Negative undertakings. The Borrower will not: (a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law); (b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or (c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if: (i) an Event of Default or Potential Event of Default has occurred; or (ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount; (d) provide any form of credit or financial assistance to: (i) an Affiliate; (ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or (iii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees). (e) other than the Amalgamation, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or
Appears in 2 contracts
Samples: Loan Agreement (Arlington Tankers Ltd.), Loan Agreement (General Maritime Corp / MI)
Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors)business; or
(cb) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital Provided that the Borrower may make a distribution if:
(i) an Event of Default or Potential the Borrower has first submitted to the Facility Agent a Compliance Certificate (with supporting evidence satisfactory to the Facility Agent) which confirms that (A) no Event of Default has occurredoccurred or is continuing and (B) the making of such distribution will not result in the Borrower being in breach of any of the financial covenants referred to in Clause 12.5 or in the occurrence of an Event of Default; orand
(ii) the aggregate value of Security Cover Ratio referred to in Clause 15.1 is maintained at the Ships then subject to a Mortgage (as determined by a Recent Valuation ) time the distribution is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amountmade;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing this shall not apply to (x) loans and advances by prevent or restrict the Borrower from on-lending the Loan to the Borrower Parent Owners;
(d) allow any Owner to the extent that the Borrower may make dividends, distributions, redemptions, purchases open or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit maintain any account with any bank or financial assistance to institution except accounts with the Facility Agent or any Guarantor (including amounts to pay ship management fees).other Creditor Party for the purposes of the Finance Documents; and
(e) cause the common units of the Borrower to cease to be listed on the Nasdaq National Market in New York unless the common units of the Borrower are listed instead on any other than internationally recognised stock exchange acceptable to the AmalgamationLenders, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; orsuch acceptance not to be unreasonably withheld.
Appears in 2 contracts
Samples: Loan Agreement (Capital Product Partners L.P.), Loan Agreement
Negative undertakings. The No Borrower will notwill:
(a) except in connection with the Amalgamation (including carry on any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may be required the ownership, chartering and operation of the Ship owned by applicable law);it; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital ifProvided that a Borrower may pay dividends if at the relevant time:
(i) an no Event of Default or Potential Event of Default has occurredoccurred or will occur as a result of such payment; orand
(ii) that Borrower maintains (prior to, and after, such payment) a credit balance in its Earnings Account which, when aggregated with the aggregate value of the Ships then subject to a Mortgage (as determined Minimum Liquidity Amount maintained by a Recent Valuation ) that Borrower in accordance with Clause 18.3, is not less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount$1,000,000;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to length;
(xd) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases open or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit maintain any account with any bank or financial assistance to institution except (i) the Earnings Account and the Drydocking Reserve Account with the Account Bank, (ii) accounts with the Agent and the Security Trustee for the purposes of the Finance Documents and (iii) any Guarantor (including amounts to pay ship management fees).account already disclosed to, and accepted by, the Lenders;
(e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;
(f) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative;
(g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or
(h) incur any Financial Indebtedness, other than in the ordinary course of owning and operating the Ship or as otherwise contemplated pursuant to this Agreement, the other Finance Documents and the Junior Finance Documents.
Appears in 2 contracts
Samples: Loan Agreement (Seanergy Maritime Holdings Corp.), Loan Agreement (Seanergy Maritime Holdings Corp.)
Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors)business; or
(cb) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase purchase, return or return reduction of share capital ifunless:
(i) an Event of Default or Potential no Event of Default has occurred; oroccurred and is continuing at the relevant time (including, without limitation, any failure by the Borrower to satisfy the covenants contained in Clauses 12.5 and 15.1);
(ii) no Event of Default will result from the aggregate value payment of a dividend or the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. making of the aggregate any other form of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;distribution; and
(diii) it has first supplied to the Agent any Compliance Certificate required to be supplied at the relevant time to the Agent pursuant to Clause 11.22 evidencing compliance with the provisions of Clauses 12.5 and 15.1 for the period covered by the latest financial statements delivered to the Agent pursuant to Clause 11.6.
(c) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply length;
(d) allow any Owner to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases open or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit maintain any account with any bank or financial assistance to any Guarantor (including amounts to pay ship management fees).institution except accounts with the Agent and the Security Trustee for the purposes of the Finance Documents;
(e) other than the Amalgamation, enter into any form of amalgamation, merger or de-merger, acquisition, divesture, split-up or any form of reconstruction or reorganisation unless:
(i) the surviving entity following such amalgamation, merger or de-merger, acquisition, divesture, split-up or any form of reconstruction or reorganisation is the Borrower; and
(ii) no Event of Default has occurred which is continuing nor any Event of Default (including, without limitation, any breach of Clause 12.5) will occur as a result of such amalgamation, merger or de-merger, acquisition, divesture, split-up or any form of reconstruction or reorganisation;
(f) change, or allow any Owner to change, its Financial Year; or
(g) change its auditors without notifying the Agent promptly after the occurrence of such change.
Appears in 2 contracts
Samples: Loan Agreement (Capital Product Partners L.P.), Loan Agreement (Capital Product Partners L.P.)
Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors)business; or
(cb) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital Provided that the Borrower may make a distribution if:
(i) an Event of Default or Potential the Borrower has first submitted to the Agent a Compliance Certificate (with supporting evidence satisfactory to the Agent) which confirms that (A) no Event of Default has occurredoccurred or is continuing and (B) the making of such distribution will not result in the Borrower being in breach of any of the financial covenants referred to in Clause 12.5 or in the occurrence of an Event of Default; orand
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) Agent is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided satisfied that the restriction set out Security Cover Ratio referred to in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless Clause 15.1 is maintained at the aggregate value of time the Ships as aforesaid distribution is less than 125 per cent. of the aggregate of the Loan and the Termination Amountmade;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing this shall not apply to (x) loans and advances by prevent or restrict the Borrower from on-lending the Loan to the Borrower Parent Owners;
(d) allow any Owner to the extent that the Borrower may make dividends, distributions, redemptions, purchases open or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit maintain any account with any bank or financial assistance to institution except accounts with the Agent or any Guarantor (including amounts to pay ship management fees).other Creditor Party for the purposes of the Finance Documents or other accounts already opened with other banks for the purposes of previous financings;
(e) cause the common units of the Borrower to cease to be listed on the Nasdaq National Market in New York unless the common units of the Borrower are listed instead on any other than internationally recognised stock exchange acceptable to the AmalgamationLenders, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; orsuch acceptance not to be unreasonably withheld.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (Capital Product Partners L.P.)
Negative undertakings. The Borrower shall procure that no Guarantor will, and in respect of (b) to (d) below, the Borrower will not:
(a) except in connection with the Amalgamation (including carry on any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may be required by applicable law)the owning, operating, managing and/or chartering of ships and other ship-related business;
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital ifunless:
(i) an the Borrower is not in breach of any of their respective obligations under this Agreement and the other Finance Documents and no Event of Default or Potential Event of Default has occurred; orand
(ii) the aggregate value Borrower is in compliance with Clause 12.4 and will, following any such payment of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. dividend or other form of the aggregate distribution or redemption, purchase or return of the Loan and the Termination Amount Provided that the restriction set out share capital, be in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amountcompliance with Clause 12.4;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, ; or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).length;
(ed) other than without the Amalgamationprior written consent of the Agent, acting on the instructions of the Majority Lenders (such consent not to be unreasonably withheld), enter into any form of amalgamation, merger or de-merger merger, name change or any form of reconstruction or reorganisation, which would (in the case of the Borrower) give rise to a Change of Control Event; orand
(e) in relation to the Earnings of the Ship owned by it, open or maintain any account with any bank or financial institution except accounts with the Account Bank, the Agent or the Security Trustee for the purposes of the Finance Documents.
Appears in 2 contracts
Samples: Facility Agreement (Navios Maritime Partners L.P.), Facility Agreement (Navios Maritime Partners L.P.)
Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors)business; or
(cb) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital Provided that the Borrower may make a distribution if:
(i) an Event of Default or Potential the Borrower has first submitted to the Facility Agent a Compliance Certificate (with supporting evidence satisfactory to the Facility Agent) which confirms that (A) no Event of Default has occurredoccurred or is continuing and (B) the making of such distribution will not result in the Borrower being in breach of any of the financial covenants referred to in Clause 12.5 or in the occurrence of an Event of Default; orand
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) Facility Agent is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided satisfied that the restriction set out Security Cover Ratio referred to in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless Clause 15.1 is maintained at the aggregate value of time the Ships as aforesaid distribution is less than 125 per cent. of the aggregate of the Loan and the Termination Amountmade;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing this shall not apply to (x) loans and advances by prevent or restrict the Borrower from on-lending the Loan to the Borrower Parent Owners;
(d) allow any Owner to the extent that the Borrower may make dividends, distributions, redemptions, purchases open or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit maintain any account with any bank or financial assistance institution except accounts with the Facility Agent or any other Creditor Party for the purposes of the Finance Documents Provided that until the completion of the syndication process (as referred to in Clause 12.8) an Owner may continue to maintain any Guarantor (including amounts to pay ship management fees).other accounts already opened with other banks for the purposes of previous financings;
(e) cause the common units of the Borrower to cease to be listed on the Nasdaq National Market in New York unless the common units of the Borrower are listed instead on any other than internationally recognised stock exchange acceptable to the AmalgamationLenders, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; orsuch acceptance not to be unreasonably withheld.
