Subsidiary Debt. The Borrower will not permit any of its Subsidiaries to create or suffer to exist, any Debt other than: (i) Debt owing to API or any other Subsidiary; (ii) existing Debt outstanding on the Effective Date, and listed on Schedule 7.02(e) (the “Existing Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (iii) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e); (iv) Debt arising under cash management agreements or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Debt is extinguished within ten (10) Domestic Business Days of its incurrence; (v) Debt representing deferred compensation or similar obligations to employees of incurred in the ordinary course of business; (vi) Debt in respect of (i) performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims; (vii) Debt of ACC so long as its primary activities are of the same general types as those conducted by ACC on the First Amendment Effective Date; and (viii) Debt in addition to that permitted above, so long as the aggregate outstanding principal amount thereof (but as measured only on the date of each new incurrence of Debt under this clause (viii)) at no time exceeds $500,000,000. For purposes of determining compliance with this clause (e), in the event that an item of proposed Debt meets the criteria of more than one of the categories, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause of this clause (e), API shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (e). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.”. (l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.
Appears in 1 contract
Subsidiary Debt. The Borrower will not permit Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:: Jabil Credit Agreement 49
(i) Debt owing owed to API the Company or any other Subsidiary;to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,
(ii) Debt existing Debt outstanding on on, or available under lines of credit existing on, the Effective Date, Date and listed described on Schedule 7.02(e5.02(d) hereto (the “Existing Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing refunding or refinancingrefinancing or modifying, in whole or in part, the Existing Debt, provided that the principal amount of, or amount available under lines of credit constituting, such Existing Debt shall not be increased above the principal amount thereof outstanding or amount available immediately prior to such extension, refunding or refinancing,
(iii) Debt secured by Liens permitted by Section 5.02(a)(ii),
(iv) Debt, if any, arising in connection with Securitization Programs in an aggregate principal amount not to exceed the Dollar Equivalent of the greater of $950,000,000 and 10% of Consolidated Tangible Assets at any time outstanding (for purposes of this clause (iv), the “principal amount” of a Securitization Program shall mean the Invested Amount),
(v) obligations of any Subsidiary of the Company under any Hedge Agreements entered into in the ordinary course of business to protect the Company and its Subsidiaries against fluctuations in interest rates, currencies or price commodities,
(vi) obligations in respect of acceptances, trade letters of credit, undrawn standby letters of credit, bank guarantees, surety bonds or similar extensions of credit,
(vii) obligations which in aggregate do not exceed the Dollar Equivalent of $150,000,000 arising in connection with the administration and operation of cash management services for the Company and any of its Subsidiaries, including cash pooling arrangements and overdraft facilities,
(viii) Debt of a Person at the time such Person is merged into or consolidated with any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Debt was not created in contemplation of such merger, consolidation or acquisition, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, such Debt, provided further that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacementrefunding or refinancing,
(ix) Debt, refundingif any, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or arising in connection with such extensionthe sales of accounts receivable and related assets, replacementincluding pursuant to factoring programs, refunding, renewal whether or refinancingnot the Company or any of its Subsidiaries remain as servicer;
(iiix) guarantees (i) Debt under Finance Leases (other than pursuant to sale-leaseback transactions) or Synthetic Leases to finance the acquisition, construction, development or improvement by such Person of real property, fixtures, inventory or equipment or other tangible assets, provided, that, in each case (A) such Debt is incurred by such Person at the time of, or not later than 120 days after, the acquisition, construction, development or improvement by such Person of the property so financed and (B) such Debt does not exceed the purchase price of the property (or the cost of constructing, developing or improving the same) so financed, and (ii) Debt under initial or successive refinancings (which shall include any Subsidiary in respect of Debt amendments, modifications, renewals, refundings or replacements) of any other Subsidiary otherwise permitted under this Section 7.02(esuch Finance Leases or Synthetic Leases, provided, that, the principal amount of any such refinancing does not exceed the principal amount of the Debt being refinanced (except to the extent necessary to pay fees, expenses, underwriting discounts and prepayment penalties in connection therewith);; Jabil Credit Agreement 50
(ivxi) Debt arising under cash management agreements endorsement of negotiable instruments for deposit or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft collection or similar instrument drawn against insufficient funds transactions in the ordinary course of business, so long as such Debt is extinguished within ten (10) Domestic Business Days of its incurrence;
(v) Debt representing deferred compensation or similar obligations to employees of incurred in the ordinary course of business;
(vi) Debt in respect of (i) performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims;
(vii) Debt of ACC so long as its primary activities are of the same general types as those conducted by ACC on the First Amendment Effective Date; and
(viiixii) other Debt that, in addition to that permitted above, so long as the aggregate outstanding principal amount thereof with (but as measured only on the date of each new incurrence of without duplication of) all Debt under this clause (viii)) at no time exceeds $500,000,000. For purposes of determining compliance with this clause (esecured by Liens permitted by Section 5.02(a)(xv), in at any time outstanding does not exceed the event that an item of proposed Debt meets the criteria of more than one Dollar Equivalent of the categories, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause greater of this clause (e), API shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (e). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110$1,000,000,000 and 10% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.Consolidated Tangible Assets,
Appears in 1 contract
Samples: Credit Agreement (Jabil Inc)
Subsidiary Debt. The Borrower will not No Loan Party shall permit any of its Subsidiaries to create create, or suffer to exist, any Debt other than:
(i) Debt owing owed to API the Company or any other Subsidiaryto a wholly-owned Subsidiary of the Company;
(ii) existing Debt outstanding on (not falling within the Effective Date, and listed on Schedule 7.02(eother paragraphs of this Section 5.02(e)) aggregating for all of the Company’s Subsidiaries not more than $1,750,000,000 (the “Existing Debt”), and or its equivalent in another currency or currencies) at any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancingone time outstanding;
(iii) guarantees by any Subsidiary in respect endorsement of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e);
(iv) Debt arising under cash management agreements negotiable instruments for deposit or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft collection or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Debt is extinguished within ten (10) Domestic Business Days of its incurrence;
(v) Debt representing deferred compensation or similar obligations to employees of incurred transactions in the ordinary course of business;
(iv) Debt owed pursuant to the Loan Documents;
(v) Debt which is effectively subordinated to the payment obligations of the Loan Parties to the Lenders hereunder to the reasonable satisfaction of the Agent;
(vi) Debt in respect under any Hedge Agreements entered into with any Lender or any Affiliate of any Lender for the purpose of hedging risks associated with the Company and its Subsidiaries’ operations (iincluding, without limitation, interest rate and foreign exchange and commodities price risks) performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection consistent with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do past practice and not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claimsfor speculative purposes;
(vii) Debt arising as a result of ACC so long as its primary activities are a Subsidiary of the same general types as those conducted Company entering into a Reacquisition Sale and Leaseback Transaction; provided that the principal obligations of such Subsidiary, when aggregated with the principal obligations of the Company and its Subsidiaries in respect of all other Reacquisition Sale and Leaseback Transactions entered into after the date hereof, do not exceed $300,000,000 (or its Equivalent in another currency or currencies);
(viii) [reserved];
(ix) Guarantees by ACC on any Subsidiary of Debt otherwise permitted pursuant to this Section 5.02(e);
(x) Debt of Subsidiaries of the First Amendment Effective DateCompany that are Subsidiary Guarantors; and
(viiixi) Following the Icon Debt Assumption, guarantees by Neptune of Debt of the Company in addition to that permitted above, so long as the an aggregate outstanding principal amount thereof (but as measured only on the date of each new incurrence of Debt under this clause (viii)) at no time exceeds not to exceed $500,000,000. For purposes of determining compliance with this clause (e), in the event that an item of proposed Debt meets the criteria of more than one of the categories, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause of this clause (e), API shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (e). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates250,000,000.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.
