Restrictions on Investments. The Company will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof; (b) certificates of deposit and time deposits, bankers acceptances and overnight bank deposits of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000; (c) repurchase obligations of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government or any agency or instrumentality thereof; (d) commercial paper of a domestic issuer rated at least "A2" or the equivalent thereof by Standard & Poor's or any successor rating agency or "P-2" or the equivalent thereof by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment) (e) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least "A" by Standard & Poor's or any successor rating agency or "A" by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment); (f) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank having capital and surplus in excess of $500,000,000; (g) shares of money market funds that are subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended; (h) investments similar to any of the foregoing denominated in foreign currencies approved by the board of directors or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisition; (i) Investments existing on the date hereof; (j) Investments arising from payments under the Guaranty or guaranties of the Foreign Scheduled Facilities; (k) Investments received as proceeds of asset dispositions permitted by 10.5.2; (l) Investments consisting of loans and advances to officers, directors and employees for moving, entertainment, travel and other similar expenses and other Investments in connection with the relocation of employees in the ordinary course of business; (m) Investments by the Company or a Subsidiary of the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted Acquisitions; (n) Investments in the Company or any Subsidiary of the Company, provided that neither the Company nor any Restricted Subsidiary shall make any Investment in any Foreign Subsidiary unless (i) such Investment is in the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investment, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at such time. (o) Investments permitted by 10.5. (p) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described under 10.2; (q) Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Person; (r) Investments constituting Capital Expenditures, to the extent permitted by 11.4; (s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted by 10.14; (t) Investments consisting of loans and advances to officers, directors or employees relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; and (u) other Investments in an aggregate amount not to exceed $15,000,000 at any one time outstanding.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Hasbro Inc), Line of Credit Agreement (Hasbro Inc)
Restrictions on Investments. The Company Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:
(a) securities with maturities marketable direct or guaranteed obligations of the United States of America that mature within one (1) year or less from the date of acquisition issued or fully guaranteed or insured purchase by the United States Government or any agency thereofBorrower;
(b) demand deposits, certificates of deposit and time depositsdeposit, bankers acceptances and overnight bank time deposits of any Bank or of any commercial bank United States banks having capital and surplus total assets in excess of $500,000,0001,000,000,000;
(c) repurchase obligations securities commonly known as "commercial paper" issued by a corporation organized and existing under the laws of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government of America, any state thereof or any agency country which is a member of the Organization for Economic Cooperation and Development that at the time of purchase have been rated and the ratings for which are not less than "P 1" if rated by Xxxxx'x Investors Service, Inc., or instrumentality thereofnot less than "A 1" if rated by Standard and Poor's Rating Group;
(d) commercial paper of a domestic issuer rated at least "A2" or the equivalent thereof by Standard & Poor's or any successor rating agency or "P-2" or the equivalent thereof by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)
(e) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority shares of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least "A" by Standard & Poor's or any successor rating agency or "A" by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment);
(f) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank having capital and surplus in excess of $500,000,000;
(g) shares of so-called money market funds that are subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission fund which is registered under the Investment Company Act of 1940, as amended, is in compliance with Rule 2a-7 thereunder and has net assets of at least $250,000,000;
(e) marketable direct or guaranteed obligations of a state of the United States of America or political subdivision thereof that at the time of purchase, if short-term, have been rated and the ratings for which are not less than "SP 1" or "A 1" if rated by Standard and Poor's Rating Group or not less than "MIG 1" or "VMIG 1" if rated by Xxxxx'x Investors Service, Inc. or, if long-term, have been rated and the ratings for which are not less than "AA" as rated by Standard and Poor's Rating Group;
(f) shares of so-called "auction rate preferred stock" which have been rated "AAA" by Standard and Poor's Rating Group;
(g) debt securities in a portfolio having an aggregate maximum market value of $20,000,000 at the time of investment (after giving effect to any investment), such portfolio to be managed by an independent investment manager registered as an investment adviser under the Investment Advisers Act of 1940, as amended, to consist of debt securities with a maximum duration of three (3) years and at least an investment grade rating by a nationally recognized statistical rating organization, not more than 5% of the total market value of the portfolio at any time to be represented by securities of any single issue;
(h) investments similar to any Investments consisting of foreign currency exchange, future or option contracts entered into in the foregoing denominated in ordinary course of business for the purpose of foreign currencies approved by the board of directors or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisitioncurrency risk hedging;
(i) Investments existing on the date hereof;
(j) Investments arising from payments under the Guaranty or guaranties of the Foreign Scheduled Facilities;
(k) Investments received as proceeds of asset dispositions permitted by 10.5.2;
(l) Investments consisting of loans and advances to officersswap, directors and employees for moving, entertainment, travel and future or option contracts the value of which is based upon interest rates or other similar expenses and other Investments in connection with the relocation of employees interest rate hedging arrangements entered into in the ordinary course of business;
(mj) Investments by existing on the Company or a Subsidiary of the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted Acquisitionsdate hereof and listed on Schedule 8.3 hereto;
(nk) Investments in the Company or any Subsidiary of the Company, provided that neither the Company nor any Restricted Subsidiary shall make any Investment in any Foreign Subsidiary unless (i) such Investment is in the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investment, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at such time.
(o) Investments permitted by 10.5.
(p) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described under 10.2;
(q) Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Person;
(r) Investments constituting Capital Expenditures, to the extent Indebtedness permitted by 11.4;
(s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted by 10.14;
(t) Investments consisting of loans and advances to officers, directors or employees relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; and
(u) other Investments in an aggregate amount not to exceed $15,000,000 at any one time outstanding.byss.8.1
Appears in 1 contract
Restrictions on Investments. The Company Borrowers will not, and will not permit any of its the Designated Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:
(a) marketable direct or guaranteed obligations of the United States of America that mature within two (2) years from the date of purchase by such Borrower or such Designated Subsidiary;
(b) demand deposits, certificates of deposit, Eurodollar deposits, time deposits and bankers acceptances issued by banking institutions provided that such banks have a long-term credit rating of at least "AA" (or its then equivalent) if rated by Standard & Poor's Corporation or any successor service thereto having a substantially similar rating system or "Aa" (or its then equivalent) if rated by Moodx'x Xxxestors Services, Inc. or any successor service thereto having a substantially similar rating system, or an equivalent rating from either Dominion Bond Rating Services Limited or CBRS, Inc.; provided, however, the Borrowers' investment in any one bank shall not exceed 5% of the primary capital of such bank;
(c) securities commonly known as "commercial paper" issued by the Agent, or a corporation or any other financial institution that at the time of purchase have been rated and the ratings for which are not less than "P 1" (or its then equivalent) if rated by Moodx'x Xxxestors Service, Inc. or any successor service thereto having a substantially similar rating system, or not less than "A 1" (or its then equivalent) if rated by Standard & Poor's Corporation or any successor service thereto having a substantially similar rating system, or an equivalent rating from either Dominion Bond Rating Services Limited or CBRS, Inc.; provided, however, the Borrowers may invest up to 20% of their Investments measured at the time of Investment made pursuant to paragraphs (a)-(f) and (v)-(x) hereof in commercial paper with maturities a combined rating of "A-2/P-2" (or its then equivalent);
(d) demand notes issued by a corporation organized and existing under the laws of the United States of America or any state thereof that at that time of purchase have a rating of at least "AA" (or its then equivalent) if rated by Standard & Poor's Corporation or any successor service thereto having a substantially similar rating system, or its equivalent by at least two (2) nationally recognized rating services, or an equivalent rating from either Dominion Bond Rating Services Limited or CBRS, Inc., and have a maturity date that does not exceed one (1) year or less from beyond the date of acquisition issued purchase; provided, however, such Investments will be limited to the greater of $20 million per obligor or fully guaranteed 20% of Investments made pursuant to paragraphs (a)-(f) and (v)-(x) hereof measured at the time of Investment.