Appears in 1 contract
Samples: Loan Agreement
Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
(i) which would result in a breach of the financial covenants set out in Clause 12.4 or if an Event of Default or Potential Event of Default has occurred; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) occurred and is less than 140 per cent. of the aggregate of the Loan continuing unremedied and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amountunwaived;
(db) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, ; or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing this shall not apply to (x) loans and advances by prevent or restrict the Borrower from on-lending Advances to members of the Group for the purposes permitted in accordance with the terms of this Agreement;
(c) reduce its issued share capital or issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital other than pursuant to the Borrower Parent to IPO;
(d) acquire any shares or other securities other than US or UK Treasury bills, certificates of deposit issued by major North American or European banks and shares in New Companies, or enter into any transaction in a derivative other than the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).Master Agreement;
(e) other than the Amalgamation, enter into any form of amalgamation, merger or de-merger or any form of reconstruction reconstruction, reorganisation or reorganisationconsolidation;
(f) without the prior written consent of the Lender, permit a majority of the seats (other than vacant seats) on the board of directors of the Borrower to be held by persons other than persons who are either:
(i) nominated by the Borrower’s then current board of directors; or
(ii) appointed by persons as so nominated in accordance with (i) above; or
(g) save as permitted in paragraph (h) of this Clause 12.3, permit and shall procure that its shareholders shall not permit any one person (or associated (in the sole opinion of the Lender) persons) to hold more than 20 per cent of the Borrower’s issued share capital at any one time;
(h) permit and shall procure that its shareholders shall not permit less than 20 per cent of the Borrower’s issued share capital to vest in the ownership of members of the Palios and Margaronis families.
Appears in 1 contract
Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
(i) which would result in a breach of the financial covenants set out in Clause 12.4 or if an Event of Default or Potential Event of Default has occurred; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) occurred and is less than 140 per cent. of the aggregate of the Loan continuing unremedied and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amountunwaived;
(db) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, ; or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing this shall not apply to (x) loans and advances by prevent or restrict the Borrower from on-lending Advances to members of the Group for the purposes permitted in accordance with the terms of this Agreement;
(c) reduce its issued share capital or issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital other than pursuant to the Borrower Parent to IPO;
(d) acquire any shares or other securities other than US or UK Treasury bills, certificates of deposit issued by major North American or European banks and shares in New Companies, or enter into any transaction in a derivative other than the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).Master Agreement;
(e) other than the Amalgamation, enter into any form of amalgamation, merger or de-merger or any form of reconstruction reconstruction, reorganisation or reorganisationconsolidation;
(f) without the prior written consent of the Lender, permit a majority of the seats (other than vacant seats) on the board of directors of the Borrower to be held by persons other than persons who are either:
(i) nominated by the Borrower’s then current board of directors; or
(ii) appointed by persons as so nominated in accordance with (i) above; or
(g) save as permitted in paragraph (h) of this Clause 12.3, permit and shall procure that its shareholders shall not permit any one person (or associated (in the sole opinion of the Lender) persons) to hold more than 25 per cent of the Borrower’s issued share capital at any one time;
(h) permit and shall procure that its shareholders shall not permit less than 25 per cent of the Borrower’s issued share capital to vest in the ownership of members of the Palios and Margaronis families.
Appears in 1 contract
Samples: Loan Agreement (Diana Shipping Inc.)
Negative undertakings. The Borrower Obligors will notnot without the Lender’s prior written consent:
(a) except (constituent documents) change its constituent documents in connection with the Amalgamation any way material (including any amendment within five Business Days following the Amalgamationif it has them) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents adopt a constitution (other than as may be required by applicable lawif it does not);
(b) change the nature (borrower activity) undertake any business, dealing, transaction or any other activity or acquire an asset or incur a liability, other than as necessary for its entry into, and observance of its business from the ownership obligations and operation exercise of ships (through its ownership of the Guarantors)rights under, each transaction document to which it is a party; oror employ any employees;
(c) declare (grant interest in Secured Property) at any time create or pay permit to subsist any dividend Security Interest or any other interest in the Secured Property in favour of a party other than the Lender;
(d) (disposals) dispose of any of its assets;
(e) (Distribution) make or allow an Obligor to make any Distribution;
(f) (amalgamation) amalgamate or make any proposal to amalgamate with any company.
(g) (acquisition subject to security interest) acquire an asset which is subject to a security interest (other form than a permitted security interest) or which becomes the subject of distribution or effect such a security interest on its acquisition;
(h) (arm’s length commercial transactions) enter into any form of redemption, purchase or return of share capital if:transaction other than on arm’s length commercial terms;
(i) an Event (change to business) change the nature or scope of Default its business as presently conducted;
(j) (remove caveat) take any steps to remove any caveat lodged by the Lender in relation to the Secured Property or Potential Event any Security;
(k) (withhold payments) withhold payments to any subcontractor and suppliers (other than if the relevant item is in dispute);
(l) (off balance sheet commitments) enter into or incur any off balance sheet commitment or contingent liabilities;
(m) (calls)
(i) call up or allow to be called up or paid or receive in advance of Default has occurredcalls any uncalled or unpaid capital; or
(ii) pass or allow to be passed any resolution declaring or providing that any portion of its capital for the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall time being not already called up will not be applicable called up or will only be called up on the occurrence of a Qualifying Charter Date unless the aggregate value particular event or in any other way limiting, qualifying or modifying its ability to call up or obtain payment of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;any capital; and
(dn) provide any form of credit or financial assistance to:
(ichange in control) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iii) any company case of a company, allow a change in or with which such a person is directly or indirectly interested or connectedcontrol in relation to it, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).
(e) other than the Amalgamation, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; orits subsidiaries;
Appears in 1 contract
Samples: Loan Agreement
Negative undertakings. The No Borrower will notwill:
(a) except carry on any business other than, in connection with the Amalgamation (including any amendment within five Business Days following case of a Shipowner, the Amalgamation) amend ownership, chartering and operation of the Ship owned by it and, in the case of the Holding Company, investing in companies which own or permit any amendment are to acquire LPG carriers or other types of its articles of incorporationocean-going vessels which are used to transport petroleum, bye-laws, petrochemical gas products or any other of its constitutional documents (other than as may be required by applicable law);liquefied natural gas; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
(i) an Event of Default or Potential Event of Default has occurredexcept in accordance with Clause 11.4; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the that Borrower’s 's share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the that Borrower than those which it could obtain in a bargain made at arms’ length Provided ' length;
(d) open or maintain any account with any bank or financial institution except (i) accounts with the Lender for the purposes of the Finance Documents if that the foregoing shall not apply to Borrower is a Shipowner, (xii) loans and advances by the Borrower accounts with any other bank or financial institution notified in writing to the Borrower Parent Lender in the case of the Holding Company and (iii) the existing account opened by Geneve and held in its name with Alpha Bank, PROVIDED THAT the exemption set out in sub-paragraph (iii) of this Clause 11.3(d) shall be without prejudice to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return obligations of share capital pursuant to Geneve under Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).17.1;
(e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;
(f) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or
(g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Samples: Loan Agreement (StealthGas Inc.)
Negative undertakings. The No Borrower will notwill:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from or carry on any business other than the ownership ownership, chartering and operation of ships (through its ownership of the Guarantors); orShip owned by it;
(ci) declare or pay any dividend or make any other form of distribution if:
(A) an Event of Default has occurred and is continuing at the relevant time; or
(B) an Event of Default will result from the payment of a dividend or the making of any other form of distribution,
(ii) effect any form of redemption, purchase or return of share capital if:
(i) an Event of Default or Potential Event of Default has occurredits issued shares; or
(iic) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amountrepay any Subordinated Debt;
(d) provide any form of credit or financial assistance (including any guarantee or indemnity) to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the that Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the that Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).length;
(e) enter into any agreement other than:
(i) the Finance Documents and the Underlying Documents; or
(ii) any other agreement expressly allowed under any other term of this Agreement or entered into in the ordinary course of business to give effect to that Borrower’s business in the nature described in paragraph (a) above;
(f) open or maintain any account with any bank or financial institution except accounts with the Agent, the Account Bank and the Security Trustee for the purposes of the Finance Documents;
(g) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued shares and/or number of shares it is authorised to issue;
(h) acquire any shares or other securities other than short term debt obligations or Treasury bills issued by the AmalgamationUS, the UK or a Participating Member State and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative;
(i) allow a Change of Control; or
(j) enter into any form of amalgamation, merger or de-merger merger, acquisition, divesture, split-up or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including purchase any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (vessel other than as may be required by applicable law);the Ship or carry on any business other than the ownership, chartering and operation of the Ship; or
(b) change (following the nature occurrence of its business from an Event of Default and while such Event of Default is continuing or if such payment would cause in the ownership and operation event that an Event of ships (through its ownership of the Guarantors); or
(cDefault) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
(i) an Event of Default or Potential Event of Default has occurredcapital; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to length;
(xd) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases open or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit maintain any account with any bank or financial assistance to any Guarantor (including amounts to pay ship management fees).institution except accounts with the Agent and the Security Trustee for the purposes of the Finance Documents;
(e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;
(f) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative;
(g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation;
(h) acquire any assets other than the Ship and rights arising under contracts entered into by it in the ordinary course of its business of owning, operating and chartering the Ship;
(i) sell, transfer, assign, create security or option over, pledge, pool, abandon, lend or otherwise dispose of or cease to exercise direct control over any part of its present or future undertaking, assets, rights or revenues (otherwise than by transfers, sales or disposals for full consideration in the ordinary course of trading) whether by one or a series of transactions related or not;
(j) incur any Financial Indebtedness other than in the ordinary course of owning and operating the Ship; or
(k) allow, and the Borrower shall procure that the Corporate Guarantor does not allow, any Secured Liabilities to be subordinated to any other Financial Indebtedness incurred by the Borrower or the Corporate Guarantor.
Appears in 1 contract
Samples: Loan Agreement (StealthGas Inc.)
Negative undertakings. The No Borrower will notwill:
(a) except in connection with the Amalgamation (including carry on any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may be required the ownership, chartering and operation of the Ship owned by applicable law);it and in relation to Borrower F the Ships and other vessels owned by it; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
(i) an Event of Default or Potential Event of Default has occurredoccurred at such time; or
(ii) an Event of Default would occur as a direct result of such distribution, redemption, purchase or return; or
(c) provide any form of credit or financial assistance or issue guarantees in favour of any other corporation or individual other than in the aggregate value normal course of its business Provided that that corporation or individual to whom any form of credit or financial assistance has been granted or in favour of whom the guarantee has been issued fully subordinates its rights to the rights of the Ships then subject Creditor Parties under the Finance Documents on terms acceptable to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination AmountAgent;
(d) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrowerthat Xxxxxxxx’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the that Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).length; or
(e) open or maintain any account with any bank or financial institution except accounts with the Account Bank for the purposes of the Finance Documents and any accounts disclosed to the Agent on or prior to the date of this Agreement; or
(f) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or
(g) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than for hedging of the AmalgamationLoan, save in relation to Borrower F, in the ordinary course of its business in chartering, operating and trading vessels; or
(h) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Negative undertakings. The Borrower will notxxx:
(ax) except in connection with the Amalgamation (including carry on any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may be required by applicable law);the ownership, chartering and operation of the Ship; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
Provided that (i) the Borrower may pay in any Financial Year (no more frequently than on a quarterly basis during that Financial Year) dividends in an Event of Default or Potential Event of Default has occurred; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 amount not exceeding 60 per cent. of the aggregate Net Income in that Financial Year if at the relevant time no Event of Default has occurred or is continuing or would result from the payment of such dividend and (ii) with the prior written consent of the Loan Lender ( to be given or withheld in its sole and absolute discretion), the Termination Amount Provided that Borrower may pay dividends in any Financial Year in excess of the restriction set out amount referred to in this sub-clause paragraph (c)(iii);
(c) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;repay any shareholder loans or any other loans advanced to it by any person (or, in either case, any interest thereon), nor make nay loans or advances to any person; or
(d) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s 's share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).' length; or
(e) open or maintain any account with any bank or financial institution except the Operating Account and the Retention Account and any other account opened or to be opened with the Lender for the purposes of the Finance Documents; or
(f) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or
(g) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or
(h) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Samples: Loan Agreement (Euroseas Ltd.)
Negative undertakings. The Each Borrower will notundertakes with each of the Finance Parties that, from the date of this Agreement and so long as any moneys are owing under this Agreement or remain available for drawing by the Borrowers, without the prior written consent of the Agent acting on the instructions of the Majority Banks:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or Negative pledge: save for Permitted Encumbrances it will not permit any amendment Encumbrance by any member of the Group to subsist, arise or be created or extended over all or any part of its articles present or future undertakings, assets, rights or revenues to secure or prefer any present or future Indebtedness of incorporation, bye-laws, any member of the Group or any other of its constitutional documents (other than as may be required by applicable law)person;
(b) change the nature of its business from the ownership No other Borrowed Money or finance transactions: it will not, and operation of ships (through its ownership will procure that no other member of the Guarantors); or
(c) declare Group will, incur or pay permit to exist on its behalf any dividend obligations in respect of Borrowed Money, including Finance Leases, whether on or make off balance sheet, to any other form of distribution person, or effect any form of redemption, purchase or return of share capital ifsale and leaseback except:
(i) Borrowed Money arising from normal trade credit;
(ii) Borrowed Money in respect of receivables discounting facilities provided that the aggregate amount of such Borrowed Money does not exceed L5,000,000 (or its equivalent) at any time;
(iii) the Borrowed Money of any persons acquired by any member of the Group pursuant to the D Acquisition provided that such Borrowed Money at no time exceeds Korean Won 28,600,000,000 (or its equivalent) in aggregate in respect of receivables discounting facilities (or any refinancing thereof by other receivables discounting facilities), Korean Won 56,600,000,000 (or its equivalent) in aggregate in respect of debenture stock issued by D (or Korean Won 28,600,000,000 (or its equivalent) in aggregate in respect of any refinancing of such debenture stock) and Korean Won 23,600,000,000 (or its equivalent) in aggregate in respect of any other Borrowed Money of such acquired persons (or any refinancing thereof);
(iv) any Borrowed Money of any person (other than pursuant to the D Acquisition or the Lighthouse Acquisition) acquired by any member of the Group after the date of this Agreement, where such Borrowed Money was existing at the time of such acquisition and was not incurred in contemplation of, or in connection with, that acquisition and where no member of the Group other than the person so acquired has any obligation (actual or contingent) in respect of such Borrowed Money and where such Borrowed Money is repaid or otherwise discharged within 6 months of such acquisition;
(v) any Borrowed Money constituted by vendor loan notes issued or to be issued by any member of the Healthworld Group in accordance with the terms of any acquisition agreement entered into by a member of the Healthworld Group prior to the date of this Agreement and any bank guarantee facilities relating to such notes but not exceeding in aggregate L7,500,000;
(vi) Borrowed Money not exceeding Australian dollars 10,000,000 in aggregate in respect of working capital facilities made available in Australia to members of the Group;
(vii) Borrowed Money not exceeding L5,000,000 (or its equivalent) in respect of the cash management arrangements of the Group;
(viii) Borrowed Money in respect of the Facilities and (if clause 4.13 applies) the Existing Group Facilities provided that the principal amount of such facilities is not increased or (if clause 4.11 or 4.12 applies) the Existing Group Facilities provided that such facilities shall be repaid and cancelled in full on the First Drawdown Date;
(ix) Indebtedness in respect of Finance Leases provided that the aggregate amount of the principal element of the Indebtedness under such Finance Leases does not exceed L2,000,000 (or its equivalent) at any time;
(x) Borrowed Money owed to members of the Zenith Group;
(xi) External Refinancings provided that the Aggregate Net Proceeds thereof are applied in accordance with clause 8.6(a);
(xii) performance bonds issued by a member of the Group in respect of the obligations of another member of the Group in the ordinary course of trading;
(xiii) Derivatives Contracts entered into in accordance with clause 12.1(l);
(xiv) the Zenith Guarantee;
(xv) Borrowed Money owed by one member of the Group to another member of the Group in the ordinary course of business;
(xvi) Borrowed Money of the D Group in respect of guarantees issued by banks on behalf of the D Group to media authorities in Korea in connection with bona fide arrangements for maintenance of media accreditation; and
(xvii) Borrowed Money in addition to that permitted by clauses 12.2(b)(i) to (xvi) not exceeding L16,000,000 (or its equivalent) in aggregate at any given time;
(c) No merger: save pursuant to the Lighthouse Acquisition or with another member of the Group pursuant to a Group reorganisation on a solvent basis it will not permit an Event Obligor to merge with any other company or person in circumstances where the Obligor ceases to exist or where the obligations of Default such Obligor to the Finance Parties are detrimentally affected;
(d) Disposals: it will not and will procure that none of its Subsidiaries will sell, transfer, lend or Potential Event otherwise dispose of Default has occurred; or cease to exercise direct control over any Restricted Assets (whether by any of a Trade Sale, Flotation or otherwise and whether by one or a series of transactions related or not) except that disposals are permitted to the extent that:
(i) in any Fiscal Year, the Group does not dispose of Restricted Assets the aggregate Relevant Value of which is more than 15 per cent. of PBIT of the Group for the previous Fiscal Year calculated by reference to the relevant audited consolidated accounts of the Group. (For the purposes of this clause 12.2(d)(i), the "Relevant Value" of any Restricted Asset shall be that part of PBIT of the Group attributable to that Restricted Asset, calculated by reference to the 4 consecutive Fiscal Quarters ending with the latest Fiscal Quarter for which Quarterly Management Accounts have been delivered or, in the case of any Restricted Assets which are interests in freehold or leasehold property (or buildings and fixtures thereon), shall be the consideration (including any deferred consideration or purchase price adjustment receivable in the then current Fiscal Year) for such disposal);
(ii) the aggregate value disposal is a transfer from one member of the Ships then subject Group to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. another member of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination AmountGroup;
(diii) provide they are disposals of parts of the D Group as provided in the M.O.U.;
(e) Loans and guarantees: save as permitted under the terms of this Agreement, it will not, and will procure that none of its Subsidiaries will, make any form loans, grant any credit (except for normal trade credit in the ordinary course of credit day-to-day trading) or financial assistance togive any guarantee save for:
(i) an AffiliatePermitted Guarantees to or for the benefit of any person;
(ii) a person who is directly loans and guarantees in any Fiscal Year where the amount of such loan or indirectly interested the amount of such guarantee (as the case may be), when aggregated with the consideration for acquisitions or investments over and above Permitted Acquisitions in such Fiscal Year which are funded out of the Borrower’s share or loan capitalproceeds of Borrowed Money, does not exceed the relevant limits in clause 12.2(f) below; orand
(iii) loans from one member of the Group to another entered into in the ordinary course of business;
(f) Acquisitions: save for Permitted Acquisitions, it will not, and will procure that none of its Subsidiaries will, acquire or make any company investment in any companies, joint ventures or with which such a person is directly partnerships or indirectly interested other persons or connected, acquire any businesses (or enter into any transaction with interests therein) funded in whole or involving such a person or company in part out of the proceeds of Borrowed Money:
(including, without limitation, the purchase from, sale to or exchange of property withi) save for investments in, or the rendering acquisition of, businesses and companies which are related or complementary to the existing businesses of the Group and where the consideration funded out of the proceeds of Borrowed Money (which shall include for these purposes the amount of any service deferred consideration which is so funded and payable in the then current Fiscal Year, the amount of Borrowed Money assumed by the Group as part of such acquisition and the amount payable in the then current Fiscal Year on the redemption of any shares or for, stock issued by any member of the Group as part of an acquisition or investment and which are redeemable at the option of the holder thereof or which mature or are mandatorily redeemable) payable by the Group in respect of all such person acquisitions or company) on terms which are, investments in any respectFiscal Year when aggregated with all loans made pursuant to clause 12.2(e)(ii) shall not exceed $40,000,000 (or its equivalent) ("acquisition allowance");
(ii) save for investments in, less favourable or the acquisition of, shares in the companies set out in the Group Structure Book as companies in which a member of the Group holds voting shares as at the date of the Group Structure Book; and any part of the acquisition allowance unused in a Fiscal Year may be carried forward to the Borrower than those next succeeding Fiscal Year only and any unused carried forward acquisition allowance shall be lost and deferred consideration for an acquisition shall be treated as reducing the acquisition allowance for the Fiscal Year in which it could obtain falls to be paid and shall not, when aggregated with the acquisition consideration paid in a bargain made at arms’ length Provided such Fiscal Year, exceed the acquisition allowance for that the foregoing shall not apply to Fiscal Year;
(xg) loans Change of business: it will not, and advances by the Borrower will procure that none of its Subsidiaries will make any material change to the Borrower Parent to general nature of its business which would constitute a material change in the extent nature of the business of the Group taken as a whole from that carried on at the Borrower may make dividends, distributions, redemptions, purchases or return date of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).
(e) other than the Amalgamation, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; orthis Agreement;
Appears in 1 contract
Samples: Loan Agreement (Cordiant Communications Group PLC /Adr)
Negative undertakings. The No Borrower will notwill:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business;
(b) carry on any business from other than the ownership ownership, chartering and operation of ships (through its ownership of the Guarantors); orShip owned by it;
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital its shares Provided that a Borrower may pay dividends if:
(i) an Event of Default or Potential no Event of Default has occurred; oroccurred and is continuing at the relevant time;
(ii) no Event of Default will result from the aggregate value payment of such dividend; and
(iii) the Ships then subject to a Mortgage (as determined by a Recent Valuation ) Minimum Liquidity Amount is less than 140 per cent. of maintained at such time in the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amountrelevant account;
(d) provide any form of credit or financial assistance toto any person, or company, including without limitation:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s that Bxxxxxxx's share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the that Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).' length;
(e) open or maintain any account with any bank or financial institution except accounts with the Account Bank for the purposes of the Finance Documents;
(f) issue, allot or grant any person a right to any of its issued shares in or repurchase or reduce its issued shares, change the number of its authorised shares, change the par value of such shares (if any) or issue any new class of shares;
(g) incur any Financial Indebtedness, other than pursuant to this Agreement and the Amalgamationother Finance Documents and in the normal course of owning and operating its Ship, without the prior written consent of the Agent and, if the Agent consents to the incurrence by any Borrower of any Financial Indebtedness, then that Borrower shall ensure that any such Financial Indebtedness shall at all times be subordinated in priority to the obligations of that Borrower under this Agreement and the other Finance Documents;
(h) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or
(i) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisationreorganisation which would (in the case of a Borrower) give rise to a Change of Control (without the prior written consent of the Agent, such consent not to be unreasonably withheld); or
(j) amend or vary its constitutional documents in a manner that may lead to a material adverse change in the state of affairs of any Borrower.
Appears in 1 contract
Negative undertakings. The Borrower will not and shall procure that each Owner will not:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors)business; or
(cb) declare or in the case of the Borrower only, pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
if (i) an Event of Default has occurred and has not been remedied or Potential (ii) an Event of Default has occurredwill result from the payment of a dividend or the making of any other form of distribution or (iii) after the payment of such dividend or the making of such distribution the minimum liquidity (as calculated in accordance with Clause 12.6(b) below) after such distribution shall be less than the greater of (i) $25,000,000 or (ii) $1,250,000 multiplied by the number of Fleet Vessels; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s 's or that Owner's share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower or the Owner than those which it could obtain in a bargain made at arms’ length Provided that ' length;
(d) for the foregoing shall not apply avoidance of doubt, subject to (xthe provisions of Clause 12.4(b) loans and advances by the Borrower and each Owner is permitted at any time, in such manner and as many times as it deems fit to the Borrower Parent to the extent that the Borrower may pay dividend or make dividendsany other form of distribution or effect any form of redemption, distributions, redemptions, purchases purchase or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).capital;
(e) allow any Owner to open or maintain, any account with any bank or financial institution except accounts with the Agent for the purposes of the Finance Documents;
(f) allow any Owner to issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;
(g) allow any Owner to acquire any shares or other securities other than the Amalgamation, US or UK Treasury bills and certificates of deposit issued by major North American or European banks or enter into any transaction in a derivative other than Transactions; and
(h) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Negative undertakings. The No Borrower will notwill:
(a) except in connection with the Amalgamation (including carry on any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may the ownership, chartering and operation of the FSO (or the transfer before its conversion) owned or to be required owned by applicable law);it; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital ifProvided that the Borrowers may pay a dividend or make a distribution subject to the following conditions:
(i) an Event of Default or Potential the Borrowers are in compliance with the covenants and undertakings in this Agreement and no Event of Default has occurred; oroccurred and is continuing or would result from the payment of such dividend;
(ii) the aggregate value of the Ships then subject to no force majeure event has occurred and is continuing under a Mortgage (as determined by Service Contract with no force majeure rates payable under a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination AmountService Contract;
(diii) the rate payable under a Service Contract has not remained unpaid for a period of 30 days or more; and
(iv) the Debt Service Reserve Accounts each have at least an amount equal to 6 months of principal and gross interest (non-capitalised) due under this Agreement in relation to the relevant Tranche in accordance with Clause 12.4.
(c) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the that Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the that Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to length;
(xd) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividendsissue, distributions, redemptions, purchases allot or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance grant any person a right to any Guarantor (including amounts to pay ship management fees).shares in its capital or repurchase or reduce its issued share capital;
(e) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks with a minimum Standard and Poor’s rating of AA-, or enter into any transaction in a derivative other than Designated Transactions; or
(f) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Samples: Loan Agreement (Euronav NV)
Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including carry on any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may be required by applicable law);the ownership, chartering and operation of the Ship; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
(i) the amount standing to the credit of the Earnings Account following such distribution, redemption, purchase or return would be less than $750,000;
(ii) an Event of Default or Potential Event of Default has occurredoccurred at such time; or
(iiiii) an Event of Default would occur as a direct result of such distribution, redemption, purchase or return; or
(c) provide any form of credit or financial assistance or issue guarantees in favour of any other corporation or individual other than in the aggregate value normal course of its business Provided that that corporation or individual to whom the of credit or financial assistance has been granted or in favour of whom the guarantee has been issued fully subordinates its rights to the rights of the Ships then subject Creditor Parties under the Finance Documents on terms acceptable to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination AmountAgent;
(d) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s its share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).length; or
(e) open or maintain any account with any bank or financial institution except accounts with the Account Bank for the purposes of the Finance Documents and any accounts disclosed to the Agent on or prior to the date of this Agreement; or
(f) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or
(g) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or
(h) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Negative undertakings. The No Borrower will notwill:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors)business; or
(cb) declare or pay any dividend or make any other form of distribution distribution, unless the Agent is satisfied that, at the relevant time:-
(i) no Event of Default has occurred and is continuing or would result from such payment of dividend or such distribution, or effect any form of redemption, purchase or return of share capital if:
(i) an Event of Default or Potential Event of Default has occurredcapital; orand
(ii) the aggregate of (a) the Market Value of the Mortgaged Ships and (b) the net realisable value of the Ships then subject additional Security previously provided under Clause 15.2 (Minimum required security cover), is equal to a Mortgage (as determined by a Recent Valuation ) is less or higher than 140 145 per cent. of the aggregate of the Loan and the Termination Amount Provided that Swap Exposure less any cash held by the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value Borrowers or any other member of the Ships as aforesaid is Group with the Lender; and
(iii) at any time prior to the making the prepayment referred to in Clause 8.9(c), a minimum credit balance of not less than 125 per cent. $3,000,000 in aggregate shall remain standing to the credit of the aggregate Earnings Accounts, or to any other bank account held at any relevant time by the Borrowers with the Agent, following such payment of the Loan and the Termination Amountdividend or making of distribution;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a to any person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the that Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to ' length;
(xd) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases open or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit maintain any account with any bank or financial assistance to any Guarantor (including amounts to pay ship management fees).institution except accounts with the Agent and the Security Trustee for the purposes of the Finance Documents;
(e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;
(f) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than any Designated Transactions; or
(g) enter into any form of amalgamation, merger or de-merger merger, acquisition, divesture, split-up or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Negative undertakings. The Borrower undertakes with the Lender that, from the date of this Agreement and until the full and complete payment and discharge of the Outstanding Indebtedness it will not, without the prior written consent of the Lender:
(a) Negative pledge:
(i) cease to hold the legal title to, and own the entire beneficial interest in its Vessel, its Insurances and Earnings, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance Documents and the effect of the assignments contained in connection with the Amalgamation Borrower’s General Assignment and any other Finance Documents; and
(including any amendment within five Business Days following the Amalgamationii) amend create or permit any amendment Security Interest (other than a Permitted Security Interest) to subsist, arise or be created or extended over all or any part of its articles present or future undertakings, assets, rights or revenues to secure or prefer any present or future Financial Indebtedness or other liability or obligation of incorporation, bye-laws, the Borrower or any other person other than in the normal course of its constitutional documents (other than as may be required by applicable law)business of owning, financing and operating vessels and owning or acquiring ship-owning companies;
(b) change No further Financial Indebtedness: incur any further Financial Indebtedness nor authorise or accept any capital commitments (other than that normally associated with the nature of its business from the ownership and operation of ships (through its ownership day to day operations of the Guarantors); orBorrower and the Vessel, and the operation, maintenance, repair and trading of the Vessel) nor enter into any agreement for payment on deferred terms or hire agreement;
(c) declare No merger: merge or pay any dividend or make consolidate with any other form of distribution or effect any form of redemption, purchase or return of share capital ifperson;
(d) No disposals:
(i) an Event sell, transfer, abandon, lend, lease or otherwise dispose of Default or Potential Event of Default has occurred; or
cease to exercise direct control over any part (ii) the aggregate value of the Ships then subject being either alone or when aggregated with all other disposals falling to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(d) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iii) any company in or with which such a person is directly or indirectly interested or connected, or enter taken into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital account pursuant to this Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).