Appears in 1 contract
Samples: Credit Agreement (International Flavors & Fragrances Inc)
Subsidiary Debt. The Borrower will not permit Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owing owed to API the Company or any other Subsidiary;to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,
(ii) Debt incurred to finance the Acquisition or existing Debt outstanding on on, or available under lines of credit existing on, the Effective Date, Closing Date and listed described on Schedule 7.02(e5.02(c) to the Disclosure Letter (the “Existing Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing refinancing or refinancingmodifying, in whole or in part, the Existing Debt, provided that the principal amount of, or amount available under lines of credit constituting, such Existing Debt shall not be increased above the principal amount thereof outstanding and any unused commitments in respect thereof or amount available immediately prior to such extension, refunding or refinancing plus customary fees, expenses and premiums incurred in connection with such extension, refunding, refinancing or modification,
(iii) Debt secured by Liens permitted by Section 5.02(a)(ii) (and any Refinancing Debt in respect thereof),
(iv) Debt, if any, arising in connection with Securitization Programs, in an aggregate principal amount not to exceed, when taken together with Securitization Programs existing on the Closing Date, the Dollar Equivalent of the greater of $1,500,000,000 at any time outstanding (for purposes of this clause (iv), the “principal amount” of a Securitization Program shall mean the Invested Amount) and, to the extent secured, secured by Liens permitted pursuant to Section 5.02(a)(v),
(v) obligations of any Subsidiary of the Company under any Hedge Agreements entered into in the ordinary course of business to protect the Company and its Subsidiaries against fluctuations in interest rates, currencies or price commodities,
(vi) obligations in respect of acceptances, trade letters of credit, undrawn standby letters of credit, bank guarantees, surety bonds or similar extensions of credit,
(vii) obligations arising in connection with the administration and operation of cash management services for the Company and any of its Subsidiaries, including cash pooling arrangements and overdraft facilities,
(viii) Debt of a Person at the time such Person is merged into or consolidated with any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Debt was not created in contemplation of such merger, consolidation or acquisition, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, such Debt, provided further that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal refunding or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or plus customary fees, expenses and premiums incurred in connection with such extension, replacement, refunding, renewal refunding or refinancing;,
(iiiix) guarantees by Debt not for borrowed money, if any, arising in connection with the sales of accounts receivable and related assets, including pursuant to factoring programs, whether or not the Company or any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e);its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basis,
(ivx) Synthetic Lease Obligations to finance the acquisition, construction, development or improvement by such Person of real property, fixtures, inventory or equipment or other tangible assets, provided, that, in each case (1) such Debt arising under cash management agreements or from customary cash management services, netting arrangements, automated clearing house transfersis incurred by such Person at the time of, or not later than 120 days after, the honoring acquisition, construction, development or improvement by a bank such Person of the property so financed and (2) such Debt does not exceed the purchase price of the property (or other financial institution the cost of a checkconstructing, draft developing or improving the same) so financed; provided, that the net present value of the aggregate rental obligations under of leases, contracts and Synthetic Leases entered into after the date hereof (discounted at the implied interest rate of such lease, contract or Synthetic Lease) does not exceed an amount equal to 10% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries,
(xi) endorsement of negotiable instruments for deposit or collection or similar instrument drawn against insufficient funds transactions in the ordinary course of business,
(xii) other Debt (and any Refinancing Debt in respect thereof) that, in aggregate with (but without duplication of) all Debt secured by Liens permitted by Section 5.02(a)(xiv), at any time outstanding does not exceed the Dollar Equivalent of the greater of $625,000,000 and 12.5% of Consolidated Tangible Assets of the Borrower and its Subsidiaries,
(xiii) any Debt of any Subsidiary so long as such Debt Subsidiary (A) (x) is extinguished within ten a U.S. Person or (10y) Domestic Business Days of its incurrence;
(v) Debt representing deferred compensation or similar obligations such Subsidiary is organized in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to employees of incurred in the ordinary course of business;
(vi) Debt in respect of (i) performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default Agent can be provided and (iiB) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims;
(vii) Debt of ACC so long as its primary activities are of the same general types as those conducted by ACC on the First Amendment Effective Date; and
(viii) Debt in addition to that permitted above, so long as the aggregate outstanding principal amount thereof (but as measured only on the date of each new incurrence of Debt under this clause (viii)) at no time exceeds $500,000,000. For purposes of determining compliance with this clause (e), in the event that an item of proposed Debt meets the criteria of more than one of the categoriesfull force and effect, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause of such Subsidiary shall have joined this clause (e), API Agreement as a guarantor and its obligations in such capacity shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (efull force and effect). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.,
Appears in 1 contract
Samples: Credit Agreement (Synnex Corp)
Subsidiary Debt. The Borrower Parent will not permit any of its Subsidiaries Subsidiary (other than the Company) to create create, incur, assume or suffer to exist, exist any Debt other thanexcept:
(ia) Debt owing arising under Securitization Transactions in an aggregate amount outstanding not exceeding US$250,000,000 at any time;
(b) Debt existing on the Closing Date and identified on Schedule 6.6; provided that all such Debt (or, in the case of Debt arising under Guarantees, the applicable guaranteed Debt) shall be repaid not later than 120 days after the Closing Date;
(c) Debt of a Subsidiary owed to API the Parent or any other another Subsidiary;
(iid) existing Debt outstanding on the Effective Date, and listed on Schedule 7.02(e) (the “Existing Debt”), and incurred as an account party in respect of any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided that the principal amount trade letter of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancingcredit;
(iiie) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e);
(iv) Debt arising under cash management agreements or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Debt is extinguished within ten (10) Domestic Business Days of its incurrence;
(v) Debt representing deferred compensation or similar obligations owed to employees of incurred in the ordinary course of business;
(vif) Debt to the extent constituting Debt, obligations with respect to deferred compensation, retiree healthcare medical benefits or other similar employment arrangements incurred in connection with acquisitions or dispositions permitted under this Agreement;
(g) to the extent constituting Debt, obligations incurred in respect of (i) performance bondscash management services, surety bondsnetting services, appeal bonds or customs bonds required overdraft protection and similar arrangements and hedging transactions with a term not exceeding two years, in the ordinary course of business or in connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created each case in the ordinary course of business, including ;
(h) Debt constituting reimbursement obligations with respect to letters of credit issued in respect of workers workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations relating to regarding workers workers’ compensation claimsclaims incurred in the ordinary course of business;
(viii) obligations in respect of performance and surety, stay, customs, appeal and performance bonds and performance and completion guarantees or obligations in respect of letters of credit in respect thereof, in each case in the ordinary course of business;
(j) Debt of ACC so long as its primary activities are of that has maturities and other terms, and is subordinated to the same general types as those conducted by ACC on Obligations in a manner, satisfactory to the First Amendment Effective DateRequired Lenders;
(k) Debt arising under capital leases in an aggregate principal amount not to exceed US$50,000,000 outstanding at any time; and
(viiil) other Debt in addition to that permitted above, so long as the an aggregate outstanding principal amount thereof (but as measured only on the date of each new incurrence of Debt under this clause (viii)) not to exceed US$750,000,000 outstanding at no time exceeds $500,000,000. For purposes of determining compliance with this clause (e), in the event that an item of proposed Debt meets the criteria of more than one of the categories, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause of this clause (e), API shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (e). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange ratestime.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.
Appears in 1 contract
Samples: Credit Agreement (Pentair Inc)
Subsidiary Debt. The Borrower Parent will not permit any of its Subsidiaries Subsidiary (other than the Company) to create create, incur, assume or suffer to exist, exist any Debt other thanexcept:
(a) Debt arising under Securitization Transactions in an aggregate amount outstanding not exceeding US$250,000,000 at any time;
(b) Debt existing on the Closing Date and identified on Schedule 6.6;
(c) (i) Debt owing of a Subsidiary owed to API the Parent or any another Subsidiary; (ii) subject to Section 6.14, Debt of the Swiss Parent arising under Guarantees of Debt of the Company to the extent this Agreement does not prohibit the Company’s incurrence of such Debt; and (iii) Guarantees by a Subsidiary of Debt of the Parent or another Subsidiary to the extent this Agreement does not prohibit the Parent’s or such other Subsidiary’s incurrence of such Debt;
(iid) existing Debt outstanding on the Effective Date, and listed on Schedule 7.02(e) (the “Existing Debt”), and incurred as an account party in respect of any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided that the principal amount trade letter of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancingcredit;
(iiie) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e);
(iv) Debt arising under cash management agreements or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Debt is extinguished within ten (10) Domestic Business Days of its incurrence;
(v) Debt representing deferred compensation or similar obligations owed to employees of incurred in the ordinary course of business;
(vif) Debt to the extent constituting Debt, obligations with respect to deferred compensation, retiree healthcare medical benefits or other similar employment arrangements incurred in connection with acquisitions or dispositions permitted under this Agreement;
(g) to the extent constituting Debt, obligations incurred in respect of (i) performance bondscash management services, surety bondsnetting services, appeal bonds or customs bonds required overdraft protection and similar arrangements and hedging transactions with a term not exceeding two years, in the ordinary course of business or in connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created each case in the ordinary course of business, including ;
(h) Debt constituting reimbursement obligations with respect to letters of credit issued in respect of workers workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations relating to regarding workers workers’ compensation claimsclaims incurred in the ordinary course of business;
(viii) obligations in respect of performance and surety, stay, customs, appeal and performance bonds, performance and completion guarantees and similar instruments or obligations in respect of letters of credit in respect thereof, in each case in the ordinary course of business;
(j) Debt of ACC so long as its primary activities are of that has maturities and other terms, and is subordinated to the same general types as those conducted by ACC on Obligations in a manner, satisfactory to the First Amendment Effective DateRequired Lenders;
(k) Debt arising under capital leases in an aggregate principal amount not to exceed US$50,000,000 outstanding at any time; and
(viiil) other Debt in addition to that permitted above, so long as the an aggregate outstanding principal amount thereof (but as measured only on the date of each new incurrence of Debt under this clause (viii)) not to exceed US$750,000,000 outstanding at no time exceeds $500,000,000. For purposes of determining compliance with this clause (e), in the event that an item of proposed Debt meets the criteria of more than one of the categories, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause of this clause (e), API shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (e). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange ratestime.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.