(e) repurchase agreements, purchased through the Agent, or insured by a corporation organized and existing under the laws of the United States Government of America or any agency thereof;
state 83 -76- thereof that at the time of purchase have been rated and the ratings for which are not less than "P 1" (bor its then equivalent) certificates of deposit and time depositsif rated by Moodx'x Xxxestors Service, bankers acceptances and overnight bank deposits of Inc. or any Bank or of any commercial bank having capital and surplus in excess of $500,000,000;
(c) repurchase obligations of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000, successor service thereto having a term of substantially similar rating system, or not more less than 30 days with respect to securities issued "A 1" (or fully guaranteed or insured by the United States Government or any agency or instrumentality thereof;
(dits then equivalent) commercial paper of a domestic issuer if rated at least "A2" or the equivalent thereof by Standard & Poor's Corporation or any successor service thereto having a substantially similar rating agency system, or "P-2" an equivalent rating from either Dominion Bond Rating Services Limited or the equivalent thereof CBRS, Inc., which repurchase agreements are collateralized by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)
(e) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by States of America or any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated agency thereof in an amount equal to at least "A" by Standard & Poor's or any successor rating agency or "A" by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating 102% of the amount of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)Investment;
(f) securities with maturities shares of one (1) year any so-called "money market fund" advised, serviced or less from the date of acquisition backed by standby letters of credit issued sold by any Bank or any commercial bank having capital and surplus in excess of $500,000,000;
(g) shares of money market funds that are subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission Lenders or by any other financial institution provided that such fund is registered under the Investment Company Act of 1940, as amendedhas net assets of at least $250,000,000, has an investment portfolio with an average maturity of 365 days or less and is not considered to be a "high-yield" fund;
(g) Investments existing on the date hereof and listed on Schedule 11.3 hereto;
(h) investments similar to Investments by either Domestic Borrower in any Designated Subsidiary, Zale Xxxada or the other Domestic Borrower or by any Designated Subsidiary or Zale Xxxada in any Borrower or any other Designated Subsidiary, existing as of the foregoing denominated in foreign currencies approved by the board of directors or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisitionClosing Date;
(i) Investments existing on after the date hereofhereof by (i) any of the Borrowers and the Designated Subsidiaries in any of the Excluded Subsidiaries, not to exceed $5,000,000 in the aggregate, and in order to enable such Subsidiaries to maintain their corporate existence and good standing or for other similar purposes, in an aggregate amount not to exceed $100,000, (ii) either of the Domestic Borrowers in Zale Canada or any of the Designated Subsidiaries in an aggregate amount not to exceed $25,000,000, (iii) any of the Designated Subsidiaries or Zale Canada in either of the Domestic Borrowers in an aggregate amount not to exceed $25,000,000, (iv) either of the Domestic Borrowers in JFS, solely in respect of operating expenses of JFS and capital expenditures of JFS, in an aggregate amount not to exceed $2,500,000 during any fiscal year of the Domestic Borrowers, and (v) either of the Domestic Borrowers in JNB, solely in respect of operating expenses of JNB and capital expenditures of JNB, in an aggregate amount not to exceed $20,000,000 during any fiscal year of the Domestic Borrowers;
(j) Investments arising from payments under existing on the Guaranty or guaranties Closing Date by Zale xx Subsidiaries of the Foreign Scheduled FacilitiesZale;
(k) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by 10.5.2Section 11.5.2;
(l) Investments consisting of loans and advances to officers, directors and employees for moving, entertainment, travel and other similar expenses and other Investments in connection with the relocation of employees in the ordinary course of businessbusiness not to exceed $2,000,000 in the aggregate at any time outstanding;
(m) Investments by (including, without limitation, contributions to capital) in ZFT, the Company Trust Certificates, the Trust Interest or a similar Investments in any other Receivables Subsidiary and Investments in the Subordinated Note or similar Indebtedness under any Receivables Facility. Prior to making Investments in any newly formed Receivables Subsidiary, the Borrowers shall provide the Agent with any information necessary to supplement Schedule 9.18 hereto and such supplemental information, together with such schedule or prior supplements, shall thereupon be deemed to constitute Schedule 9.18 for purposes of the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted Acquisitionsthis Credit Agreement;
(n) Investments in the Company or any Subsidiary of the Company, provided that neither the Company nor any Restricted Subsidiary shall make any Investment in any Foreign Subsidiary unless (i) such Investment is in the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investment, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at such time.[Intentionally Omitted];
(o) Investments permitted by 10.5.(i) in JNB consisting of obligations of JNB to Zale Xxxaware pursuant to the Merchant Agreement (ii) in a Subsidiary of any of the Borrowers which engages solely in the business of purchasing receivables from JNB and selling them to Zale Xxxaware and matters incidental thereto, in an aggregate amount not to exceed $1,000,000, (iii) consisting of loans to JCC or other Subsidiary described in clause (i) above which are simultaneously used to purchase receivables from JNB and such loans are similarly simultaneously repaid, and (iv) in receivables of any Subsidiary of any Borrower solely for the purpose of selling such receivables pursuant to the Receivables Facility Documents. Prior to making the Investments described in (i) of this paragraph (o), the Borrowers shall provide the Agent with any information necessary to supplement Schedule 9.18 hereto and such supplemental information, together with such schedule or prior supplements, shall thereupon be deemed to constitute Schedule 9.18 for purposes of this Credit Agreement;
(p) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties registered investment companies which invest solely in the ordinary course of business or Investments otherwise described under 10.2permitted by this Section 11.3;
(q) Investments representing evidences consisting of Indebtedness, securities acquisitions of stock or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Personassets to the extent permitted by Section 11.5.1;
(r) Investments constituting Capital Expenditures, in an amount up to the extent amount of funds under any Rabbi Trust, similar trust arrangement or account established or maintained by any of Zale xxx its Subsidiaries as permitted by 11.4Section 11.2(m), but in no event in excess of $10,000,000 in the aggregate;
(s) Investments in Zale xxxck, whether or not permitted under Section 11.4, in connection with the satisfaction of the Borrowers' or a Designated Subsidiary's obligations under the 401(k) plan and/or the Zale Xxxibus Stock Incentive Plan or similar employee benefit plans maintained by the Borrowers and the Designated Subsidiaries, or any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted by 10.14them;
(t) Investments consisting of loans (i) Indebtedness permitted by Sections 11.1(e), (f), and advances to officers(j), directors and (ii) guaranties of Indebtedness permitted by Sections 11.1(b) and (c);
(u) Marketable direct obligations of the State of Texas or employees relating to indemnification its agencies and instrumentalities that at the time of purchase have been rated and the ratings for which are not less than "P" (or reimbursement its then equivalent) if rated by Moodx'x Xxxestors Service, Inc., or any successor service thereto having a substantially similar rating system or not less than "A" (or its then equivalent) if rated by Standard & Poor's Corporation or any successor service thereto having a substantially similar rating system;
(v) Municipal fixed and variable rate short-term securities that mature within one (1) year from the date of purchase by such Borrower or such Designated Subsidiary that at the time of purchase have been rated and the ratings for which are not less than "MIG-1/VMIG-1" (or its then equivalent) if rated by Moodx'x Xxxestors Service, Inc. or any officerssuccessor service thereto having a substantially similar rating system or not less than "SP-1+/A-1" (or its then equivalent) if rated by Standard & Poor's Corporation or any successor service thereto having a substantially similar rating system, directors or employees in respect an equivalent rating from either Dominion Bond Rating Services Limited or CBRS, Inc.;
(w) Municipal fixed and variable rate medium-term securities that mature between one (1) and two (2) years from the date of liabilities relating to their serving in purchase by such Borrower or such Designated Subsidiary that at the time of purchase have been rated and the ratings for which are not less than "Aa" (or its then equivalent) if rated by Moodx'x Xxxestors Service, Inc. or any such capacitysuccessor service thereto having a substantially similar rating system or not less than "AA" (or its then equivalent) if rated by Standard & Poor's Corporation or any successor service thereto having a substantially similar rating system, or an equivalent rating from either Dominion Bond Rating Services Limited or CBRS, Inc.; and
(ux) other Investments in an aggregate amount not to exceed $15,000,000 five percent (5%) of Consolidated Tangible Net Worth at the time any one time outstandingsuch Investment is made.
Appears in 1 contract
Restrictions on Investments. The Company No Borrower will, nor will not, and will not any Borrower permit any of its Subsidiaries Subsidiary to, make or permit to exist or to remain outstanding any Investment except Investments inEXCEPT the following:
(a) securities with maturities Marketable direct or guaranteed obligations of the United States of America which mature within one (1) year or less from the date of acquisition issued or fully guaranteed or insured purchase by the United States Government or any agency thereofBorrowers;
(b) Demand deposits, certificates of deposit deposit, bankers' acceptances, time deposits and time deposits, bankers acceptances and overnight bank deposits variable rate demand obligations of any Bank Lender or of any other commercial bank organized under the laws of the United States (or any State thereof) having capital and surplus total assets in excess of $500,000,0001,000,000,000 United States Dollars;
(c) repurchase obligations Securities commonly known as "COMMERCIAL PAPER" issued by a corporation organized and existing under the laws of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government of America or any agency or instrumentality thereofstate thereof which at the time of purchase have been rated and the ratings for which are less than "P-1" if rated by Xxxxx'x Investors Services, Inc. and less than "A-1" if rated by Standard and Poor's Ratings Group, provided that such investments shall not exceed $2,000,000;
(d) commercial paper Debt securities of a domestic issuer rated at least "A2" or corporations organized and existing under the equivalent thereof by Standard & Poor's or any successor rating agency or "P-2" or the equivalent thereof by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)
(e) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory laws of the United StatesStates of America or any United States governmental entities under which full payment of principal and interest is assured by a letter of credit issued by commercial banks organized under the laws of the United States (or any State thereof) so long as such bank has total assets in excess of $1,000,000,000 in United States Dollars and which at the time of purchase such debt is rated and the ratings for which are not less than "P-1" if rated by Xxxxx'x Investors Services, Inc. and not less than "A-1" if rated by any political subdivision or taxing authority Standard and Poor's Ratings Group;
(i) Securities commonly known as "MUNICIPAL SECURITIES" issued by a municipality organized and existing under the laws of any such stateState of the United States of America which at the time of purchase have been rated and the ratings for which are not less than "P-1" if rated by Xxxxx'x Investors Services, commonwealth or territory or Inc., and not less than "A-1" if rated by any foreign governmentStandard and Poor's 44 Ratings Group, and (ii) securities known as the securities Xxxx Nuveen & Co. MuniPreferred series of tax-exempt mutual funds, all of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least "A" funds have a triple-A rating by Standard & and Poor's or any successor rating agency or "A" by Moody's or any successor rating agency (or if at such time neither is issuing ratingsRatings Group and Xxxxx'x Investor Services, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)Inc.;
(f) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank having capital Trade payables, accrued payroll and surplus in excess of $500,000,000;
(g) shares of money market funds that are subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities vacation, and Exchange Commission under the Investment Company Act of 1940taxes payable, as amended;
(h) investments similar to any of the foregoing denominated in foreign currencies approved by the board of directors or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisition;
(i) Investments existing on the date hereof;
(j) Investments arising from payments under the Guaranty or guaranties of the Foreign Scheduled Facilities;
(k) Investments received as proceeds of asset dispositions permitted by 10.5.2;
(l) Investments consisting of loans and advances to officers, directors and employees for moving, entertainment, travel and other similar expenses and other Investments in connection with the relocation of employees all accrued in the ordinary course of business;
(mg) Present and future Investments by the Company or Borrowers in any Person which is a Subsidiary of the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted AcquisitionsBorrower listed on SCHEDULE 1 hereto;
(nh) Other Investments in addition to the Company or any Subsidiary of the Company, provided that neither the Company nor any Restricted Subsidiary shall make any Investment existing Investments permitted in any Foreign Subsidiary unless clause (i) below; PROVIDED that such Investment is in the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investment, all such other Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do shall not exceed $100,000,000 outstanding at 4,000,000 (such time.
(oamount determined on the basis of cost) Investments permitted by 10.5.