(e) other than the Amalgamation, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or8.2
Appears in 1 contract
Negative undertakings. The Borrower will not and shall procure that each Owner will not:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors)business; or
(cb) declare or in the case of the Borrower only, pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
during the Waiver Period, or with effect from 1 January 2015 and thereafter if (i) an Event of Default has occurred and has not been remedied or Potential (ii) an Event of Default has occurredwill result from the payment of a dividend or the making of any other form of distribution or (iii) after the payment of such dividend or the making of such distribution the minimum liquidity (as calculated in accordance with Clause 12.6(b) below) after such distribution shall be less than the greater of (i) $25,000,000 or (ii) $1,250,000 multiplied by the number of Fleet Vessels; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s 's or that Owner's share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower or the Owner than those which it could obtain in a bargain made at arms’ length Provided that ' length;
(d) for the foregoing shall not apply to (x) loans and advances by the Borrower avoidance of doubt, subject to the Borrower Parent provisions of Clause 12.4(b) each Owner is permitted at any time, in such manner and as many times as it deems fit to the extent that the Borrower may pay dividend or make dividendsany other form of distribution or effect any form of redemption, distributions, redemptions, purchases purchase or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).the Borrower;
(e) allow any Owner to open or maintain, any account with any bank or financial institution except accounts with the Agent for the purposes of the Finance Documents;
(f) allow any Owner to issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;
(g) allow any Owner to acquire any shares or other securities other than the Amalgamation, US or UK Treasury bills and certificates of deposit issued by major North American or European banks or enter into any transaction in a derivative other than Transactions;
(h) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation;
(i) during the Waiver Period, incur any new Financial Indebtedness excluding committed but undocumented loans for the Fleet Vessels as at the Effective Date and new loans or credit facilities to finance the construction of the two newbuilding container vessels with hull numbers 656 and 657), refinance or restructure any loan or credit facilities (excluding any refinancing of such existing loans on a Dollar for Dollar basis and on otherwise similar terms and conditions as determined by the Agent in its sole discretion) or allow any lien to arise in respect of its assets, the Ships or any other Fleet Vessel; orand
(j) during the Waiver Period, prepay any Financial Indebtedness of the Group or incurred in relation to another Fleet Vessel.".
(k) Clause 12.6(a) of the Loan Agreement shall be amended by inserting the words: "(excluding balloon amounts of long term loan facilities falling due during such Test Period)" after the words "less current liabilities".
(I) Clause 12.6(b) of the Loan Agreement shall be amended so that the reference at (i) to "$15,000,000" shall be deleted and replaced with a reference to "$10,000,000" but, for the avoidance of doubt, the reference to "$750,000 multiplied by the by the number of Fleet Vessels" in (ii) shall remain the same.
(m) During the Waiver Period the requirement of the Borrower to comply with the minimum interest coverage covenant set out in clause 12.6(c) of the Loan Agreement shall be waived by the Agent on behalf of the Majority Lenders.
(n) During the Waiver Period the requirement of the Borrower to comply with the maximum leverage covenant set out in clause 12.6(d) of the Loan Agreement shall be waived by the Agent on behalf of the Majority Lenders.
(o) Clause 12.6(e) of the Loan Agreement shall be amended so that it reads as follows:
Appears in 1 contract
Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including carry on any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may be required by applicable law);the ownership, chartering and operation of the Finaced Ship; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital ifProvided that:
(i) an Event the Borrower may pay in any Financial Year dividends out of Default or Potential Event of Default has occurredany Earnings which have been retained in any previous Financial Year; orand/or
(ii) the Borrower may pay in any Financial Year (no more frequently than on a quarterly basis during that Financial Year) dividends in an aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 amount not exceeding 60 per cent. of the aggregate Net Income in that Financial Year if at the relevant time no Event of Default has occurred or is continuing or would result from the payment of such dividend; and/or
(iii) with the prior written consent of the Loan Lender (to be given or withheld in its sole and absolute discretion) the Termination Amount Provided that Borrower may pay dividends in any Financial Year in excess of the restriction set out amount referred to in this sub-clause paragraph (c)(iii);
(c) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;repay any shareholder loans or any other loans advanced to it by any person (or, in either case, any interest thereon), nor make nay loans or advances to any person; or
(d) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s 's share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).' length; or
(e) open or maintain any account with any bank or financial institution except the Operating Account and the Retention Account and any other account opened or to be opened with the Lender for the purposes of the Finance Documents; or
(f) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or
(g) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or
(h) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Samples: Loan Agreement (Euroseas Ltd.)
Negative undertakings. (a) The Borrower will not (and in the case of paragraph (i) shall procure that its subsidiaries will not:):
(ai) except engage in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may be required by applicable law)the provision of drybulk shipping and maritime logistics services and businesses which are reasonably related or incidental thereto;
(bii) change enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation unless after giving effect thereto, (A) the nature of its business from the ownership and operation of ships (through its ownership surviving entity is a wholly-owned direct or indirect subsidiary of the GuarantorsShareholder Guarantor (or is the Shareholder Guarantor), (B) the surviving entity (if not the Borrower) has succeeded to all obligations of the Borrower under the Finance Documents and Master Agreements, and (C) no Event of Default or Potential Event of Default has occurred which is continuing; or
(ciii) declare or from and after the Drawdown Date pay any dividend or make any other form of distribution to its shareholders or effect any form of redemption, purchase or return of share capital if:
(i) if an Event of Default or Potential Event of Default has occurredoccurred and is continuing; orand
(b) The Borrower will procure that the Owners do not:
(i) engage in any business other than (A) the ownership, chartering, operation and disposition of the Ship or Ships (as the case may be), (B) execution, delivery and performance of the Finance Documents to which they are a party, and (C) activities necessary or incidental to the foregoing;
(ii) from and after the aggregate value Drawdown Date, pay any dividend or make any other form of the Ships then subject distribution to a Mortgage (as determined by a Recent Valuation ) their shareholders or effect any form of redemption, purchase or return of share capital if an Event of Default or Potential Event of Default has occurred and is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amountcontinuing;
(diii) from and after the Drawdown Date and except for dividends or distributions permitted by paragraph (ii) above and loans and advances made if no Event of Default or Potential Event of Default has occurred which is continuing, provide any form of credit or financial assistance to:
(i) an Affiliate;
(iiA) a person who is directly or indirectly interested in the Borrower’s its share or loan capital; or
(iiiB) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower it than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to length;
(xiv) loans and advances by the Borrower issue, allot or grant any person other than to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance a right to any Guarantor (including amounts to pay ship management fees).shares in its capital or repurchase or reduce its issued share capital;
(ev) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or
(vi) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Negative undertakings. The No Borrower will notwill:
(a) except in connection with carry on any business other than the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment ownership, chartering and operation of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);Ship; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
(i) capital, if there has occurred an Event of Default which is continuing, or Potential an Event of Default has occurredwould thereby be caused to occur; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(dc) provide any form of credit or financial assistance to:to any person or company (without the prior written consent of the Agent, such consent not to be unreasonably withheld); or
(id) an Affiliate;open or maintain any account with any bank or financial institution except accounts with a bank or financial institution already opened or maintained or accounts approved by the Agent for the purposes of the Finance Documents; or
(iie) issue, allot or grant any person a person who is directly right to any shares in its capital or indirectly interested in the Borrower’s repurchase or reduce its issued share or loan capital; or
(iiif) acquire any company in shares or with which such a person is directly or indirectly interested or connected, other securities or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).derivative; or
(eg) other than the Amalgamation, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisationreorganisation which would (in the case of the Borrower) give rise to a Change of Control Event (without the prior written consent of the Agent, such consent not to be unreasonably withheld); or
(h) incur any Financial Indebtedness (including issuing any guarantee or making any loans or advances) other than in the ordinary course of owning and operating its Ship or as otherwise contemplated by this Agreement, except on terms that the same shall, in the case of unsecured indebtedness, rank no higher than pari passu with the Borrowers’ obligations under this Agreement and, in the case of any Financial Indebtedness incurred to any parent or affiliate of a Borrower is fully subordinated to the Borrowers’ and or the Corporate Guarantor’s obligations under the Finance Documents:
Appears in 1 contract
Negative undertakings. The Each Borrower will not:undertakes with each of the Finance Parties that throughout the Finance Period, without the prior written consent of the Agent acting on the instructions of the Majority Banks (or, in the case of clause 10.6(b)(ii) all the Banks):
(a) except in connection with Negative pledge: it will not, and will procure that no other member of the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or Group will, permit any amendment of its articles of incorporation, bye-laws, Encumbrance by it or any other member of its constitutional documents (other than as may the Group to subsist, arise or be required by applicable law)created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues, save for any Permitted Encumbrance;
(b) change the nature of its business from the ownership Transactions similar to security: (without prejudice to sub-clauses 10.6(c) and operation of ships (through its ownership f)) it will not, and will procure that no other member of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital ifGroup will:
(i) an Event sell or otherwise dispose of Default any of its assets on terms whereby such asset is or Potential Event may be leased to, or re-acquired or acquired by, Newco 2 or any other member of Default has occurredthe Group other than as part of a transaction whereby the asset concerned becomes the subject of a Finance Lease which is permitted under clause 10.6(c)(viii); or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(d) provide any form of credit sell, factor or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering dispose of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).
