to preceding the making of such investment or loan and after giving effect thereto and after giving effect to any such loan, advance, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (ii) such loans, advances, investments, purchases or repurchases do not violate the capitalization requirements of any Borrower, under applicable lawsall transactions substantially related thereto;
(he) loans or advances to GIFL or GLC; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Borrower, under applicable laws, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLC, as the case may be, to GL Canada or GL UK;
(i) loans or advances to GLC (i) investments in forward contracts for the purpose of paying interest due under the Senior Notes, (ii) for the purpose of paying management fees to the Sponsors or any of their affiliates in an aggregate amount for all Borrowers not to exceed Seven Hundred Thousand Dollars ($700,000) less amounts paid by GL UK or GL Canada to GLC for such purpose in any fiscal year of Borrowers (except that Borrowers may make an additional one-time loan or advance to GLC in an amount not to exceed One Hundred Seventy Five Thousand Dollars ($175,000) for the purpose of paying unpaid management fees to the Sponsors or any of their affiliates earned during Borrowers' 1999 fiscal year) and (iii) for the other purposes set forth in SCHEDULE 9.10 attached hereto in an aggregate amount for all Borrowers not to exceed Twenty One Million Dollars ($21,000,000) less amounts paid by GL UK or GL Canada to GLC for such purposes in any fiscal year of Borrowers; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances and (ii) such loans or advances do not violate the capitalization requirements of any Borrower under applicable laws;
(j) loans or advances to, or guarantees or the assumption of letter of credit obligations for the benefit purchases of, GLC or a Subsidiary of GLC (other than a Borrower, GL Canada or GL UK); PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, (ii) such loans, advances, guarantees or assumption of letter of credit obligations do not violate the capitalization requirements of any Borrower under applicable laws, (iii) if such loans, advances, guarantees or assumption of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, or if such loans, advances, guarantees or assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, the rights to which have been collaterally pledged to Lender; and
(k) other outstanding loans or advances by all Borrowers not to exceed One Million Dollars ($1,000,000) in the aggregate at any time.
Appears in 1 contract
Samples: Loan and Security Agreement (Stuart Entertainment Inc)
Loans, Investments, Guarantees, Etc. No Borrower shall, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPTexcept:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
; (b) investments in: (i) short-term direct obligations of the United States Government; , (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the applicable Borrower or to bearer and delivered to Lender; , and (iii) commercial paper rated A1 or P1; PROVIDEDprovided, THATthat, as to any of the foregoing, unless waived in writing by Lender, each Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments;
; (c) the guarantees set forth contemplated purchase of assets of Action Environmental Corp. by Perma-Fix of Ft. Lauderdale, Inc., upon the prior written consent of Congress, which consent shall not be unreasonably withheld, so long as such action as Lender may require in respect of the Information Certificate of such Borrower;
Collateral shall be taken by Borrowers; and (d) the loans, advances and guarantees issued orset forth on Schedule 9.10 hereto; provided, that, as to the extent required by the terms of the indenture governing the Senior Notes as in effect on the date of this Agreement or any indenture governing notes issued in replacement of the Senior Notes; PROVIDED THATsuch loans, such replacement notes do not provide for a higher interest rate, a maturity date or any principal payments during the term of this Agreement, advances and otherwise contain provisions reasonably satisfactory to Lender and the holders of such replacement notes have executed agreements providing for the subordination of such notes to the Obligations on terms and conditions reasonably satisfactory to Lender;
(e) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereof;
(f) the guarantees issued in favor of Congress (Canada) with respect to the obligations of GL Canada under the Canadian Facility;
(g) loans or advances to, or investments in, or purchases or repurchases of the stock, assets or indebtedness of another Borrower, GL Canada or GL UK or guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada or GL UK; PROVIDED THATguarantees, (i) no Event Borrower shall, directly or indirectly, (A) amend, modify, alter or change the terms of Defaultsuch loans, advances or guarantees or any agreement, document or instrument related thereto, or an event which with notice (B) as to such guarantees, redeem, retire, defease, purchase or passage of time otherwise acquire the obligations arising pursuant to such guarantees, or both would constitute an Event of Defaultset aside or otherwise deposit or invest any sums for such purpose, exists or has occurred and is continuing immediately prior to and after giving effect to any such loan, advance, investment, purchase, repurchase, guarantee or assumption of letter of credit obligation and (ii) Borrowers shall furnish to Lender all notices or demands in connection with such loans, advancesadvances or guarantees or other indebtedness subject to such guarantees either received by Borrowers or on its behalf, investments, purchases or repurchases do not violate promptly after the capitalization requirements of any Borrower, under applicable laws;
(h) loans or advances to GIFL or GLC; PROVIDED THAT, (i) no Event of Defaultreceipt thereof, or an event which sent by any Borrower or on its behalf, concurrently with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances, (ii) such loans or advances do not violate the capitalization requirements of any Borrower, under applicable laws, and (iii) all the proceeds of such loans or advances are immediately loaned or advanced by GIFL or GLCsending thereof, as the case may be, to GL Canada or GL UK;
(i) loans or advances to GLC (i) for the purpose of paying interest due under the Senior Notes, (ii) for the purpose of paying management fees to the Sponsors or any of their affiliates in an aggregate amount for all Borrowers not to exceed Seven Hundred Thousand Dollars ($700,000) less amounts paid by GL UK or GL Canada to GLC for such purpose in any fiscal year of Borrowers (except that Borrowers may make an additional one-time loan or advance to GLC in an amount not to exceed One Hundred Seventy Five Thousand Dollars ($175,000) for the purpose of paying unpaid management fees to the Sponsors or any of their affiliates earned during Borrowers' 1999 fiscal year) and (iii) for the other purposes set forth in SCHEDULE 9.10 attached hereto in an aggregate amount for all Borrowers not to exceed Twenty One Million Dollars ($21,000,000) less amounts paid by GL UK or GL Canada to GLC for such purposes in any fiscal year of Borrowers; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans or advances and (ii) such loans or advances do not violate the capitalization requirements of any Borrower under applicable laws;
(j) loans or advances to, or guarantees or the assumption of letter of credit obligations for the benefit of, GLC or a Subsidiary of GLC (other than a Borrower, GL Canada or GL UK); PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, (ii) such loans, advances, guarantees or assumption of letter of credit obligations do not violate the capitalization requirements of any Borrower under applicable laws, (iii) if such loans, advances, guarantees or assumption of letter of credit obligations are made on or prior to April 15, 2000, Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations, or if such loans, advances, guarantees or assumption of letter of credit obligations are made after April 15, 2000, Total Excess Availability exceeds Ten Million Dollars ($10,000,000) immediately prior to and after giving effect to such loans, advances, guarantees or assumption of letter of credit obligations and (iv) such loans or advances are evidenced by a promissory note or notes, the rights to which have been collaterally pledged to Lender; and
(k) other outstanding loans or advances by all Borrowers not to exceed One Million Dollars ($1,000,000) in the aggregate at any time.
Appears in 1 contract
Samples: Loan and Security Agreement (Perma Fix Environmental Services Inc)