Appears in 1 contract
Samples: Credit Agreement (PENTAIR PLC)
Subsidiary Debt. The Borrower Parent will not permit any of its Subsidiaries Material Subsidiary (other than the Company) to create create, incur, assume or suffer to exist, exist any Debt other thanexcept:
(a) Debt arising under Securitization Transactions in an aggregate amount outstanding not exceeding $250,000,000 at any time;
(b) Debt existing on the Effective Date and identified on Schedule 6.05 and any refinancing, extension or renewal thereof or of any Debt under this clause (b), in each case, to the extent the principal amount thereof is not increased (including extensions, renewals or replacements of guarantees in respect of such Debt as so refinanced, extended or renewed);
(i) Debt owing of a Subsidiary owed to API the Parent or any another Subsidiary; and (ii) Guarantees by a Subsidiary of Debt of the Parent or another Subsidiary to the extent this Agreement does not prohibit the Parent’s or such other Subsidiary’s incurrence of such Debt;
(iid) existing Debt outstanding on the Effective Date, and listed on Schedule 7.02(e) (the “Existing Debt”), and incurred as an account party in respect of any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided that the principal amount trade letter of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancingcredit;
(iiie) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e);
(iv) Debt arising under cash management agreements or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Debt is extinguished within ten (10) Domestic Business Days of its incurrence;
(v) Debt representing deferred compensation or similar obligations owed to employees of incurred in the ordinary course of business;
(vif) Debt to the extent constituting Debt, obligations with respect to deferred compensation, retiree healthcare medical benefits or other similar employment arrangements incurred in connection with acquisitions or dispositions permitted under this Agreement;
(g) to the extent constituting Debt, obligations incurred in respect of (i) performance bondscash management services, surety bondsnetting services, appeal bonds or customs bonds required overdraft protection and similar arrangements and hedging transactions with a term not exceeding two years, in the ordinary course of business or in connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created each case in the ordinary course of business, including ;
(h) Debt constituting reimbursement obligations with respect to letters of credit issued in respect of workers workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations relating to regarding workers workers’ compensation claimsclaims incurred in the ordinary course of business;
(viii) obligations in respect of performance and surety, stay, customs, appeal and performance bonds, performance and completion guarantees and similar instruments or obligations in respect of letters of credit in respect thereof, in each case in the ordinary course of business;
(j) Debt that has maturities and other terms, and is subordinated to the Obligations in a manner, satisfactory to the Required Lenders;
(k) Debt arising under capital leases in an aggregate principal amount not to exceed $50,000,000 outstanding at any time;
(l) Debt of ACC so long as its primary activities are of Affiliate Borrowers arising under the same general types as those conducted by ACC on the First Amendment Effective DateLoan Documents; and
(viiim) other Debt in addition to that permitted above, so long as the an aggregate outstanding principal amount thereof not to exceed the greater of (but i) $425,000,000 and (ii) 11.5% of the Parent’s Consolidated Total Assets as measured only shown on the date then most recent consolidated financial statements of each new incurrence of Debt under this clause the Parent delivered to the Administrative Agent pursuant to Section 5.01 (viii)) at no time exceeds $500,000,000. For purposes of determining compliance with this clause (eor, prior to such initial delivery pursuant to Section 5.01, Section 3.04), in the event that an item of proposed Debt meets the criteria of more than one of the categories, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause of this clause (e), API shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in at any manner that complies with this clause (e). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange ratestime.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.
Appears in 1 contract
Samples: Credit Agreement (PENTAIR PLC)
Subsidiary Debt. The Borrower will not permit Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owing owed to API the Company or any other Subsidiary;to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,
(ii) Debt existing Debt outstanding on on, or available under lines of credit existing on, the Effective DateDate and, and listed described on Schedule 7.02(e5.02(d) hereto (the “Existing Debt”), and any Debt extending the maturity of, or replacingrefunding or refinancing or modifying, refundingin whole or in part, renewing the Existing Debt (including, for the avoidance of doubt, to effectuate a change of obligor, jurisdiction and/or replacement with alternative debt instruments of any form), provided that the principal amount of, or amount available under lines of credit constituting, such Existing Debt shall not be increased above the principal amount thereof outstanding or amount available immediately prior to such extension, refunding or refinancing,
(iii) Debt secured by Xxxxx permitted by Section 5.02(a)(ii),
(iv) Debt, if any, arising in connection with Securitization Programs in an aggregate principal amount not to exceed the Dollar Equivalent of the greater of $950,000,000 and 10% of Consolidated Tangible Assets at any time outstanding (for purposes of this clause (iv), the “principal amount” of a Securitization Program shall mean the Invested Amount),
(v) obligations of any Subsidiary of the Company under any Hedge Agreements entered into in the ordinary course of business to protect the Company and its Subsidiaries against fluctuations in interest rates, currencies or price commodities,
(vi) obligations in respect of acceptances, trade letters of credit, undrawn standby letters of credit, bank guarantees, surety bonds or similar extensions of credit,
(vii) obligations which in aggregate do not exceed the Dollar Equivalent of $150,000,000 arising in connection with the administration and operation of cash management services for the Company and any of its Subsidiaries, including cash pooling arrangements and overdraft facilities,
(viii) Debt of a Person at the time such Person is merged into or consolidated with any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Debt was not created in contemplation of such merger, consolidation or acquisition, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing such Debt; , provided further that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacementrefunding or refinancing,
(ix) Debt, refundingif any, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or arising in connection with such extensionthe sales of accounts receivable and related assets, replacementincluding pursuant to factoring programs, refunding, renewal whether or refinancingnot the Company or any of its Subsidiaries remain as servicer;
(iiix) guarantees (i) Debt under Finance Leases (other than pursuant to sale-leaseback transactions) or Synthetic Leases to finance the acquisition, construction, development or improvement by such Person of real property, fixtures, inventory or equipment or other tangible assets, provided, that, in each case (A) such Debt is incurred by such Person at the time of, or not later than 120 days after, the acquisition, construction, development or improvement by such Person of the property so financed and (B) such Debt does not exceed the purchase price of the property (or the cost of constructing, developing or improving the same) so financed, and (ii) Debt under initial or successive refinancings (which shall include any Subsidiary in respect of Debt amendments, modifications, renewals, refundings or replacements) of any other Subsidiary otherwise permitted under this Section 7.02(esuch Finance Leases or Synthetic Leases, provided, that, the principal amount of any such refinancing does not exceed the principal amount of the Debt being refinanced (except to the extent necessary to pay fees, expenses, underwriting discounts and prepayment penalties in connection therewith or to apply existing deferred interest of the Debt being refinanced to the principal amount);
(ivxi) Debt arising under cash management agreements endorsement of negotiable instruments for deposit or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft collection or similar instrument drawn against insufficient funds transactions in the ordinary course of business, so long as such Debt is extinguished within ten (10) Domestic Business Days of its incurrence;
(v) Debt representing deferred compensation or similar obligations to employees of incurred in the ordinary course of business;
(vi) Debt in respect of (i) performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims;
(vii) Debt of ACC so long as its primary activities are of the same general types as those conducted by ACC on the First Amendment Effective Date; and
(viiixii) other Debt that, in addition to that permitted above, so long as the aggregate outstanding principal amount thereof with (but as measured only on the date of each new incurrence of without duplication of) all Debt under this clause (viii)) at no time exceeds $500,000,000. For purposes of determining compliance with this clause (esecured by Liens permitted by Section 5.02(a)(xv), in at any time outstanding does not exceed the event that an item of proposed Debt meets the criteria of more than one Dollar Equivalent of the categories, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause greater of this clause (e), API shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (e). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110$1,000,000,000 and 10% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.Consolidated Tangible Assets,
Appears in 1 contract
Samples: Credit Agreement (Jabil Inc)
Subsidiary Debt. The Borrower will not permit Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owing owed to API the Company or any other Subsidiary;to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,
(ii) Debt existing Debt outstanding on on, or available under lines of credit existing on, the Effective Date, Closing Date and listed described on Schedule 7.02(e5.02(c) to the Disclosure Letter (the “Existing Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing refinancing or refinancingmodifying, in whole or in part, the Existing Debt, provided that the principal amount of, or amount available under lines of credit constituting, such Existing Debt shall not be increased above the principal amount thereof outstanding and any unused commitments in respect thereof or amount available immediately prior to such extension, refunding or refinancing plus customary fees, expenses and premiums incurred in connection with such extension, refunding, refinancing or modification,
(iii) Debt secured by Liens permitted by Section 5.02(a)(ii) (and any Refinancing Debt in respect thereof),
(iv) Debt, if any, arising in connection with Securitization Programs, in an aggregate principal amount not to exceed, when taken together with Securitization Programs existing on the Closing Date, the Dollar Equivalent of the greater of $1,500,000,000 at any time outstanding (for purposes of this clause (iv), the “principal amount” of a Securitization Program shall mean the Invested Amount) and, to the extent secured, secured by Liens permitted pursuant to Section 5.02(a)(v),
(v) obligations of any Subsidiary of the Company under any Hedge Agreements entered into in the ordinary course of business to protect the Company and its Subsidiaries against fluctuations in interest rates, currencies or price commodities,
(vi) obligations in respect of acceptances, trade letters of credit, undrawn standby letters of credit, bank guarantees, surety bonds or similar extensions of credit,