(e) its receivables other than the Amalgamation, enter into any sale of receivables in connection with a trade receivables financing transaction which is on arms length terms in form and substance satisfactory to all of amalgamation, merger or de-merger or any form the Banks (acting reasonably) provided that all of reconstruction or reorganisation; orthe proceeds of such sale are immediately applied in prepaying the Facilities;
Appears in 1 contract
Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including carry on any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may be required by applicable law);the ownership, chartering and operation of the Ship; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
Provided that (i) the Borrower may pay in any Financial Year (no more frequently than on a quarterly basis during that Financial Year) dividends in an Event of Default or Potential Event of Default has occurred; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 amount not exceeding 60 per cent. of the aggregate Net Income in that Financial Year if at the relevant time no Event of Default has occurred or is continuing or would result from the payment of such dividend and (ii) with the prior written consent of the Loan Lender (to be given or withheld in its sole and absolute discretion), the Termination Amount Provided that Borrower may pay dividends in any Financial Year in excess of the restriction set out amount referred to in this sub-clause paragraph (c)(iii);
(c) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;repay any shareholder loans or any other loans advanced to it by any person (or, in either case, any interest thereon), nor make nay loans or advances to any person; or
(d) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s 's share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).' length; or
(e) open or maintain any account with any bank or financial institution except the Operating Account and the Retention Account and any other account opened or to be opened with the Lender for the purposes of the Finance Documents; or
(f) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or
(g) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or
(h) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Samples: Loan Agreement (Euroseas Ltd.)
Negative undertakings. The Borrower will notEach Obligor must not do, or agree or attempt to do, any of the following things without the Financier’s prior written consent:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend create or permit to exist any amendment Security Interest over or affecting any of its articles Secured Property, and must procure that each other member of incorporation, bye-laws, the Group does not create or permit to exist any other Security Interest over or affecting any of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemptionassets, purchase or return of share capital ifexcept for:
(i) an Event of Default or Potential Event of Default has occurredany Permitted Security Interest; or
(ii) an agreement with respect to the aggregate value acquisition of assets on title retention terms where that agreement was entered into in the Ships then subject ordinary course of its ordinary business;
(b) Dispose Of or Deal With an asset or attempt or agree to do so, other than a Mortgage Permitted Disposal;
(as determined by a Recent Valuation c) deposit money with any person in circumstances where that money is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided not repayable unless it or another person pays or discharges other indebtedness or performs or observes another obligation owed to that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amountperson or another person;
(d) without limiting clause 10.5(b), move any Secured Property outside Australia except in the ordinary course of its ordinary business;
(e) deal in any way with any person except at arm’s length in the ordinary course of its ordinary business for valuable commercial consideration;
(f) make any Distribution other than any Permitted Distribution;
(g) obtain or permit to exist any Finance Debt, and must procure that each other member of the Group does not obtain or permit to exist any Finance Debt, from any person other than Permitted Finance Debt;
(h) provide or continue to provide any form Finance Debt to any person other than any Permitted Finance Debt;
(i) call up or receive in advance of credit calls any uncalled capital, or financial assistance toapply any capital called up or received for any purpose other than towards satisfaction of the Secured Money;
(j) do, cause to be done or permit any act or omission which would cause the right to receive payment of any of its book debts or other debts or any other amounts owing to it under any other monetary claims to be prejudiced or adversely affected;
(k) release or compound any of its book debts or any security for any of its book debts or other debts or any other amounts owing to it under any other monetary claims or deal with any of them by way of assignment, barter, discount, exchange, factoring or set-off or offer any of them for sale or sell, assign or agree to sell or assign any of them;
(l) materially change the nature of the business which it carries on as at the date of this document, change its place of registration or incorporation;
(m) relocate its principal place of business outside Australia;
(n) not change its or its holding company’s legal or beneficial ownership (including a change by way of a sale of shares, transfer of shares, security over shares, dilution of ownership through the issue of further shares or otherwise) or a change in its or its holding company’s effective Control;
(o) permit any Marketable Securities forming part of the Secured Property to become liable to cancellation, forfeiture, avoidance or loss;
(p) request or consent to the removal of any of the Secured Property from any register on which it is recorded or registered;
(q) take steps to obtain protection under any statute or any other law which allows or causes the Financier’s rights in connection with the Secured Property to be prejudiced;
(r) change its name, ACN or ABN;
(s) in respect of the Material Documents:
(i) an Affiliateamend, restate, supplement, replace or vary any Material Document to which it is a party, or consent to any amendment, restatement, supplement, replacement or variation of any Material Document to which it is a party;
(ii) cancel, terminate, release, surrender, accept repudiation, repudiate, rescind, avoid or discharge (except by performance) all or part of any Material Document to which it is a person who party;
(iii) waive, extend or grant time or indulgence in respect of, any provision of any Material Document to which it is directly or indirectly interested in the Borrower’s share or loan capitala party; or
(iiiiv) do or permit anything which would enable or give grounds to another party to any company Material Document to do anything referred to in clauses 10.5(s)(i), 10.5(s)(ii) or with 10.5(s)(iii); or
(t) otherwise do or permit anything to be done as a result of which such a person the realisable value of the Secured Property is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, may be reduced or the rendering of Financier’s rights under any service by Finance Document are or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees)be prejudiced.
(e) other than the Amalgamation, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or
Appears in 1 contract
Negative undertakings. The No Borrower will notwill:
(a) except carry on any business other than, in connection with the Amalgamation (including any amendment within five Business Days following case of a Shipowner, the Amalgamation) amend ownership, chartering and operation of the Ship owned by it and, in the case of the Holding Company, investing in companies which own or permit any amendment are to acquire LPG carriers or other types of its articles of incorporationocean-going vessels which are used to transport petroleum, bye-laws, petrochemical gas products or any other of its constitutional documents (other than as may be required by applicable law);liquefied natural gas; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
(i) an Event of Default or Potential Event of Default has occurredexcept in accordance with Clause 11.4; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s that Xxxxxxxx's share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the that Borrower than those which it could obtain in a bargain made at arms’ length Provided ' length;
(d) open or maintain any account with any bank or financial institution except (i) accounts with the Lender for the purposes of the Finance Documents if that the foregoing shall not apply to Borrower is a Shipowner, (xii) loans and advances by the Borrower accounts with any other bank or financial institution notified in writing to the Borrower Parent Lender in the case of the Holding Company and (iii) the existing account opened by Geneve and held in its name with Alpha Bank, PROVIDED THAT the exemption set out in sub-paragraph (iii) of this Clause 11.3(d) shall be without prejudice to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return obligations of share capital pursuant to Geneve under Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).17.1;
(e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;
(f) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or
(g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Samples: Loan Agreement (StealthGas Inc.)
Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors)business; or
(cb) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital Provided that the Borrower may make a distribution if:
(i) an Event of Default or Potential the Borrower has first submitted to the Facility Agent a Compliance Certificate (with supporting evidence satisfactory to the Facility Agent) which confirms that (A) no Event of Default has occurredoccurred or is continuing and (B) the making of such distribution will not result in the Borrower being in breach of any of the financial covenants referred to in Clause 12.5 or in the occurrence of an Event of Default; orand
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) Facility Agent is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided satisfied that the restriction set out Security Cover Ratio referred to in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless Clause 15.1 is maintained at the aggregate value of time the Ships as aforesaid distribution is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;made; Index
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing this shall not apply to (x) loans and advances by prevent or restrict the Borrower from on-lending the Loan to the Borrower Parent Owners;
(d) allow any Owner to the extent that the Borrower may make dividends, distributions, redemptions, purchases open or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit maintain any account with any bank or financial assistance institution except accounts with the Facility Agent or any other Creditor Party for the purposes of the Finance Documents Provided that until the completion of the syndication process (as referred to in Clause 12.8) an Owner may continue to maintain any Guarantor (including amounts to pay ship management fees).other accounts already opened with other banks for the purposes of previous financings;
(e) cause the common units of the Borrower to cease to be listed on the Nasdaq National Market in New York unless the common units of the Borrower are listed instead on any other than internationally recognised stock exchange acceptable to the AmalgamationLenders, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; orsuch acceptance not to be unreasonably withheld.
Appears in 1 contract
Negative undertakings. The No Borrower will notwill:
(a) except in connection with the Amalgamation (including carry on any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may be required the ownership, chartering and operation of the Ship owned by applicable law);it; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or if an Event of Default has occurred and is continuing; or
(c) effect any form of redemption, purchase or return of share capital if:
(i) an Event of Default or Potential Event of Default has occurredcapital; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(d) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the that Borrower’s 's share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, ; or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the that Borrower than those which it could obtain in a bargain made at arms’ ' length Provided provided however that the foregoing shall not apply prior to (x) loans and advances by the Borrower to the Borrower Parent to the extent an Event of Default which is continuing that the Borrower may make dividends, distributions, redemptions, purchases provide loans to or return incur inter-company Indebtedness from other subsidiaries of share capital pursuant the Guarantor and may service such inter-company Indebtedness provided that in the case of any such inter-company Indebtedness the relevant lending company has first executed an agreement in favour of the Lender fully subordinating the rights of such lending company in respect of such Indebtedness to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).those of the Lender under the Finance Documents;
(e) open or maintain any account with any bank or financial institution except accounts with the Lender for the purposes of the Finance Documents;
(f) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;
(g) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or
(h) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including carry on any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may be required by applicable law);the ownership, chartering and operation of the Ship; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital. The Lender shall consider granting a permission for such payment of dividend, making any other form of distribution or effecting any form of redemption, purchase or return of share capital if:
if it is satisfied, that the Borrower maintains, at any relevant time, freely available and non-encumbered (iother than pursuant to the Finance Documents) an Event cash balances, in aggregate, of Default or Potential Event of Default has occurrednot less than $1,000,000; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to length; or
(xd) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases open or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit maintain any account with any bank or financial assistance to any Guarantor (including amounts to pay ship management fees).institution except accounts with Account Bank or with the Lender for the purposes of the Finance Documents; or
(e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or
(f) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than Transactions entered into pursuant to the Amalgamation, Master Agreement and any derivative transactions entered into by the Borrower for the purpose of hedging its exposure and/or indebtedness at the relevant time in its ordinary course of business; or
(g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or
(h) change its constitutional documents; or
(i) employ and will procure that the Ship is not employed:
(i) in breach of any embargo or sanction or prohibited order (or any similar order or directive) of:
(A) the United Nations Security Council;
(B) the European Union;
(C) the United Kingdom; or
(D) the United States of America, as they apply to their members or nationals; or
(ii) in any trade, carriage of goods or business which is forbidden by, United Kingdom or United States of America law as they apply to their members or nationals, or any law applicable to the Borrower, any charterer which is a party to a Charterparty, any operator of the Ship, or any country which the Ship may visit; or
(iii) in carrying illicit or prohibited goods; or
(iv) in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated; or by or for the benefit of a Prohibited Person.
Appears in 1 contract
Negative undertakings. The No Borrower will notwill:
(a) except in connection with the Amalgamation (including carry on any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may be required the ownership, chartering and operation of the Ship owned by applicable law);it; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital. The Lender shall consider granting a permission for such payment of dividend, making any other form of distribution or effecting any form of redemption, purchase of return of share capital if:
if it is satisfied, that the Borrowers maintain, at the relevant time, freely available and non-encumbered (iother than pursuant to the Finance Documents) an Event cash balances, in aggregate, of Default or Potential Event of Default has occurrednot less than $4,000,000; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the that Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the that Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to length; or
(xd) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases open or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit maintain any account with any bank or financial assistance to any Guarantor (including amounts to pay ship management fees).institution except accounts with Account Bank or with the Lender for the purposes of the Finance Documents; or
(e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or
(f) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than Transactions entered into pursuant to the Amalgamation, Master Agreement to which it is a party and any derivative transactions entered into by that Borrower for the purpose of hedging its exposure and/or indebtedness at the relevant time in its ordinary course of business; or
(g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or
(h) change its constitutional documents; or
(i) employ and will procure that its Ship is not employed:
(i) in breach of any embargo or sanction or prohibited order (or any similar order or directive) of:
(A) the United Nations Security Council;
(B) the European Union;
(C) the United Kingdom; or
(D) the United States of America, as they apply to their members or nationals; or
(ii) in any trade, carriage of goods or business which is forbidden by, United Kingdom or United States of America law as they apply to their members or nationals, or any law applicable to that Borrower, any charterer which is a party to an Approved Charterparty, any operator of that Ship, or any country which that Ship may visit; or
(iii) in carrying illicit or prohibited goods; or
(iv) in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated; or by or for the benefit of a Prohibited Person.
Appears in 1 contract
Negative undertakings. The Each Borrower will notundertakes with each of the Finance Parties that, from the date of this Agreement and so long as any moneys are owing under this Agreement or remain available for drawing by the Borrowers, without the prior written consent of the Agent acting on the instructions of the Majority Banks:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or Negative pledge: save for Permitted Encumbrances it will not permit any amendment Encumbrance by any member of the Group to subsist, arise or be created or extended over all or any part of its articles present or future undertakings, assets, rights or revenues to secure or prefer any present or future Indebtedness of incorporation, bye-laws, any member of the Group or any other of its constitutional documents (other than as may be required by applicable law)person;
(b) change the nature of its business from the ownership No other Borrowed Money or finance transactions: it will not, and operation of ships (through its ownership will procure that no other member of the Guarantors); or
(c) declare Group will, incur or pay permit to exist on its behalf any dividend obligations in respect of Borrowed Money, including Finance Leases, whether on or make off balance sheet, to any other form of distribution person, or effect any form of redemption, purchase or return of share capital ifsale and leaseback except:
(i) Borrowed Money arising from normal trade credit;
(ii) Borrowed Money in respect of receivables discounting facilities provided that the aggregate amount of such Borrowed Money does not exceed (pound)5,000,000 (or its equivalent) at any time;
(iii) the Borrowed Money of any persons acquired by any member of the Group pursuant to the D Acquisition provided that such Borrowed Money at no time exceeds Korean Won 28,600,000,000 (or its equivalent) in aggregate in respect of receivables discounting facilities (or any refinancing thereof by other receivables discounting facilities), Korean Won 56,600,000,000 (or its equivalent) in aggregate in respect of debenture stock issued by D Ad Ltd (or Korean Won 28,600,000,000 (or its equivalent) in aggregate in respect of any refinancing of such debenture stock) and Korean Won 23,600,000,000 (or its equivalent) in aggregate in respect of any other Borrowed Money of such acquired persons (or any refinancing thereof);
(iv) any Borrowed Money of any person (other than pursuant to the D Acquisition) acquired by any member of the Group after the date of this Agreement, where such Borrowed Money was existing at the time of such acquisition and was not incurred in contemplation of, or in connection with, that acquisition and where no member of the Group other than the person so acquired has any obligation (actual or contingent) in respect of such Borrowed Money and where such Borrowed Money is repaid or otherwise discharged within 6 months of such acquisition;
(v) any Borrowed Money constituted by vendor loan notes issued or to be issued by any member of the Waterloo Group in accordance with the terms of any acquisition agreement entered into by a member of the Waterloo Group prior to the date of this Agreement and any bank guarantee facilities relating to such notes but not exceeding in aggregate (pound)7,500,000;
(vi) Borrowed Money not exceeding Australian dollars 10,000,000 in aggregate in respect of working capital facilities made available in Australia to members of the Group;
(vii) Borrowed Money not exceeding(pound)5,000,000 (or its equivalent) in respect of the cash management arrangements of the Group;
(viii) the Existing Facilities until prepaid in full from the proceeds of the Facilities;
(ix) Indebtedness in respect of Finance Leases provided that the aggregate amount of the principal element of the Indebtedness under such Finance Leases does not exceed (pound)2,000,000 (or its equivalent) at any time;
(x) Borrowed Money owed to members of the Zenith Group;
(xi) External Refinancings provided that the Aggregate Net Proceeds thereof are applied in accordance with clause 8.6(a);
(xii) performance bonds issued by a member of the Group in respect of the obligations of another member of the Group in the ordinary course of trading;
(xiii) Derivatives Contracts entered into in accordance with clause 12.1(l);
(xiv) the Zenith Guarantee;
(xv) Borrowed Money owed by one member of the Group to another member of the Group in the ordinary course of business;
(xvi) Borrowed Money of the D Group in respect of guarantees issued by banks on behalf of the D Group to media authorities in Korea in connection with bona fide arrangements for maintenance of media accreditation;
(xvii) Borrowed Money in addition to that permitted by clauses 12.2(b)(i) to (xvi) not exceeding (pound)16,000,000 (or its equivalent) in aggregate at any given time;
(c) No merger: save pursuant to the Waterloo Acquisition or with another member of the Group pursuant to a Group reorganisation on a solvent basis it will not permit an Event Obligor to merge with any other company or person in circumstances where the Obligor ceases to exist or where the obligations of Default such Obligor to the Finance Parties are detrimentally affected;
(d) Disposals: it will not and will procure that none of its Subsidiaries will sell, transfer, lend or Potential Event otherwise dispose of Default has occurred; or cease to exercise direct control over any Restricted Assets (whether by any of a Trade Sale, Flotation or otherwise and whether by one or a series of transactions related or not) except that disposals are permitted to the extent that:
(i) in any Fiscal Year, the Group does not dispose of Restricted Assets the aggregate Relevant Value of which is more than 15 per cent. of PBIT of the Group for the previous Fiscal Year calculated by reference to the relevant audited consolidated accounts of the Group. (For the purposes of this clause 12.2(d)(i), the "Relevant Value" of any Restricted Asset shall be that part of PBIT of the Group attributable to that Restricted Asset, calculated by reference to the 4 consecutive Fiscal Quarters ending with the latest Fiscal Quarter for which Quarterly Management Accounts have been delivered or, in the case of any Restricted Assets which are interests in freehold or leasehold property (or buildings and fixtures thereon), shall be the consideration (including any deferred consideration or purchase price adjustment receivable in the then current Fiscal Year) for such disposal);
(ii) the aggregate value disposal is a transfer from one member of the Ships then subject Group to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. another member of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination AmountGroup;
(diii) provide they are disposals of parts of the D Group as provided in the M.O.U.;
(e) Loans and guarantees: save as permitted under the terms of this Agreement, it will not, and will procure that none of its Subsidiaries will, make any form loans, grant any credit (except for normal trade credit in the ordinary course of credit day-to-day trading) or financial assistance togive any guarantee save for:
(i) an AffiliatePermitted Guarantees to or for the benefit of any person;
(ii) a person who is directly loans and guarantees in any Fiscal Year where the amount of such loan or indirectly interested the amount of such guarantee (as the case may be), when aggregated with the consideration for acquisitions or investments over and above Permitted Acquisitions in such Fiscal Year which are funded out of the Borrower’s share or loan capitalproceeds of Borrowed Money, does not exceed the relevant limits in clause 12.2(f) below; orand
(iii) loans from one member of the Group to another entered into in the ordinary course of business;
(f) Acquisitions: save for Permitted Acquisitions, it will not, and will procure that none of its Subsidiaries will, acquire or make any company investment in any companies, joint ventures or with which such a person is directly partnerships or indirectly interested other persons or connected, acquire any businesses (or enter into any transaction with interests therein) funded in whole or involving such a person or company in part out of the proceeds of Borrowed Money:
(including, without limitation, the purchase from, sale to or exchange of property withi) save for investments in, or the rendering acquisition of, businesses and companies which are related or complementary to the existing businesses of the Group and where the consideration funded out of the proceeds of Borrowed Money (which shall include for these purposes the amount of any service deferred consideration is so funded and payable in the then current Fiscal Year and the amount of Borrowed Money assumed by the Group as part of such acquisition) payable by the Group in respect of all such acquisitions or for, such person or company) on terms which are, investments in any respectFiscal Year when aggregated with all loans made pursuant to clause 12.2(e)(ii) shall not exceed(pound)12,500,000 (or its equivalent) ("acquisition allowance");
(ii) save for investments in, less favourable or the acquisition of, shares in the companies set out in the Group Structure Book as companies in which a member of the Group holds voting shares as at the date of the Group Structure Book; and any part of the acquisition allowance unused in a Fiscal Year may be carried forward to the Borrower than those next succeeding Fiscal Year only and any unused carried forward acquisition allowance shall be lost and deferred consideration for an acquisition shall be treated as reducing the acquisition allowance for the Fiscal Year in which it could obtain falls to be paid and shall not, when aggregated with the acquisition consideration paid in a bargain made at arms’ length Provided such Fiscal Year, exceed the acquisition allowance for that the foregoing shall not apply to Fiscal Year;
(xg) loans Change of business: it will not, and advances by the Borrower will procure that none of its Subsidiaries will make any material change to the Borrower Parent to general nature of its business which would constitute a material change in the extent nature of the business of the Group taken as a whole from that carried on at the Borrower may make dividends, distributions, redemptions, purchases or return date of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees)this Agreement.
