Other Debt There is no indebtedness with respect to any Property or any excess cash flow or any residual interest therein, whether secured or unsecured, other than Permitted Encumbrances and Permitted Indebtedness.
Other Deductions Voluntary payroll deductions made to the Union for employee benefits will be submitted at the same time as regular dues deductions. No later than the fifteenth (15th) of each month, the Union shall receive a benefit register for each benefit listing each employee, the amount deducted, and the purpose of the deduction.
Other Debts Not to have outstanding or incur any direct or contingent liabilities or lease obligations (other than those to the Bank), or become liable for the liabilities of others, without the Bank’s written consent. This does not prohibit: (a) Acquiring goods, supplies, or merchandise on normal trade credit. (b) Endorsing negotiable instruments received in the usual course of business. (c) Obtaining surety bonds in the usual course of business. (d) Liabilities, lines of credit and leases in existence on the date of this Agreement disclosed in writing to the Bank.
Prepayments of Other Indebtedness Modifications of Certificate of Incorporation, Other Constitutive Documents or By-Laws and Certain Other Agreements, etc. 86 SECTION 6.09. Limitation on Certain Restrictions on Subsidiaries 87 SECTION 6.10. Limitation on Issuance of Capital Stock 87 SECTION 6.11. Limitation on Creation of Subsidiaries 88 SECTION 6.12. Business 88 SECTION 6.13. Limitation on Accounting Changes 88 SECTION 6.14. Fiscal Year 88 SECTION 6.15. Sale and Leaseback Transactions 89 SECTION 6.16. Anti-Terrorism Law; Anti-Money Laundering 89 SECTION 7.01. The Guarantee 89 SECTION 7.02. Obligations Unconditional 89 SECTION 7.03. Reinstatement 91 SECTION 7.04. Subrogation; Subordination 91 SECTION 7.05. Remedies 91 SECTION 7.06. Instrument for the Payment of Money 91 SECTION 7.07. General Limitation on Guarantee Obligations 92 SECTION 8.01. Events of Default 92 SECTION 9.01. Collateral Account 94 SECTION 9.02. Proceeds of Casualty Events 95 SECTION 9.03. Application of Proceeds 96 SECTION 10.01. Appointment 96 SECTION 10.02. Agent in Its Individual Capacity 97 SECTION 10.03. Exculpatory Provisions 97 SECTION 10.04. Reliance by Agent 97 SECTION 10.05. Delegation of Duties 97 SECTION 10.06. Successor Agent 98 SECTION 10.07. Non-Reliance on Agent and Other Lenders 98 SECTION 10.08. No Other Administrative Agent 98 SECTION 10.09. Indemnification 99 SECTION 11.01. Notices 99 SECTION 11.02. Waivers; Amendment 100 SECTION 11.03. Expenses; Indemnity 102 SECTION 11.04. Successors and Assigns 103 SECTION 11.05. Survival of Agreement 106 SECTION 11.06. Counterparts; Integration; Effectiveness 106 SECTION 11.07. Severability 107 SECTION 11.08. Right of Setoff 107 SECTION 11.09. Governing Law; Jurisdiction; Consent to Service of Process 107 SECTION 11.10. WAIVER OF JURY TRIAL 108 SECTION 11.11. Headings 108 SECTION 11.12. Confidentiality 108 SECTION 11.13. Interest Rate Limitation 109 Schedule 1.01(a) Mortgaged Properties Schedule 1.01(c) Subsidiary Guarantors Schedule 3.03 Governmental Approvals; No Conflicts Schedule 3.05(c) Intellectual Property Schedule 3.06(a) Subsidiaries Schedule 3.08 Material Agreements Schedule 3.18 Insurance Schedule 4.02(l)(vi) Landlord Access Agreements Schedule 5.10 Post-Closing Obligations Schedule 6.01 Existing Indebtedness Schedule 6.02 Existing Liens Schedule 6.04 Specified Acquisitions Exhibit A Form of Landlord Access Agreement Exhibit B Form of Administrative Questionnaire Exhibit C Form of Assignment and Assumption Exhibit D Form of Borrowing Request Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Confidential Lender Authorization Exhibit H Form of Mortgage Exhibit I-1 Form of Term Note Exhibit I-2 Form of Revolving Note Exhibit I-3 Form of Swingline Note Exhibit J-1 Form of Perfection Certificate Exhibit J-2 Form of Perfection Certificate Supplement Exhibit K Form of Security Agreement Exhibit L Form of Exemption Certificate Exhibit M Form of Solvency Certificate Exhibit N Form of Intercompany Note Exhibit O Form of Mortgage Amendment AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 1, 2007, among COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware corporation (“Borrower”), CPI INTERNATIONAL, INC. (formerly known as CPI Holdco, Inc.), a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I), the Lenders, UBS SECURITIES LLC and BEAR, XXXXXXX & CO. INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and as issuing bank (in such capacity, “Issuing Bank”), BEAR XXXXXXX CORPORATE LENDING INC., as Syndication Agent (in such capacity, “Syndication Agent”), THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agent (in such capacity, “Documentation Agent”) and RBS SECURITIES CORP., as co-arranger and bookrunner (in such capacity, “Co-Arranger”).
No Other Debt Borrower has not borrowed or received debt financing (other than permitted pursuant to this Agreement) that has not been heretofore repaid in full.
Other Defaults Under Loan Documents Any Loan Party shall default in the performance of or compliance with any term contained in this Agreement or any of the other Loan Documents, other than any such term referred to in any other subsection of this Section 8, and such default shall not have been remedied or waived within 30 days after the earlier of (i) an Officer of Company or such Loan Party becoming aware of such default or (ii) receipt by Company and such Loan Party of notice from Administrative Agent or any Lender of such default; or
Other Defaults Under Credit Documents Any Credit Party shall default in the performance of or compliance with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of such Credit Party becoming aware of such default or (ii) receipt by Borrower of notice from Administrative Agent or any Lender of such default; or
No Other Indebtedness On the Closing Date and after giving effect to the transactions contemplated hereby, none of the Loan Parties nor any of their Subsidiaries have any Indebtedness other than Indebtedness permitted under Section 8.1.
Non-Payment of Other Debt Any default shall occur under the terms applicable to any Debt of the Company or any Subsidiary in an aggregate amount (for all such Debt so affected) exceeding $10,000,000 and such default shall (a) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require the Company or any Subsidiary to purchase or redeem such Debt) prior to its expressed maturity.
Prepayment of Other Indebtedness, Etc The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness.