Permitted Loans amend Clause 21.13 (Loans and Guarantees):
(a) to include, other than in respect of Financial Indebtedness, guarantees given by persons or undertakings acquired pursuant to a Permitted Acquisition; and
(b) to include any deferred consideration on Permitted Disposals up to 25 per cent. of the sale consideration.
Permitted Loans amend clause 19.15 (Loans and guarantees) of the Credit Agreement to include loans made in connection with any start-up financing or seed funding provided that any such loans shall not exceed an aggregate value equal to the greater of (i) €25,000,000 and (ii) 1.00% of Total Assets.
Permitted Loans amend Clause 16.14 (Loans and Guarantees):
(a) to include a limb for counter guarantees in relation to any rental guarantees;
(b) to include any credit given by a member of the Borrower Group to another member of the Borrower Group which arises by reason of a cash pooling, set off or other cash management arrangements of the Borrower Group or by reason of other credits relating to services performed or allocation of expenses;
(c) to include a limb for loans to employees in the ordinary course of employment or to fund exercise of share options or purchase of capital stock of up to €10,000,000 in aggregate;
(d) to include a loan made by a member of the Borrower Group pursuant to either an asset passthrough or a funding passthrough;
(e) to include a limb to include loans made by a member of the Borrower Group to a member of the Wider Group where the proceeds of the loan are to be used to make payments or for guarantees in relation to any senior unsecured notes (as such term is defined in the recent Liberty precedent) or to make Permitted Payments, provided that no Event of Default has occurred and is continuing or to fund any Permitted Payments following the occurrence of an Event of Default which are not prohibited under the terms of the Intercreditor Agreement as amended from time to time;
(f) to include loans granted by any member of the Borrower Group to a member of the Wider Group where the indebtedness outstanding relates to intra-group services in the ordinary course of business;
(g) to provide for the granting of customary title guarantees given in connection with the assignment of leases which are permitted under Clause 16.10 (Disposals);
(h) to include any loans arising from Subscribers (as defined in recent Liberty precedent) resulting from deferred purchase terms;
(i) to include loans made which are Permitted Financial Indebtedness or are in connection with Permitted Acquisitions;
(j) to replace the reference to €100,000,000 in paragraph (f) with €300,000,000 to increase the basket for lending transactions in connection with permitted acquisitions;
(k) to permit customary liquidity loans in connection with a permitted asset securitisation program or receivables factoring transaction; and
(l) to provide for the Borrower to be able to make loans and guarantees under a general basket of up to an aggregate of the greater of €100,000,000 and 2% of total assets.
Permitted Loans. Amend the Permitted Loan referred to at paragraph 16 of Schedule 8 (Fifth Amendments, Waivers, Consents and Other Modifications) to delete the reference to “€25,000,000” and to replace it with “€75,000,000”.
Permitted Loans. Simultaneous with a Permitted Loan the Borrower shall (i) deliver to the Lender any and all documents related to such Permitted Loan, including without limitation any and all notes evidencing such Permitted Loan (collectively “Permitted Loan Documents”), (ii) notify, in writing, each borrower under such Permitted Loan that the Lender holds a security interest in the Permitted Loan, and the Lender has possession of the Permitted Loan Documents.
Permitted Loans amend Clause 19.15 (Loans and Guarantees):
(a) to include a limb for counter guarantees in relation to any rental guarantees;
(b) to include a limb for loans or guarantees in respect of any Permitted Transaction and to any Permitted Joint Venture; 0096349-0000001 BK:27206826.11 37
(c) to include a limb for loans to employees in the ordinary course of employment or to fund exercise of share options or purchase of capital stock of up to €10,000,000 in aggregate;
(d) to permit customary liquidity loans in connection with a permitted asset securitisation program or receivables factoring transaction; and
(e) to provide for the Company to be able to make loans and guarantees under a general basket of up to an aggregate of the greater of €100,000,000 and 2% of total assets.
Permitted Loans amend Clause 23.15 (Loans and Guarantees):
a. to include a limb for counter guarantees in relation to any rental guarantees;
a. by amending Paragraph (i) such that it includes any loans made under binding commitments in effect on the Signing Date (an “Investment”) together with any modification of any Investment provided that the aggregate principal amount outstanding thereunder may not be increased except (A) as required by the terms of the Investment in existence on the Signing Date or (B) as otherwise permitted under the Credit Agreement;
b. to include a limb for loans or guarantees in respect of any Permitted Transaction; and
c. in Paragraph (v) thereof, provide for the Company to be able to make loans and guarantees under a general basket of up to an aggregate of the greater of £100,000,000 and 2% of Total Assets.
Permitted Loans. Notwithstanding any other provision herein to the contrary, the Manager shall have the unilateral right (without the consent of any other Member) to cause the Company to borrow funds from any Person (including, without limitation, any Member or Affiliate thereof) from time to time for the purpose of paying trade payables or other obligations of the Company and which are set forth in an Approved Operating Budget or which are within the permitted variances described above in Section 7.5(d) and for which the Company does not have, in the reasonable good faith judgment of the Manager, sufficient funds to otherwise pay. The annual interest rate of any loan made by a Member or Affiliate thereof shall be equal to the greater of the rate of the Wall Street Journal prime plus 1% or 6%, and any such Member or Affiliate loan shall be repaid from first available Net Cash Flow (as determined in the reasonable good faith judgment of the Manager) and only from Net Cash Flow (which repayment shall be prior to distributions of Net Cash Flow to the Members pursuant to Section 6.1). The terms of any loan from an unaffiliated party shall be on commercially reasonable terms and conditions.
Permitted Loans any guarantee or indemnity given in respect of Permitted Indebtedness; or
Permitted Loans amend Clause 19.15 (Loans and Guarantees):
(a) to include a limb for counter guarantees in relation to any rental guarantees;
(b) to include a limb for loans or guarantees in respect of any Permitted Transaction and to any Permitted Joint Venture;
(c) to include a limb for loans to employees in the ordinary course of employment or to fund exercise of share options or purchase of capital stock of up to €10,000,000 in aggregate;
(d) to permit customary liquidity loans in connection with a permitted asset securitisation program or receivables factoring transaction; and
(e) to provide for the Company to be able to make loans and guarantees under a general basket of up to an aggregate of the greater of €100,000,000 and 2% of total assets.