(e) other than the Amalgamation, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or
Appears in 1 contract
Samples: Loan Agreement (Cordiant Communications Group PLC /Adr)
Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from or allow any Owner to change the ownership and operation nature of ships (through its ownership of the Guarantors); orbusiness;
(cb) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
(i) its issued shares if an Event of Default has occurred and is continuing at the relevant time or Potential an Event of Default has occurred; or
(ii) will result from the aggregate value payment of a dividend or the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. making of the aggregate any other form of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amountdistribution;
(dc) allow the Owners to provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrowerthat Owner’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower that Owner than those which it could obtain in a bargain made at arms’ length Provided that length;
(d) allow the foregoing shall not apply Owners to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases open or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit maintain any account with any bank or financial assistance to any Guarantor (including amounts to pay ship management fees).institution except accounts with the Agent, the Account Bank and the Security Trustee for the purposes of the Finance Documents;
(e) change, or allow an Owner to change, its Financial Year;
(f) allow the Owners to issue, allot or grant any person a right to any shares or repurchase or reduce its issued shares;
(g) allow the Owners to acquire any shares or other securities other than short term debt obligations or Treasury bills issued by the AmalgamationUS, the UK or a Participating Member State and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or
(h) and procure that the Owners will not enter into any form of amalgamation, merger or de-merger merger, acquisition, divesture, split-up or any form of reconstruction or reorganisation; or, which in respect of the Borrower would result in the occurrence of an Event of Default as a result of such amalgamation, merger or de-merger, acquisition, divesture, split-up or any form of reconstruction or reorganisation.
Appears in 1 contract
Negative undertakings. The Each Borrower will not:
(a) except in connection with carry on any type of business other than the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment ownership, chartering and operation of its articles of incorporation, bye-laws, or any other of Ship in accordance with its constitutional documents (other than as may be required by applicable law)documents;
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution (other than allocation of a distribution pursuant to Clause 12.4) or effect any form of redemption, purchase purchase, reduction or return of limited partnership interests and/or share capital if:
(i) an Event of Default or Potential Event of Default has occurredissue, allot or grant any person a right to any limited partnership interests and/or shares in its capital; or
(iic) without the aggregate value prior written consent of the Ships then subject to a Mortgage Agent (as determined by a Recent Valuation ) is less than 140 per cent. acting on the instructions of the aggregate of the Loan Majority Lenders), which consent and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall instructions will not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(d) unreasonably be withheld, incur any debt or provide any form of credit or financial assistance to:
(iunless fully subordinated to the Loan and on terms otherwise acceptable to the Lenders) an Affiliate;
issue any guarantee to any person, (ii) a person who is directly or indirectly interested other than otherwise permitted in the Borrower’s share or loan capital; or
(iii) any company in or with which such a person is directly or indirectly interested or connectedthis Agreement), or enter into any transaction with or involving such a person person, unless in the ordinary course of its normal shipping business; or
(d) without the prior written consent of the Agent (acting on the instructions of the Majority Lenders), open or company (including, without limitation, maintain any account with any bank or financial institution except accounts with the purchase from, sale to Account Bank or exchange for the purposes of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable Finance Documents and accounts notified to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower Agent prior to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return date of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).this Agreement; or
(e) acquire any limited partnership interests and/or shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or
(f) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation, or change its name; or
(g) purchase any further assets (other than the Ship owned by such Borrower), either directly or indirectly (through subsidiaries); or
(h) without the prior written consent of the Agent (acting on the instructions of the Majority Lenders), which consent and instructions will not be unreasonably be withheld, incur any other Financial Indebtedness. Any shareholder loans, inter company/partnership loans, partnership interest owners’ loans, affiliate loans and third party loans to the Borrowers shall be fully subordinated to the rights of the Creditor Parties under the Loan Agreement and the Finance Documents, on terms satisfactory to the Agent in its sole discretion.
Appears in 1 contract
Samples: Loan Agreement (EuroDry Ltd.)
Negative undertakings. The No Borrower will notwill:
(a) except in connection with the Amalgamation (including carry on any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may be required the ownership, chartering and operation of the Ship owned by applicable law);it; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital ifif an Event of Default has occurred at such time or would occur as a direct result of such distribution, redemption, purchase or return; or
(c) provide any form of credit or financial assistance or issue guarantees in favour of any other corporation or individual other than:
(i) an Event in the normal course of Default or Potential Event of Default has occurredits business; orand
(ii) the aggregate value unsecured guarantees issued by that Borrower in respect of obligations of the Ships then subject Corporate Guarantor under the Term B Loan, Provided that that corporation or individual to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. whom the of credit or financial assistance has been granted or in favour of whom the guarantee has been issued fully subordinates its rights to the rights of the aggregate of Creditor Parties under the Loan and Finance Documents on terms acceptable to the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination AmountAgent;
(d) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the that Borrower’s share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the that Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).length; or
(e) open or maintain any account with any bank or financial institution except accounts with the Account Bank for the purposes of the Finance Documents and any accounts disclosed to the Agent on or prior to the date of this Agreement; or
(f) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or
(g) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or
(h) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Negative undertakings. The No Borrower will not:will, without the prior written consent of the Co-Arrangers (such consent not to be unreasonably withheld or delayed):
(a) except (in connection with the Amalgamation (including case of an Owner) carry on any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (business other than as may the ownership, chartering and operation of the Ship to be required owned by applicable law)it, the incurrence of obligations under the Shipbuilding Contract and the Finance Documents to which it is a party and activities incidental thereto and (in the case of the Holding Company) carry on any business other than the ownership of the Owners;
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
(i) an Event of Default or Potential Event of Default has occurred; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(d) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iii) issue any company in or with which such a person is directly or indirectly interested or connectedguarantee to any person, or enter into any transaction with or involving such a person;
(c) (save for the Holding Company) open or maintain any account (other than any accounts already in existence at the date of this Agreement) with any bank or financial institution, except accounts with the Agent for the purposes of the Finance Documents;
(d) issue, allot or grant any person a right to any shares in its capital or company repurchase or reduce its issued share capital (other than, in the case of the Holding Company, an increase in its share capital as disclosed to and agreed by the Co-Arrangers prior to the date of signing of this Agreement);
(e) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative (including, without limitation, the purchase from, sale to any interest or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management feescurrency swap).;
(ef) other than the Amalgamation, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; orreorganisation save that the Holding Company may take any such action to the extent that the surviving entity is not (in the sole opinion of the Co-Arrangers) materially financially weaker and assumes all obligations of the Holding Company under the Finance Documents to which it is a party;
(g) incur any other Financial Indebtedness except Financial Indebtedness to companies within the same beneficial or ultimate beneficial ownership of the Borrowers on a fully subordinated basis;
(h) purchase any further assets (other than the Ships), either directly or indirectly (through subsidiaries).
Appears in 1 contract
Samples: Loan Agreement (Alma Maritime LTD)
Negative undertakings. The No Borrower will notwill:
(a) except carry on any business other than, in connection with the Amalgamation (including any amendment within five Business Days following case of a Shipowner, the Amalgamation) amend ownership, chartering and operation of the Ship owned by it and, in the case of the Holding Company, investing in companies which own or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);are to acquire LPG carriers; or
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
(i) an Event of Default or Potential Event of Default has occurredexcept in accordance with Clause 11.4; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(dc) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s that Xxxxxxxx's share or loan capital; or
(iiiii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the that Borrower than those which it could obtain in a bargain made at arms’ length Provided ' length;
(d) open or maintain any account with any bank or financial institution except (i) accounts with the Lender for the purposes of the Finance Documents if that the foregoing shall not apply to Borrower is a Shipowner, (xii) loans and advances by the Borrower accounts with any other bank or financial institution notified in writing to the Borrower Parent Lender in the case of the Holding Company and (iii) the existing account opened by Geneve and held in its name with Alpha Bank, PROVIDED THAT the exemption set out in sub-paragraph (iii) of this Clause 11.3(d) shall be without prejudice to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return obligations of share capital pursuant to Geneve under Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).17.1;
(e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;
(f) acquire any shares or other securities other than the AmalgamationUS or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or
(g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or.
Appears in 1 contract
Samples: Loan Agreement (StealthGas Inc.)