(p) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described under 10.2;
(q) Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Person;
(r) Investments constituting Capital Expenditures, to the extent permitted by 11.4;
(s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted by 10.14;
(t) Investments consisting of loans and advances to officers, directors or employees relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; and
(u) other Investments in an aggregate amount not to exceed $15,000,000 at any one time outstanding;
(i) Existing Investments listed on ANNEX I hereto; and
(j) Short term money market investments in money market loans or portions of such loans sold by the Agent or any Lender; and
(k) Investment in acquisition permitted pursuant to Section 8.04 hereof referred to in clause (i) below.
Appears in 1 contract
Samples: Revolving Credit Agreement (TRC Companies Inc /De/)
Restrictions on Investments. The Company will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:
(a) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof;
(b) certificates of deposit and time deposits, bankers acceptances and overnight bank deposits of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000;
(c) repurchase obligations of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government or any agency or instrumentality thereof;
(d) commercial paper of a domestic issuer rated at least "A2" or the equivalent thereof by Standard & Poor's or any successor rating agency or "P-2" or the equivalent thereof by Moody's Xxxxx'x or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)
(e) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least "A" by Standard & Poor's or any successor rating agency or "A" by Moody's Xxxxx'x or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment);
(f) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank having capital and surplus in excess of $500,000,000;
(g) shares of money market funds that are subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended;
(h) investments similar to any of the foregoing denominated in Dollars or foreign currencies approved by the board of directors or Treasurer of the Company, and in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisition;
(i) Investments existing on the date hereof;
(j) Investments arising from payments under (i) the Guaranty or Guaranty, (ii) guaranties of the Indebtedness of a Foreign Scheduled FacilitiesSubsidiary permitted by 10.1(b), or (iii) the guaranty set forth in 27 of this Agreement;
(k) Investments received as proceeds of asset dispositions permitted by 10.5.2;
(l) Investments consisting of loans and advances to officers, directors and employees for moving, entertainment, travel and other similar expenses and other Investments in connection with the relocation of employees in the ordinary course of business;
(m) Investments by the Company or a Subsidiary of the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted Acquisitions;
(n) Investments in the Company or any Subsidiary of the Company, provided that neither the Company nor any Restricted Subsidiary shall make any Investment in any Foreign Subsidiary unless (i) such Investment is in the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investment, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at such time.;
(o) Investments permitted by 10.5.;
(p) Investments in the nature of pledges pledges, deposits or deposits other Liens (i) with respect to leases or utilities provided to third parties in the ordinary course of business or (ii) otherwise described under 10.2;
(q) Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Person;
(r) Investments constituting Capital Expenditures, Expenditures to the extent permitted by 11.4;
(s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted by 10.14;
(t) Investments consisting of loans and advances to officers, directors or employees relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; and
(u) other Investments in an aggregate amount not to Page 97 exceed $15,000,000 30,000,000 at any one time outstanding.
Appears in 1 contract
Restrictions on Investments. The Company Borrowers will not, and will not permit any of its the Designated Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:
(a) securities with maturities marketable direct or guaranteed obligations of the United States of America that mature within one (1) year or less from the date of acquisition issued purchase by such Borrower or fully guaranteed or insured by the United States Government or any agency thereofsuch Designated Subsidiary;
(b) demand deposits, certificates of deposit and time depositsdeposit, bankers acceptances and overnight bank time deposits of any Bank of the Lenders or of any commercial bank other United States banks having capital and surplus total assets in excess of $500,000,0001,000,000,000;
(c) repurchase obligations securities commonly known as "commercial paper" issued by the Agent, or a corporation organized and existing under the laws of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government of America or any agency state thereof that at the time of purchase have been rated and the ratings for which are not less than "P 1" if rated by Moodx'x Xxxestors Service, Inc. or instrumentality thereofany successor service thereto having a substantially similar rating system, or not less than "A 1" if rated by Standard & Poor's Corporation or any successor service thereto having a substantially similar rating system;
(d) commercial paper demand notes issued by a corporation organized and existing under the laws of the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than "P 1" if rated by Moodx'x Xxxestors Service, Inc. or any successor service thereto having a domestic issuer substantially similar rating system, or not less than "A 1" if rated at least "A2" or the equivalent thereof by Standard & Poor's Corporation or any successor service thereto having a substantially similar rating agency or "P-2" or the equivalent thereof by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)system;
(e) securities with maturities of one (1) year repurchase agreements, purchased through the Agent, or less from a corporation organized and existing under the date of acquisition issued or fully guaranteed by any state, commonwealth or territory laws of the United StatesStates of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than "P 1" if rated by Moodx'x Xxxestors Service, by Inc. or any political subdivision successor service thereto having a substantially similar rating system, or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are not less than "A 1" if rated at least "A" by Standard & Poor's Corporation or any successor service thereto having a substantially similar rating agency or "A" system, which repurchase agreements are collateralized by Moody's securities of the United States of America or any successor rating agency (or if thereof in an amount equal to at such time neither is issuing ratings, then a comparable rating least 102% of the amount of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)Investment;
(f) securities with maturities shares of one (1) year any so-called "money market fund" advised, serviced or less from the date of acquisition backed by standby letters of credit issued sold by any Bank or any commercial bank having capital and surplus in excess of $500,000,000;
(g) shares of money market funds that are subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission Lenders or by any other financial institution provided that such fund is registered under the Investment Company Act of 1940, as amendedhas net assets of at least $250,000,000, has an investment portfolio with an average maturity of 365 days or less and is not considered to be a "high-yield" fund; 73 -67-
(g) Investments existing on the date hereof and listed on Schedule 8.3 hereto;
(h) investments similar to Investments by either Borrower in any Designated Subsidiary or the other Borrower or by any Designated Subsidiary in either Borrower or any other Designated Subsidiary, existing as of the foregoing denominated in foreign currencies approved by the board of directors or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisitionClosing Date;
(i) Investments existing on after the date hereofhereof by (i) any of the Borrowers and the Designated Subsidiaries in (A) any of the Excluded Subsidiaries other than Zale Acquisition Corp., JHC Holding Corporation, Zale Holding Corporation or ZHCL Corp., not to exceed $2,500,000 in the aggregate, and (B) Zale Acquisition Corp., JHC Holding Corporation, Zale Holding Corporation or ZHCL Corp. in order to enable such Subsidiaries to maintain their corporate existence and good standing or for other similar purposes, in an aggregate amount not to exceed $100,000, (ii) either of the Borrowers in any of the Designated Subsidiaries (other than JFS) in an aggregate amount not to exceed $12,000,000, (iii) any of the Designated Subsidiaries in either of the Borrowers in an aggregate amount not to exceed $12,000,000, and (iv) either of the Borrowers in JFS, solely in respect of operating expenses of JFS and capital expenditures of JFS, in an aggregate amount not to exceed $35,000,000 during any fiscal year of the Borrowers;
(j) Investments arising from payments under existing on the Guaranty or guaranties Closing Date by Zale in Subsidiaries of the Foreign Scheduled FacilitiesZale;
(k) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by 10.5.2Section 8.5.2;
(l) Investments consisting of loans and advances to officers, directors and employees for moving, entertainment, travel and other similar expenses and other Investments in connection with the relocation of employees in the ordinary course of businessbusiness not to exceed $2,000,000 in the aggregate at any time outstanding;
(m) Investments by in the Company Trust Certificates, the Trust Interest or a similar Investments in any other Receivables Subsidiary of the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted Acquisitions;
(n) and Investments in the Company Subordinated Note or similar Indebtedness under any Subsidiary of the Company, provided that neither the Company nor any Restricted Subsidiary shall make any Investment Receivables Facility. Prior to making Investments in any Foreign Subsidiary unless (i) newly formed Receivables Subsidiary, the Borrowers shall provide the Agent with any information necessary to supplement Schedule 6.18 hereto and such Investment is in the ordinary course supplemental information, together with such schedule or prior supplements, shall thereupon be deemed to constitute Schedule 6.18 for purposes of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investment, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at such time.Credit Agreement;
(o) Investments permitted by 10.5.(i) in a new Subsidiary of either of the Borrowers constituting a credit card bank in an aggregate amount not to exceed $20,000,000, (ii) in a new Subsidiary of either of the Borrowers which engages solely in the business of purchasing receivables from such credit card bank and selling them to Zale Delaware and matters incidental thereto, in an aggregate amount not to exceed $1,000,000, (iii) consisting of loans to such new Subsidiary described in clause (ii) above which are simultaneously used to purchase receivables from such credit card bank and such loans are similarly simultaneously repaid, and (iv) in receivables of any Subsidiary of either Borrower solely for the purpose of selling such receivables pursuant to the Receivables Facility Documents. Prior to making the Investments described in (i) and (ii) of this paragraph (o), the Borrowers shall provide the Agent with any information necessary to supplement Schedule 6.18 hereto and such supplemental information, together with such schedule or prior supplements, shall thereupon be deemed to constitute Schedule 6.18 for purposes of this Credit Agreement;
(p) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties registered investment companies which invest solely in the ordinary course of business or Investments otherwise described under 10.2permitted by this Section 8.3;
(q) Investments representing evidences consisting of Indebtedness, securities acquisitions of stock or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Personassets to the extent permitted by Section 8.5.1;
(r) Investments constituting Capital Expenditures, in an amount up to the extent amount of funds under any Rabbi Trust, similar trust arrangement or account established or maintained by any of Zale and its Subsidiaries as permitted by 11.4Section 8.2(n), but in no event in excess of $10,000,000 in the aggregate;
(s) Investments in Zale stock, whether or not permitted under Section 8.4, in connection with the satisfaction of the Borrowers' or a Designated Subsidiary's obligations under the 401(k) plan and/or the Zale Omnibus Stock Incentive Plan or similar employee benefit plans maintained by the Borrowers and the Designated Subsidiaries, or any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted by 10.14them;
(t) Investments consisting of loans (i) Indebtedness permitted by Section 8.1(j), and advances to officers(ii) guaranties of Indebtedness permitted by Sections 8.1(f), directors or employees relating to indemnification or reimbursement of any officers(g), directors or employees in respect of liabilities relating to their serving in any such capacity(h) and (q); and
and (u) other Investments in an aggregate amount not to exceed $15,000,000 at any one time outstanding5,000,000.
Appears in 1 contract
Restrictions on Investments. The Company No Borrower will, nor will not, and will not any Borrower permit any of its Subsidiaries Subsidiary to, make or permit to exist or to remain outstanding any Investment except Investments inthe following:
(a) securities with maturities Marketable direct or guaranteed obligations of the United States of America which mature within one (1) year or less from the date of acquisition issued or fully guaranteed or insured purchase by the United States Government or any agency thereofBorrowers;
(b) Demand deposits, certificates of deposit deposit, bankers’ acceptances, time deposits and time deposits, bankers acceptances and overnight bank deposits variable rate demand obligations of any Bank Lender or of any other commercial bank organized under the laws of the United States (or any State thereof) having capital and surplus total assets in excess of $500,000,0001,000,000,000 United States Dollars;
(c) repurchase obligations Securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government of America or any agency or instrumentality thereofstate thereof which at the time of purchase have been rated and the ratings for which are less than “P-1” if rated by Xxxxx’x Investors Services, Inc. and less than “A-1” if rated by Standard and Poor’s Ratings Group, provided that such investments shall not exceed $2,000,000;
(d) Debt securities of corporations organized and existing under the laws of the United States of America or any United States governmental entities under which full payment of principal and interest is assured by a letter of credit issued by commercial paper banks organized under the laws of a domestic issuer the United States (or any State thereof) so long as such bank has total assets in excess of $1,000,000,000 in United States Dollars and which at the time of purchase such debt is rated at least "A2" or and the equivalent thereof ratings for which are not less than “P-1” if rated by Xxxxx’x Investors Services, Inc. and not less than “A-1” if rated by Standard & and Poor's or any successor rating agency or "P-2" or the equivalent thereof by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)’s Ratings Group;
(e) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any stateTrade payables, commonwealth or territory of the United Statesaccrued payroll and vacation, by any political subdivision or taxing authority of any such stateand taxes payable, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least "A" by Standard & Poor's or any successor rating agency or "A" by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment);
(f) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank having capital and surplus in excess of $500,000,000;
(g) shares of money market funds that are subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended;
(h) investments similar to any of the foregoing denominated in foreign currencies approved by the board of directors or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisition;
(i) Investments existing on the date hereof;
(j) Investments arising from payments under the Guaranty or guaranties of the Foreign Scheduled Facilities;
(k) Investments received as proceeds of asset dispositions permitted by 10.5.2;
(l) Investments consisting of loans and advances to officers, directors and employees for moving, entertainment, travel and other similar expenses and other Investments in connection with the relocation of employees all accrued in the ordinary course of business;
(mf) Present and future Investments by the Company or Borrowers in any Person which is a Subsidiary of the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted AcquisitionsBorrower listed on SCHEDULE 1 hereto;
(ng) Other Investments in addition to the Company or any Subsidiary of the Company, provided that neither the Company nor any Restricted Subsidiary shall make any Investment existing Investments permitted in any Foreign Subsidiary unless clause (i) below; provided that such Investment is in the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investment, all such other Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do shall not exceed $100,000,000 outstanding at 4,000,000 (such time.
(oamount determined on the basis of cost) Investments permitted by 10.5.
(p) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described under 10.2;
(q) Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Person;
(r) Investments constituting Capital Expenditures, to the extent permitted by 11.4;
(s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted by 10.14;
(t) Investments consisting of loans and advances to officers, directors or employees relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; and
(u) other Investments in an aggregate amount not to exceed $15,000,000 at any one time outstanding;
(h) Existing Investments listed on ANNEX I hereto; and
(i) Short term money market investments in money market loans or portions of such loans sold by the Agent or any Lender; and
(j) Investment in acquisitions permitted pursuant to Section 8.04(b)(i).
Appears in 1 contract
Samples: Revolving Credit Agreement (TRC Companies Inc /De/)
Restrictions on Investments. The Company will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:
(a) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof;
(b) certificates of deposit and time deposits, bankers acceptances and overnight bank deposits of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000;
(c) repurchase obligations of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government or any agency or instrumentality thereof;
(d) commercial paper of a domestic issuer rated at least "A2" or the equivalent thereof by Standard & Poor's or any successor rating agency or "P-2" or the equivalent thereof by Moody's Xxxxx'x or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)
(e) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least "A" by Standard & Poor's or any successor rating agency or "A" by Moody's Xxxxx'x or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment);
(f) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank having capital and surplus in excess of $500,000,000;
(g) shares of money market funds that are subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended;
(h) investments similar to any of the foregoing denominated in Dollars or foreign currencies approved by the board of directors or Treasurer of the Company, and in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisition;
(i) Investments existing on the date hereof;
(j) Investments arising from payments under (i) the Guaranty or Guaranty, (ii) guaranties of the Indebtedness of a Foreign Scheduled FacilitiesSubsidiary permitted by section 10.1(b), or (iii) the guaranty set forth in section 27 of this Agreement;
(k) Investments received as proceeds of asset dispositions permitted by section 10.5.2;
(l) Investments consisting of loans and advances to officers, directors and employees for moving, entertainment, travel and other similar expenses and other Investments in connection with the relocation of employees in the ordinary course of business;
(m) Investments by the Company or a Subsidiary of the Company in Subsidiaries formed (i) for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted Acquisitions, or (ii) in connection with any Permitted Receivables Securitization Facility;
(n) Investments in the Company or any Subsidiary of the Company, provided that neither the Company nor any Restricted Subsidiary shall make any Investment in any Foreign Subsidiary unless (i) such Investment is in the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investment, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at such time.;
(o) Investments permitted by section 10.5.;
(p) Investments in the nature of pledges pledges, deposits or deposits other Liens (i) with respect to leases or utilities provided to third parties in the ordinary course of business or (ii) otherwise described under section 10.2;
(q) Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Person;
(r) Investments constituting Capital Expenditures, Expenditures to the extent permitted by section 11.4;
(s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted by 10.14section 10.13;
(t) Investments consisting of loans and advances to officers, directors or employees relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; and
(u) other Investments in an aggregate amount not to exceed $15,000,000 30,000,000 at any one time outstanding.
Appears in 1 contract
Restrictions on Investments. The Company will not, and will Borrower shall not permit any of its Subsidiaries to, --------------------------- make or permit to exist or to remain outstanding outstanding, or permit any of its Subsidiaries to make or permit to exist or to remain outstanding, any Investment except Investments inexcept:
(a) securities with maturities Investments in Rate Hedging Agreements in a notional principal amount on any date reasonably related to the aggregate principal amount of one Indebtedness of the Borrower accruing interest at a floating rate, and only so long as the purpose of such Investments shall be to hedge such floating- rate interest and shall not be to speculate on interest rates;
(1b) year Investments in commercial paper maturing in 90 days or less from the date of issuance which, at the time of acquisition by the Borrower or any of its Subsidiaries, is accorded a rating of "A1" or better by Standard & Poor's Ratings Group or "P1" or better by Xxxxx'x Investors Service, Inc. or an equivalent rating by another nationally recognized credit-rating agency of similar standing;
(c) Investments in
(i) direct obligations of, or obligations guaranteed by, the United States of America or any agency that constitutes a full-faith- and-credit obligation of the United States of America, in any case maturing in 12 months or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof;, and
(b) certificates of deposit and time deposits, bankers acceptances and overnight bank deposits of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000;
(cii) repurchase obligations agreements fully secured by underlying securities of any Bank the type described in clause (i) above and issued by a bank or trust company meeting the requirements of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government or any agency or instrumentality thereof(S)7.04(d);
(d) commercial paper Investments in certificates of deposit maturing within six months from the date of issuance thereof (i) issued by a domestic issuer rated bank or trust company organized under the laws of the United States or any state thereof, having capital, surplus and undivided profits aggregating at least $500,000,000 and whose long-term certificates of deposit are, at the time of acquisition thereof by the Borrower, rated "A2AA" or the equivalent thereof better by Standard & Poor's or any successor rating agency Ratings Group or "P-2A" or the equivalent thereof better by Moody's Xxxxx'x Investors Service, Inc., or (ii) issued by any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)Lender;
(e) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least "A" by Standard & Poor's or any successor rating agency or "A" by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent Investments in its reasonable judgment);
(f) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank having capital and surplus in excess of $500,000,000;
(g) shares of money money-market funds (other than single-state funds) that are subject to make investments in accordance with the risk limiting conditions of Rule 2a-7 or any successor rule regulations of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended;
(hf) investments similar to any loans or advances in the usual and ordinary course of the foregoing denominated in foreign currencies approved by the board of directors or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisition;
(i) Investments existing on the date hereof;
(j) Investments arising from payments under the Guaranty or guaranties of the Foreign Scheduled Facilities;
(k) Investments received as proceeds of asset dispositions permitted by 10.5.2;
(l) Investments consisting of loans and advances business to officers, directors and employees for movingexpenses (including moving expenses related to a transfer) incidental to carrying on the business of the Borrower or any of its Subsidiaries;
(g) Investments by the Borrower in its Subsidiaries, entertainmentby Operating Subsidiaries in License Subsidiaries and by Subsidiaries in the Borrower by way of loans;
(h) Investments by the Borrower or any of its Subsidiaries (except as the Borrower and the Required Lenders may otherwise agree) in Qualified Joint Ventures; provided that the aggregate amount of such Investments at -------- any one time outstanding shall not exceed *****;
(i) loans, travel advances, installment sales or receivables that would constitute Investments, in each case in respect of sales of handsets and other similar expenses accessories thereto to retail end users on payment terms requiring full payment within ***** days following such sales;
(j) Investments existing on the date hereof and other listed on Schedule 7.04;
(k) Investments in connection consisting of loans to the Grandparent made with the relocation proceeds of employees a Tranche Y Loan within two Business Days after the date on which such Loan is made (the "Tranche Y Mirror Note"), but only if: ---------------------
(i) such loan is payable on demand following the acceleration of the Tranche Y Loans,
(ii) such loan ranks at least pari passu with all other senior Indebtedness of the Grandparent,
(iii) such loan is otherwise on terms providing for interest and principal amortization substantially as provided herein for Tranche Y Loans, -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(iv) such loan is evidenced by a promissory note that is an instrument within the meaning of the New York Uniform Commercial Code and is in form and substance satisfactory to the ordinary course Required Lenders and
(v) such promissory note is pledged to the Collateral Agent as security for the Borrower's obligations hereunder and under the other loan documents and is delivered to the Collateral Agent;
(l) Investments by the Borrower and its Subsidiaries consisting of business;seller-take-back financing permitted under (S)7.06(b)(iii)(A)(1); and
(m) Investments by the Company Borrower or a Subsidiary any of its Subsidiaries pursuant to the terms of the Company Cash Management Agreement, including investments by the agent thereunder in Subsidiaries formed for OII (but only so long as OII shall incur no Indebtedness and grant no Liens on any of its assets), which in turn will make Investments of the purpose type described in clauses (a) through (g) above. The aggregate amount of consummating Permitted Acquisitions or acquired any Investment consisting of non-cash consideration in connection any Qualified Joint Venture shall be the greater of (A) the net book value of the assets (as determined in accordance with Permitted Acquisitions;
GAAP) contributed thereto (n) Investments or, in the Company or any Subsidiary case of the Companya contribution by way of an FCC License Partition, provided that neither the Company nor any Restricted Subsidiary shall make any Investment in any Foreign Subsidiary unless (i) a ratable portion of such Investment is in the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investmentnet book value, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at such time.
(o) Investments permitted by 10.5.
(p) Investments in the nature of pledges or deposits determined with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described under 10.2;
(q) Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization total POPs of such other Person or as a result of foreclosureBTA), perfection or enforcement net of any Lien purchase-money Indebtedness of the Borrower or exchange for evidences of Indebtednessa Restricted Subsidiary in respect thereof that is assumed by the acquiror thereof, securities or other property of such other Person;
and (rB) Investments constituting Capital Expenditures, to the extent permitted by 11.4;
(s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the fair-market value of which is dependent upon interest ratesthe assets so contributed, currency exchange rates, commodities or other indices, to as determined in good faith by the extent permitted by 10.14;
(t) Investments consisting Board of loans and advances to officers, directors or employees relating to indemnification or reimbursement Directors of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; and
(u) other Investments in an aggregate amount not to exceed $15,000,000 at any one time outstandingthe Grandparent.
Appears in 1 contract
Samples: Loan Agreement (Omnipoint Corp \De\)
Restrictions on Investments. The Company No Borrower will, nor will not, and will not any Borrower permit any of its Subsidiaries Subsidiary to, make or permit to exist or to remain outstanding any Investment except Investments inthe following:
(a) securities with maturities Marketable direct or guaranteed obligations of the United States of America which mature within one (1) year or less from the date of acquisition issued or fully guaranteed or insured purchase by the United States Government or any agency thereofBorrowers;
(b) Demand deposits, certificates of deposit deposit, bankers' acceptances, time deposits and time deposits, bankers acceptances and overnight bank deposits variable rate demand obligations of any Bank or of any commercial bank United States banks having capital and surplus total assets in excess of $500,000,0001,000,000,000 United States Dollars;
(c) repurchase obligations Securities commonly known as "commercial paper" issued by a corporation organized and existing under the laws of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government of America or any agency or instrumentality thereofstate thereof which at the time of purchase have been rated and the ratings for which are less than "P-1" if rated by Xxxxx'x Investors Services, Inc. and less than "A-1" if rated by Standard and Poor's Ratings Group, PROVIDED THAT such investments shall not exceed $2,000,000;
(d) commercial paper Debt securities of U.S. corporations or U.S. governmental entities under which full payment of principal and interest is assured by a domestic issuer letter of credit issued by United States banks having total assets in excess of $1,000,000,000 United States Dollars and which at the time of purchase are rated at least and the ratings for which are not less than "A2P-1" or the equivalent thereof if rated by Xxxxx'x Investors Services, Inc. and not less than "A-1" if rated by Standard & and Poor's or any successor rating agency or "P-2" or the equivalent thereof by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)Ratings Group;
(ei) securities with maturities Securities commonly known as "municipal securities" issued by a municipality organized and existing under the laws of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory state of the United StatesStates of America which at the time of purchase have been rated and the ratings for which are not less than "P-1" if rated by Xxxxx'x Investors Services, Inc., and not less than "A-1" if rated by any political subdivision or taxing authority Standard and Poor's Ratings Group, and (ii) securities known as the Xxxx Nuveen & Co. MuniPreferred series of any such statetax-exempt mutual funds, commonwealth or territory or by any foreign government, the securities all of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least "A" funds have a triple-A rating by Standard & and Poor's or any successor rating agency or "A" by Moody's or any successor rating agency (or if at such time neither is issuing ratingsRatings Group and Xxxxx'x Investor Services, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)Inc.;
(f) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank having capital Trade payables, accrued payroll and surplus in excess of $500,000,000;
(g) shares of money market funds that are subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities vacation, and Exchange Commission under the Investment Company Act of 1940taxes payable, as amended;
(h) investments similar to any of the foregoing denominated in foreign currencies approved by the board of directors or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisition;
(i) Investments existing on the date hereof;
(j) Investments arising from payments under the Guaranty or guaranties of the Foreign Scheduled Facilities;
(k) Investments received as proceeds of asset dispositions permitted by 10.5.2;
(l) Investments consisting of loans and advances to officers, directors and employees for moving, entertainment, travel and other similar expenses and other Investments in connection with the relocation of employees all accrued in the ordinary course of business;
(mg) Present and future Investments by the Company or Borrowers in any Person which is a Subsidiary of the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted AcquisitionsBorrower listed on SCHEDULE 1 hereto;
(nh) Other Investments in addition to the Company or any Subsidiary of the Companyexisting Investments listed on SCHEDULE 6.3(i) hereto, provided PROVIDED that neither the Company nor any Restricted Subsidiary such other Investments shall make any Investment in any Foreign Subsidiary unless (i) such Investment is in the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investment, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at 5,000,000 (such time.
(oamount determined on the basis of cost) Investments permitted by 10.5.
(p) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described under 10.2;
(q) Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Person;
(r) Investments constituting Capital Expenditures, to the extent permitted by 11.4;
(s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted by 10.14;
(t) Investments consisting of loans and advances to officers, directors or employees relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; and
(u) other Investments in an aggregate amount not to exceed $15,000,000 at any one time outstanding;
(i) Existing Investments listed on SCHEDULE 6.3(i) hereto;
(j) Short term money market investments in money market loans or portions of such loans sold by the Agent; and
(k) Investments in acquisitions permitted by Section 6.4.
Appears in 1 contract
Samples: Revolving Credit Agreement (TRC Companies Inc /De/)
Restrictions on Investments. The Company Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:
(a) securities with maturities marketable direct or guaranteed obligations of one the United States of America that mature within three (13) year or less years from the date of acquisition issued or fully guaranteed or insured purchase by the United States Government Borrower or any agency thereofSubsidiary;
(b) demand deposits, certificates of deposit and time depositsdeposit, bankers acceptances and overnight bank time deposits of any Bank (i) United States or of any commercial bank Canadian banks having capital and surplus total assets in excess of $500,000,000;
1,000,000,000 or (cii) repurchase obligations a commercial bank organized under the laws of any Bank other country which is a member of the Organization for Economic Cooperation and Development (the "OECD"), or a political subdivision of any commercial bank such country, and having capital and surplus total assets in excess of $500,000,0001,000,000,000, having PROVIDED that such bank is acting through a branch or agency located in the country in which its is organized or another country which is a member of the OECD;
(i) securities commonly known as "commercial paper" denominated in Dollars which at the time of purchase have been rated and the ratings for which are not less than "P 1" if rated by Moodx'x, xxd not less than "A 1" if rated by S&P; and (ii) securities commonly known as "short-term bank notes" issued by any Bank denominated in Dollars which at the time of purchase have been rated and the ratings for which are not more less than 30 days with respect to securities issued or fully guaranteed or insured "P 2" if rated by the United States Government or any agency or instrumentality thereofMoodx'x, xxd not less than "A 2" if rated by S&P;
(d) commercial paper of a domestic issuer rated at least "A2" or Investments existing on the equivalent thereof by Standard & Poor's or any successor rating agency or "P-2" or the equivalent thereof by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)Closing Date and listed on SCHEDULE 7.3 attached hereto;
(e) securities Investments with maturities of one respect to Indebtedness permitted by ss.
7.1 (1k) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory hereof so long as such entities remain Subsidiaries of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least "A" by Standard & Poor's or any successor rating agency or "A" by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)Borrower;
(f) taxable or tax-exempt securities with maturities which at the time of one (1) year or purchase have been rated and the ratings for which are not less from the date of acquisition backed than A 3 if rated by standby letters of credit issued Moodx'x, xxd not less than A- if rated by any Bank or any commercial bank having capital and surplus in excess of $500,000,000S&P;
(g) shares of money market funds that are subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended;
(h) investments similar to any of the foregoing denominated in foreign currencies approved by the board of directors or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisition;
(i) Investments existing on the date hereof;
(j) Investments arising from payments under the Guaranty or guaranties of the Foreign Scheduled Facilities;
(k) Investments received as proceeds of asset dispositions permitted by 10.5.2;
(l) Investments consisting of loans and advances to officersemployees of the Borrower or any Subsidiary of the Borrower, directors and employees not exceeding $1,000,000 in the aggregate at any one time outstanding;
(h) options to invest in or to lease real property to be used in the operations of the Borrower or any Subsidiary of the Borrower;
(i) guaranties by endorsement of negotiable instruments for moving, entertainment, travel and other deposit or collection or similar expenses and other Investments in connection with the relocation of employees transactions effected in the ordinary course of business;
(mi) the Borrower's or any Subsidiary's guaranty of the Indebtedness of any Guarantor or the Borrower, (ii) any other Investments by the Company Borrower or a Subsidiary of any Guarantor in any Guarantor or the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted Acquisitions;
Borrower, and (niii) any Investments in the Company or (other than loans) by any Subsidiary of the Company, provided that neither the Company nor any Restricted Subsidiary shall make any Investment Borrower in any Foreign Subsidiary unless (i) such Investment is in Guarantor or the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investment, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at such time.