(vii) obligations arising in connection with the administration and operation of cash management services for the Company and any of its Subsidiaries, including cash pooling arrangements and overdraft facilities,
(viii) Debt of a Person at the time such Person is merged into or consolidated with any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Debt was not created in contemplation of such merger, consolidation or acquisition, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, such Debt, provided, further, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal refunding or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or plus customary fees, expenses and premiums incurred in connection with such extension, replacement, refunding, renewal refunding or refinancing;,
(iiiix) guarantees by Debt not for borrowed money, if any, arising in connection with the sales of accounts receivable and related assets, including pursuant to factoring programs, whether or not the Company or any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e);its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basis,
(ivx) Synthetic Lease Obligations to finance the acquisition, construction, development or improvement by such Person of real property, fixtures, inventory or equipment or other tangible assets, provided, that, in each case (1) such Debt arising under cash management agreements or from customary cash management services, netting arrangements, automated clearing house transfersis incurred by such Person at the time of, or not later than 120 days after, the honoring acquisition, construction, development or improvement by a bank such Person of the property so financed and (2) such Debt does not exceed the purchase price of the property (or other financial institution the cost of a checkconstructing, draft developing or improving the same) so financed; provided, that the net present value of the aggregate rental obligations under of leases, contracts and Synthetic Leases entered into after the Closing Date (discounted at the implied interest rate of such lease, contract or Synthetic Lease) does not exceed an amount equal to 10% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries,
(xi) endorsement of negotiable instruments for deposit or collection or similar instrument drawn against insufficient funds transactions in the ordinary course of business,
(xii) other Debt (and any Refinancing Debt in respect thereof) that, in aggregate with (but without duplication of) all Debt secured by Liens permitted by Section 5.02(a)(xiv), at any time outstanding does not exceed the Dollar Equivalent of the greater of $1,000,000,000 and 12.5% of Consolidated Tangible Assets of the Borrower and its Subsidiaries; provided that the Company may, in its sole discretion, reclassify any Debt (or any portion thereof) in respect of any Securitization Program incurred under this clause to have been incurred or issued pursuant to Section 5.02(c)(iv),
(xiii) any Debt of any Subsidiary so long as such Debt Subsidiary (A) (x) is extinguished within ten a U.S. Person or (10y) Domestic Business Days of its incurrence;
(v) Debt representing deferred compensation or similar obligations such Subsidiary is organized in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to employees of incurred in the ordinary course of business;
(vi) Debt in respect of (i) performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default Agent can be provided and (iiB) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims;
(vii) Debt of ACC so long as its primary activities are of the same general types as those conducted by ACC on the First Amendment Effective Date; and
(viii) Debt in addition to that permitted above, so long as the aggregate outstanding principal amount thereof (but as measured only on the date of each new incurrence of Debt under this clause (viii)) at no time exceeds $500,000,000. For purposes of determining compliance with this clause (e), in the event that an item of proposed Debt meets the criteria of more than one of the categoriesfull force and effect, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause of such Subsidiary shall have joined this clause (e), API Agreement as a guarantor and its obligations in such capacity shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (efull force and effect). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.,
Appears in 1 contract
Samples: Credit Agreement (Td Synnex Corp)
Subsidiary Debt. The Borrower will not permit Permit any of its Subsidiaries that is not a Subsidiary Guarantor to create or suffer to exist, any Debt other than:
(i) Debt owing owed to API the Company or any other Subsidiary;to a wholly owned Subsidiary of the Company,
(ii) Debt existing Debt outstanding on the Effective Date, Date and listed described on Schedule 7.02(e5.02(c) hereto (the “Existing Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing refunding or refinancing, in whole or in part, the Existing Debt; , provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacementrefunding or refinancing, refundingand the direct and contingent obligors therefor shall not be changed, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal refunding or refinancing;,
(iii) guarantees Debt secured by any Subsidiary in respect of Debt of any other Subsidiary otherwise Liens permitted under this by Section 7.02(e5.02(a)(viii) or (ix);,
(iv) Debt arising under cash management agreements endorsement of negotiable instruments for deposit or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft collection or similar instrument drawn against insufficient funds transactions in the ordinary course of business, so long as such Debt is extinguished within ten (10) Domestic Business Days of its incurrence;,
(v) Debt representing deferred compensation or similar obligations to employees of incurred in the ordinary course of business;business with respect to surety and appeal bonds, performance bonds and other similar obligations,
(vi) Debt in respect of (i) performance bonds, surety bonds, appeal bonds or customs bonds required Hedging Agreements incurred in the ordinary course of business or in connection with the enforcement (and not for speculative purposes),
(vii) Debt consisting of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created customer deposits received in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims;
(vii) Debt of ACC so long as its primary activities are of the same general types as those conducted by ACC on the First Amendment Effective Date; and,
(viii) Debt consisting of unpaid insurance premiums (not in addition excess of one (1) years’ premiums) owing to that permitted aboveinsurance companies and insurance brokers incurred in connection with the financing of insurance premiums in the ordinary course of business,
(ix) Debt arising as a direct result of judgments, so long as orders, awards or decrees against the Loan Parties, in each case not constituting an Event of Default, and
(x) other Debt that, in aggregate outstanding principal amount thereof with (but as measured only on the date of each new incurrence of without duplication of) all Debt under this clause (viii)) at no time exceeds $500,000,000. For purposes of determining compliance with this clause (esecured by Liens permitted by Section 5.02(a)(xv), in the event that an item of proposed Debt meets the criteria of more than one of the categories, or is entitled to be incurred or at any time outstanding pursuant to more than one clause or sub-clause of this clause (e), API shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (e). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals does not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange ratesexceed $200,000,000.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.