(o) Investments permitted by 10.5.
(p) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described under 10.2Borrower;
(q) Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Person;
(r) Investments constituting Capital Expenditures, to the extent permitted by 11.4;
(s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted by 10.14;
(t) Investments consisting of loans and advances to officers, directors or employees relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; and
(u) other Investments in an aggregate amount not to exceed $15,000,000 at any one time outstanding.
Appears in 1 contract
Restrictions on Investments. The Company will not, and will Borrower shall not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding outstanding, or permit any of its Subsidiaries to make or permit to exist or to remain outstanding, any Investment except Investments inexcept:
(a) securities with maturities Investments in Permitted Hedging Arrangements in a notional principal amount on any date reasonably related to the aggregate principal amount of one Indebtedness of the Borrower accruing interest at a floating rate, and only so long as the purpose of such Investments shall be to hedge such floating-rate interest and shall not be to speculate on interest rates;
(1b) year Investments in commercial paper maturing in 90 days or less from the date of issuance which, at the time of acquisition by the Borrower or any of its Subsidiaries, is accorded a rating of "A1" or better by Standard & Poor's Ratings Group or "P1" or better by Xxxxx'x Investors Service, Inc. or an equivalent rating by another nationally recognized credit-rating agency of similar standing;
(c) Investments in
(i) direct obligations of, or obligations guaranteed by, the United States of America or any agency that constitutes a full-faith-and-credit obligation of the United States of America, in any case maturing in 12 months or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof;, and
(b) certificates of deposit and time deposits, bankers acceptances and overnight bank deposits of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000;
(cii) repurchase obligations agreements fully secured by underlying securities of any Bank the type described in clause (i) above and issued by a bank or trust company meeting the requirements of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government or any agency or instrumentality thereofSection 7.04(d);
(d) commercial paper Investments in certificates of deposit maturing within six months from the date of issuance thereof (i) issued by a domestic issuer rated bank or trust company organized under the laws of the United States or any state thereof, having capital, surplus and undivided profits aggregating at least $500,000,000 and whose long-term certificates of deposit are, at the time of acquisition thereof by the Borrower, rated "A2AA" or the equivalent thereof better by Standard & Poor's or any successor rating agency Ratings Group or "P-2A" or the equivalent thereof better by Moody's Xxxxx'x Investors Service, Inc., or (ii) issued by any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)Lender;
(e) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least "A" by Standard & Poor's or any successor rating agency or "A" by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent Investments in its reasonable judgment);
(f) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank having capital and surplus in excess of $500,000,000;
(g) shares of money money-market funds (other than single-state funds) that are subject to make investments in accordance with the risk limiting conditions of Rule 2a-7 or any successor rule regulations of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended;
(f) the Borrower's investments as of the date hereof in its Subsidiaries;
(g) Investments by the Borrower in Qualified Joint Ventures relating to the Designated BTAs; provided that the aggregate amount of such Investments at any one time outstanding shall not exceed the QJV Amount;
(h) investments similar to any of the foregoing denominated in foreign currencies approved by the board of directors or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after Investments existing on the date of acquisitionhereof and listed on Schedule 7.04;
(i) Investments existing on consisting of loans to OC made with the proceeds of a Facility B Loan under Tranche 1 or 2 of Facility B within two Business Days after the date hereof;on which such Loan is made, but only if:
(i) such loan is payable on demand following the acceleration of the Loans,
(ii) such loan ranks at least pari passu with all other senior Indebtedness of OC,
(iii) each advance under such loan (and the interest on each such advance and any applicable Breakage Costs) shall be payable on or before [*] and such loan is otherwise on terms providing for interest and principal amortization substantially as provided herein for Facility B Loans,
(iv) such loan is evidenced by a promissory note that is an instrument within the meaning of the New York Uniform Commercial Code and is substantially in the form of Exhibit N (the "Facility B Mirror Note"),
(v) such promissory note is pledged to the Collateral Agent as security for the Borrower's obligations hereunder and under the other loan documents and is delivered to the Collateral Agent; and
(vi) OC has delivered the OC Guaranty prior to the date of such loan and the OC Guaranty has not been terminated.
(j) Investments arising from payments consisting of loans between the Borrower and its Wholly-Owned Subsidiaries, but only if:
(i) such loans are payable on demand following the acceleration of the Loans;
(ii) such loan is evidenced by a promissory note that is an instrument within the meaning of the New York Uniform Commercial Code and is in form and substance satisfactory to the Required Lenders (the "Intercompany Note");
(iii) such promissory note is pledged to the Collateral Agent as security for the Borrower's obligations hereunder and under the Guaranty or guaranties other loan documents and is delivered to the Collateral Agent;
(iv) the aggregate amount of such loans at any one time outstanding cannot exceed the Foreign Scheduled Facilities;amount in Section 7.01(c); and
(v) the loans are subordinated pursuant to a Subordination Agreement (Affiliate).
(k) Investments received as proceeds by the Borrower in Non-Qualified Joint Ventures (exclusive of asset dispositions permitted by 10.5.2;[*] PCS and [*]/Omnipoint); provided that, the aggregate amount of such Investments at any one time outstanding shall not exceed [*].
(l) From the date of this Agreement until [*] after the date of this Agreement, Investments by the Borrower in [*] PCS and [*]/Omnipoint --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC consisting of loans to [*] PCS and advances [*]/Omnipoint, provided that, the aggregate amount of such Investments at any one time outstanding shall not exceed [*] (inclusive of the aggregate outstanding amount of any Overadvance at such time), but only if:
(i) the proceeds of such loans are used by [*] PCS and [*]/Omnipoint, respectively, to officerspurchase Nortel Goods and Services for any one or more of the [*] BTAs and the [*] BTAs in accordance with Section 2.09(a)(ii)(B),
(ii) the loans are evidenced by Intercompany Notes which constitute as Collateral hereunder,
(iii) within [*] after the date of this Agreement, directors [*] PCS and employees for moving[*]/Omnipoint repay the Borrower all outstanding amounts under the Intercompany Notes (including accrued but unpaid interest and applicable Breakage Costs) and invested in [*] PCS and [*]/Omnipoint pursuant to this Section 7.04(l) so that on the [*] day after the date of this Agreement no amounts are outstanding under such Intercompany Notes,
(iv) within [*] days of the date of this Agreement and upon receipt of such funds from [*] PCS and [*]/Omnipoint, entertainment, travel and other similar expenses and other Investments Borrower makes a mandatory prepayment to the Administrative Agent in connection accordance with the relocation of employees in the ordinary course of businessSection 3.02(h) hereof;
(m) Investments to the extent permitted by the Company or a Subsidiary of the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted Acquisitions;Section 7.05(a); and
(n) Investments by the Borrower and its Subsidiaries consisting of seller take-back financing permitted under Section 7.06(b)(iii)(A). The aggregate amount of any Investment consisting of non-cash consideration in any Qualified Joint Venture shall be the greater of (A) the net book value of the assets (as determined in accordance with GAAP) contributed thereto (or, in the Company or any Subsidiary case of the Companya contribution by way of an FCC License Partition, provided that neither the Company nor any Restricted Subsidiary shall make any Investment in any Foreign Subsidiary unless (i) a ratable portion of such Investment is in the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investmentnet book value, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at such time.
(o) Investments permitted by 10.5.
(p) Investments in the nature of pledges or deposits determined with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described under 10.2;
(q) Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization total POPs of such other Person or as a result of foreclosureBTA), perfection or enforcement net of any Lien purchase-money Indebtedness of the Borrower or exchange for evidences of Indebtednessa Subsidiary in respect thereof that is assumed by the acquiror thereof, securities or other property of such other Person;
and (rB) Investments constituting Capital Expenditures, to the extent permitted by 11.4;
(s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the fair-market value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted assets so contributed as determined in good faith by 10.14;
(t) Investments consisting the Board of loans and advances to officers, directors or employees relating to indemnification or reimbursement Directors of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; and
(u) other Investments in an aggregate amount not to exceed $15,000,000 at any one time outstandingOC.
Appears in 1 contract
Samples: Loan Agreement (Omnipoint Corp \De\)
Restrictions on Investments. The Company will not, and will Borrower shall not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments inexcept:
a. Investments in Rate Hedging Agreements in a notional principal amount on any date not to exceed the aggregate principal amount of Indebtedness of the Borrower accruing interest at a floating rate, and only so long as the purpose of such Investments shall be to hedge such floating-rate interest and shall not be to speculate on interest rates;
b. Investments in commercial paper maturing in ninety (a90) securities with maturities days or less from the date of one issuance which, at the time of acquisition by Borrower, is accorded a rating of A1 or better by Standard & Poor's Corporation, or P1 or better by Xxxxx'x Investors Service, Inc. or an equivalent rating by another nationally recognized credit rating agency of similar standing;
c. Investments in (1i) year direct obligations of the United States of America or any agency or guarantee of which constitutes a full faith and credit obligation of the United States of America, in either case, maturing in twelve months or less from the date of acquisition thereof, and (ii) repurchase agreements fully secured by underlying securities of the type described in clause (i) and issued by a bank or fully guaranteed trust company meeting the requirements of paragraph (d) of this 8.4;
d. Investments in certificates of deposit maturing within six months from the date of issuance thereof (i) issued by a bank or insured by trust company organized under the laws of the United States Government or any agency state thereof;
(b) , having capital, surplus and undivided profits aggregating at least $500,000,000 and whose long-term certificates of deposit and are, at the time depositsof acquisition thereof by Borrower, bankers acceptances and overnight bank deposits of any Bank rated AA or of any commercial bank having capital and surplus in excess of $500,000,000;
(c) repurchase obligations of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government or any agency or instrumentality thereof;
(d) commercial paper of a domestic issuer rated at least "A2" or the equivalent thereof better by Standard & Poor's Corporation or any successor rating agency Aa or "P-2" or the equivalent thereof better by Moody's or any successor rating agency Xxxxx'x Investors Service, Inc., (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)
(eii) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any stateLender, commonwealth and (iii) issued by a bank or territory trust company organized under law other than those of the United StatesStates or any state thereof, by any political subdivision or taxing authority of any such statehaving capital, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated surplus and undivided profits aggregating at least "A" by Standard & Poor's or any successor rating agency or "A" by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then $500,000,000 and having a comparable credit rating of such other nationally recognized rating agency as shall be approved B/C or better and a "legal rating" of 3 or better by the Agent IBCA Lendering Analysis Ltd.
e. Investments in its reasonable judgment);
(f) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank having capital and surplus in excess of $500,000,000;
(g) shares of money market funds (other than single state funds) that are subject to make investments in accordance with the risk limiting conditions of Rule 2a-7 or any successor rule regulations of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended;; and
(h) investments similar to any f. Loans or advances in the usual and ordinary course of the foregoing denominated in foreign currencies approved by the board of directors or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisition;
(i) Investments existing on the date hereof;
(j) Investments arising from payments under the Guaranty or guaranties of the Foreign Scheduled Facilities;
(k) Investments received as proceeds of asset dispositions permitted by 10.5.2;
(l) Investments consisting of loans and advances business to officers, directors and employees for moving, entertainment, travel and other similar expenses and other Investments in connection with the relocation of employees in the ordinary course of business;
(mincluding moving expenses related to a transfer) Investments by the Company or a Subsidiary of the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted Acquisitions;
(n) Investments in the Company or any Subsidiary of the Company, provided that neither the Company nor any Restricted Subsidiary shall make any Investment in any Foreign Subsidiary unless (i) such Investment is in the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of incidental to carrying on the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investment, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at such time.
(o) Investments permitted by 10.5.
(p) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described under 10.2Borrower;
(q) Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Person;
(r) Investments constituting Capital Expenditures, to the extent permitted by 11.4;
(s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted by 10.14;
(t) Investments consisting of loans and advances to officers, directors or employees relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; and
(u) other Investments in an aggregate amount not to exceed $15,000,000 at any one time outstanding.
Appears in 1 contract
Samples: Loan Agreement (Omnipoint Corp \De\)
Restrictions on Investments. The Company will not, and will Borrower shall not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding outstanding, or permit any of its Subsidiaries to make or permit to exist or to remain outstanding, any Investment except Investments inexcept:
(a) securities with maturities Investments in Permitted Hedging Arrangements in a notional principal amount on any date reasonably related to the aggregate principal amount of one Indebtedness of the Borrower accruing interest at a floating rate, and only so long as the purpose of such Investments shall be to hedge such floating-rate interest and shall not be to speculate on interest rates;
(1b) year Investments in commercial paper maturing in 90 days or less from the date of issuance which, at the time of acquisition by the Borrower or any of its Subsidiaries, is accorded a rating of "A1" or better by Standard & Poor's Ratings Group or "P1" or better by Xxxxx'x Investors Service, Inc. or an equivalent rating by another nationally recognized credit-rating agency of similar standing;
(c) Investments in
(i) direct obligations of, or obligations guaranteed by, the United States of America or any agency that constitutes a full-faith-and-credit obligation of the United States of America, in any case maturing in 12 months or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof;, and
(b) certificates of deposit and time deposits, bankers acceptances and overnight bank deposits of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000;
(cii) repurchase obligations agreements fully secured by underlying securities of any Bank the type described in clause (i) above and issued by a bank or trust company meeting the requirements of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government or any agency or instrumentality thereofSection 7.04(d);
(d) commercial paper Investments in certificates of deposit maturing within six months from the date of issuance thereof (i) issued by a domestic issuer rated bank or trust company organized under the laws of the United States or any state thereof, having capital, surplus and undivided profits aggregating at least $500,000,000 and whose long-term certificates of deposit are, at the time of acquisition thereof by the Borrower, rated "A2AA" or the equivalent thereof better by Standard & Poor's or any successor rating agency Ratings Group or "P-2A" or the equivalent thereof better by Moody's Xxxxx'x Investors Service, Inc., or (ii) issued by any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)Lender;
(e) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least "A" by Standard & Poor's or any successor rating agency or "A" by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent Investments in its reasonable judgment);
(f) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank having capital and surplus in excess of $500,000,000;
(g) shares of money money-market funds (other than single-state funds) that are subject to make investments in accordance with the risk limiting conditions of Rule 2a-7 or any successor rule regulations of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended;
(f) the Borrower's investments as of the date hereof in its Subsidiaries;
(g) Investments by the Borrower in Qualified Joint Ventures relating to the Designated BTAs; provided that the aggregate amount of such Investments at any one time outstanding shall not exceed the QJV Amount;
(h) investments similar to any of the foregoing denominated in foreign currencies approved by the board of directors or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after Investments existing on the date of acquisitionhereof and listed on Schedule 7.04;
(i) Investments existing on consisting of loans to OC made with the proceeds of a Facility B Loan under Tranche 1 or 2 of Facility B within two Business Days after the date hereof;on which such Loan is made, but only if:
(i) such loan is payable on demand following the acceleration of the Loans,
(ii) such loan ranks at least pari passu with all other senior Indebtedness of OC,
(iii) each advance under such loan (and the interest on each such advance and any applicable Breakage Costs) shall be payable on or before December 31, 2000 and such loan is otherwise on terms providing for interest and principal amortization substantially as provided herein for Facility B Loans,
(iv) such loan is evidenced by a promissory note that is an instrument within the meaning of the New York Uniform Commercial Code and is substantially in the form of Exhibit N (the "Facility B Mirror Note"),
(v) such promissory note is pledged to the Collateral Agent as security for the Borrower's obligations hereunder and under the other loan documents and is delivered to the Collateral Agent; and
(vi) OC has delivered the OC Guaranty prior to the date of such loan and the OC Guaranty has not been terminated.
(j) Investments arising from payments consisting of loans between the Borrower and its Wholly-Owned Subsidiaries, but only if:
(i) such loans are payable on demand following the acceleration of the Loans;
(ii) such loan is evidenced by a promissory note that is an instrument within the meaning of the New York Uniform Commercial Code and is in form and substance satisfactory to the Required Lenders (the "Intercompany Note");
(iii) such promissory note is pledged to the Collateral Agent as security for the Borrower's obligations hereunder and under the Guaranty or guaranties other loan documents and is delivered to the Collateral Agent;
(iv) the aggregate amount of such loans at any one time outstanding cannot exceed the Foreign Scheduled Facilities;amount in Section 7.01(c); and
(v) the loans are subordinated pursuant to a Subordination Agreement (Affiliate).
(k) Investments received as proceeds by the Borrower in Non-Qualified Joint Ventures (exclusive of asset dispositions permitted by 10.5.2;Wichita PCS and D&E/Omnipoint); provided that, the aggregate amount of such Investments at any one time outstanding shall not exceed $5,000,000.
(l) From the date of this Agreement until 180 days after the date of this Agreement, Investments by the Borrower in Wichita PCS and D&E/Omnipoint consisting of loans to Wichita PCS and advances D&E/Omnipoint, provided that, the aggregate amount of such Investments at any one time outstanding shall not exceed $30,000,000 (inclusive of the aggregate outstanding amount of any Overadvance at such time), but only if:
(i) the proceeds of such loans are used by Wichita PCS and D&E/Omnipoint, respectively, to officerspurchase Nortel Goods and Services for any one or more of the Wichita BTAs and the Denver & Ephrata BTAs in accordance with Section 2.09(a)(ii)(B),
(ii) the loans are evidenced by Intercompany Notes which constitute as Collateral hereunder,
(iii) within 180 days after the date of this Agreement, directors Wichita PCS and employees for movingD&E/Omnipoint repay the Borrower all outstanding amounts under the Intercompany Notes (including accrued but unpaid interest and applicable Breakage Costs) and invested in Wichita PCS and D&E/Omnipoint pursuant to this Section 7.04(l) so that on the 180th day after the date of this Agreement no amounts are outstanding under such Intercompany Notes,
(iv) within 180 days of the date of this Agreement and upon receipt of such funds from Wichita PCS and D&E/Omnipoint, entertainment, travel and other similar expenses and other Investments Borrower makes a mandatory prepayment to the Administrative Agent in connection accordance with the relocation of employees in the ordinary course of businessSection 3.02(h) hereof;
(m) Investments to the extent permitted by the Company or a Subsidiary of the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted Acquisitions;Section 7.05(a); and
(n) Investments by the Borrower and its Subsidiaries consisting of seller take-back financing permitted under Section 7.06(b)(iii)(A). The aggregate amount of any Investment consisting of non-cash consideration in any Qualified Joint Venture shall be the greater of (A) the net book value of the assets (as determined in accordance with GAAP) contributed thereto (or, in the Company or any Subsidiary case of the Companya contribution by way of an FCC License Partition, provided that neither the Company nor any Restricted Subsidiary shall make any Investment in any Foreign Subsidiary unless (i) a ratable portion of such Investment is in the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investmentnet book value, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at such time.
(o) Investments permitted by 10.5.
(p) Investments in the nature of pledges or deposits determined with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described under 10.2;
(q) Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization total POPs of such other Person or as a result of foreclosureBTA), perfection or enforcement net of any Lien purchase-money Indebtedness of the Borrower or exchange for evidences of Indebtednessa Subsidiary in respect thereof that is assumed by the acquiror thereof, securities or other property of such other Person;
and (rB) Investments constituting Capital Expenditures, to the extent permitted by 11.4;
(s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the fair-market value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted assets so contributed as determined in good faith by 10.14;
(t) Investments consisting the Board of loans and advances to officers, directors or employees relating to indemnification or reimbursement Directors of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; and
(u) other Investments in an aggregate amount not to exceed $15,000,000 at any one time outstandingOC.
Appears in 1 contract
Samples: Loan Agreement (Omnipoint Corp \De\)
Restrictions on Investments. The Company Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:
(a) securities with maturities marketable direct or guaranteed obligations of the United States of America that mature within one (1) year or less from the date of acquisition issued or fully guaranteed or insured purchase by the United States Government or any agency thereofBorrower;
(b) demand deposits, certificates of deposit and time deposit, Eurodollar deposits, bankers acceptances and overnight bank time deposits of any Bank or of any commercial bank United States banks having capital and surplus total assets in excess of $500,000,0001,000,000,000, or foreign subsidiaries of such banks;
(c) repurchase obligations securities commonly known as "commercial paper" issued by a corporation organized and existing under the laws of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government of America or any agency or instrumentality thereofstate thereof that at the time of purchase have been rated and the ratings for which are not less than "P 1" if rated by Xxxxx'x Investors Services, Inc., and not less than "A 1" if rated by Standard and Poor's Ratings Group or, so long as no Obligations are outstanding, not less than "P 2" if rated by Xxxxx'x Investors Services, Inc., and not less than "A 2" if rated by Standard and Poor's Ratings Group;
(d) commercial paper debt of a domestic issuer any state or political subdivision that is rated at least "A2A" or the equivalent thereof by Standard & Poor's or any successor rating agency or "P-2" or the equivalent thereof by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)
(e) securities with maturities of better and due within one (1) year or less from the date of acquisition issued or fully guaranteed purchase by the Borrower;
(e) repurchase agreements secured by any state, commonwealth one or territory more of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least "A" by Standard & Poor's or any successor rating agency or "A" by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)foregoing;
(f) securities with maturities of one (1) year or less from Investments existing on the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank having capital hereof and surplus in excess of $500,000,000listed on SCHEDULE 9.3 hereto;
(g) Investments with respect to Indebtedness permitted by Section 9.1(k) so long as such entities remain Subsidiaries of the Borrower;
(h) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2;
(i) shares of any so-called "money market funds fund", PROVIDED that are subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission such fund is registered under the Investment Company Act of 1940, as amended;
(h) investments similar to any has net assets of the foregoing denominated in foreign currencies approved by the board at least $500,000,000 and has an investment portfolio with an average maturity of directors 365 days or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisition;
(i) Investments existing on the date hereofless;
(j) Investments arising from payments under in securities of any corporation acquired in full or partial satisfaction of liabilities of said corporation to the Guaranty Borrower, in a workout or guaranties of the Foreign Scheduled Facilitiesa bankruptcy or insolvency proceeding with respect to such corporation;
(k) Investments received in capital stock of the Borrower occurring as proceeds a result of asset dispositions the repurchase of such capital stock from the ESOP Trust as permitted by 10.5.2under Section 9.4;
(l) Investments consisting of loans and advances to officers, directors and employees for moving, entertainment, travel and other similar expenses and other Investments in connection with the relocation of employees in the ordinary course of businessESOP Loan;
(m) Investments by the Company in interest rate swaps, caps, collars or a Subsidiary of the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions similar arrangements or acquired foreign currency exchange transactions entered into in connection with Permitted Acquisitions;respect to Indebtedness under the Revolving Credit Notes; and
(n) Investments in the Company or any Subsidiary Special Preferred Stock Trust not exceeding an aggregate of $2,000, made in connection with the formation and establishment of the CompanySpecial Preferred Stock Trust; PROVIDED, provided that neither HOWEVER, that, if an Event of Default shall have occurred and be continuing, with respect to all Investments other than demand deposits referred to in Section 9.3(b), Investments other than short term Investments listed on SCHEDULE 9.3 hereto or described in clause (h) above and Investments of the Company nor any Restricted Subsidiary shall make any Investment type described in any Foreign Subsidiary unless clauses (g) and (j) through (l), either (i) such Investment is Investments shall be immediately converted into cash and deposited in the ordinary course of business or is necessary in the reasonable judgment of management of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries a Blocked Account or (ii) after giving effect to such Investment, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at such time.
(o) Investments permitted by 10.5.
(p) Investments in the nature of pledges or deposits actions with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described under 10.2;
(q) such Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Person;
(r) Investments constituting Capital Expenditures, shall be taken to the extent permitted by 11.4;
(s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), satisfaction of the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, Agent to provide to the extent permitted by 10.14;
(t) Agent, for the benefit of the Banks and the Agent, a first-priority perfected security interest in such Investments consisting free of loans and advances to officers, directors or employees relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; and
(u) all encumbrances other Investments in an aggregate amount not to exceed $15,000,000 at any one time outstandingthan Permitted Liens.
Appears in 1 contract
Samples: Revolving Credit Agreement (Republic Engineered Steels Inc)
Restrictions on Investments. The Company (a) the Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:
(ai) securities with maturities marketable direct or guaranteed obligations of the United States of America that mature within one (1) year or less from the date of acquisition issued purchase by the Borrower or fully guaranteed its Subsidiary;
(ii) marketable direct obligations of any of the following: Federal Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or insured by any other agency or instrumentality of the United States Government or any agency thereofof America;
(biii) demand deposits, certificates of deposit and time depositsdeposit, bankers acceptances and overnight bank time deposits of United States banks having total assets in excess of $100,000,000; provided, however, that the aggregate amount at any Bank or of time so invested with any commercial single bank having capital total assets of less than $1,000,000,000 will not exceed $1,000,000;
(iv) securities commonly known as "commercial paper" issued by a corporation organized and surplus existing under the laws of the United States of America or any State which at the time of purchase are rated by Moody's Investors Service, Inc. or by Standard & Poor's Ratings Servxxxx, x division of The McGraw-Hill Companies, Inc., at not less than "P1" if then rated by Xxxxx'x Xxxestors Service, Inc., and not less than "A1", if then xxxxx xy Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.;
(v) mortgage-backed securities guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation and other mortgage-backed bonds which at the time of purchase are rated by Moody's Investors Service, Inc. or by Standard & Poor's Ratings Servxxxx, a division of The McGraw-Hill Companies, Inc., at not less than "Aa" if then rated by Xxxxx'x Xnvestors Service, Inc. and not less than "AA" if then raxxx xx Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.;
(vi) repurchase agreements having x xxxx xxx greater than ninety (90) days and fully secured by securities described in the foregoing subsection (i), (ii) or (v) with banks described in the foregoing subsection (iii) or with financial institutions or other corporations having total assets in excess of $500,000,000;
(c) repurchase obligations of any Bank or of any commercial bank having capital and surplus in excess of $500,000,000, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government or any agency or instrumentality thereof;
(d) commercial paper of a domestic issuer rated at least "A2" or the equivalent thereof by Standard & Poor's or any successor rating agency or "P-2" or the equivalent thereof by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment)
(e) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least "A" by Standard & Poor's or any successor rating agency or "A" by Moody's or any successor rating agency (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Agent in its reasonable judgment);
(f) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank having capital and surplus in excess of $500,000,000;
(gvii) shares of so-called "money market funds that are subject to funds" registered with the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission SEC under the Investment Company Act of 19401940 which maintain a level per-share value, as amendedinvest principally in investments described in the foregoing subsections (i) through (vi) and have total assets in excess of $50,000,000;
(hviii) investments similar Investments in Mortgage Loans, subject to the following limitations:
1. no more than twenty percent (20%) of Borrower's Consolidated Total Asset Value may be invested in Mortgage Loans consisting of Construction Loans;
2. no Mortgage Loans shall be subordinate in rank, time of payments, priority of lien or any other respect to any other indebtedness of the foregoing denominated Mortgage Loan Obligors, except for Permitted Subordinate Mortgage Loans;
3. the aggregate principal balance of all Interim Loans at any time outstanding shall not exceed $3,000,000; and
4. no Investments may be made in foreign currencies approved by the board of directors or Treasurer of the Company, in each case provided in clauses (a), (b) and (d) above, maturing within twelve (12) months after the date of acquisitionCompound Bonds;
(i) Investments existing on the date hereof;
(j) Investments arising from payments under the Guaranty or guaranties of the Foreign Scheduled Facilities;
(k) Investments received as proceeds of asset dispositions permitted by 10.5.2;
(l) Investments consisting of loans and advances to officers, directors and employees for moving, entertainment, travel and other similar expenses and other Investments in connection with the relocation of employees in the ordinary course of business;
(m) Investments by the Company or a Subsidiary of the Company in Subsidiaries formed for the purpose of consummating Permitted Acquisitions or acquired in connection with Permitted Acquisitions;
(nix) Investments in "Unimproved Real Property" (as such term is defined in the Company or any Subsidiary of the CompanyBorrower's 2006 Annual Report), provided that neither the Company nor any Restricted Subsidiary in no event shall make any Investment in any Foreign Subsidiary unless (i) such Investment is Investments exceed in the ordinary course of business or is necessary in the reasonable judgment of management aggregate five percent (5%) of the Company for the operation of the business of any Foreign Subsidiary or Foreign Subsidiaries or (ii) after giving effect to such Investment, all such Investments in Foreign Subsidiaries made pursuant to this subclause (ii) do not exceed $100,000,000 outstanding at such time.
(o) Investments permitted by 10.5.
(p) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described under 10.2;
(q) Investments representing evidences of Indebtedness, securities or other property received from another Person in connection with any bankruptcy or proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Person;
(r) Investments constituting Capital Expenditures, to the extent permitted by 11.4;
(s) Investments under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, to the extent permitted by 10.14;
(t) Investments consisting of loans and advances to officers, directors or employees relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacityBorrower's Consolidated Total Asset Value; and
(ux) other Investments in an aggregate amount not to exceed $15,000,000 at any one time outstanding.commercial mortgage backed securities issued by a Securitization Subsidiary;
Appears in 1 contract
Samples: Revolving Credit Agreement (American Church Mortgage Co)