Appears in 1 contract
Samples: Credit Agreement (Pricesmart Inc)
Subsidiary Debt. The Borrower will Company shall not permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owing owed to API the Company or any other Subsidiaryto a wholly-owned Subsidiary of the Company;
(ii) existing Debt outstanding on (not falling within the Effective Date, and listed on Schedule 7.02(eother paragraphs of this Section 5.02(e)) aggregating for all of the Company’s Subsidiaries not more than $1,750,000,000 (the “Existing Debt”), and or its equivalent in another currency or currencies) at any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancingone time outstanding;
(iii) guarantees by any Subsidiary in respect endorsement of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e);
(iv) Debt arising under cash management agreements negotiable instruments for deposit or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft collection or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Debt is extinguished within ten (10) Domestic Business Days of its incurrence;
(v) Debt representing deferred compensation or similar obligations to employees of incurred transactions in the ordinary course of business;
(iv) Debt owed pursuant to the Loan Documents;
(v) Debt which is effectively subordinated to the payment obligations of the Company to the Lenders hereunder to the reasonable satisfaction of the Agent;
(vi) Debt in respect under any Hedge Agreements entered into with any Lender or any Affiliate of any Lender for the purpose of hedging risks associated with the Company and its Subsidiaries’ operations (iincluding, without limitation, interest rate and foreign exchange and commodities price risks) performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection consistent with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do past practice and not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claimsfor speculative purposes;
(vii) Debt arising as a result of ACC so long as its primary activities are a Subsidiary of the same general types as those conducted by ACC on Company entering into a Reacquisition Sale and Leaseback Transaction provided that the First Amendment Effective Date; andprincipal obligations of such Subsidiary, when aggregated with the principal obligations of the Company and all other Subsidiaries of the Company in respect of all other Reacquisition Sale and Leaseback Transactions entered into after the date hereof, do not exceed $300,000,000 (or its equivalent in another currency or currencies;
(viii) Debt of Subsidiaries owed under the Revolving Credit Agreement in addition to that permitted above, so long as the an aggregate outstanding principal amount thereof at any time outstanding not to exceed $2,000,000,000;
(but as measured only on the date of each new incurrence ix) Guarantees by any Subsidiary of Debt under otherwise permitted pursuant to this clause Section 5.02(e);
(viii)x) at no time exceeds $500,000,000. For purposes Debt of determining compliance with this clause (e), in the event that an item of proposed Debt meets the criteria of more than one Subsidiaries of the categoriesCompany that are Subsidiary Guarantors; and
(xi) Following the Icon Debt Assumption, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause of this clause (e), API shall be permitted to classify such item guarantees by Neptune of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (e). Any amount specified in this Agreement or any of the other Credit Documents to be Company in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the an aggregate principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange ratesexceed $250,000,000.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.
Appears in 1 contract
Samples: Term Loan Credit Agreement (International Flavors & Fragrances Inc)
Subsidiary Debt. The Borrower will not permit Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owing owed to API the Company or any other Subsidiary;to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,
(ii) Debt incurred to finance the Acquisition or existing Debt outstanding on on, or available under lines of credit existing on, the Effective Date, Restatement Date and listed described on Schedule 7.02(e5.02(c) to the Disclosure Letter (the “Existing Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing refinancing or refinancingmodifying, in whole or in part, the Existing Debt, provided that the principal amount of, or amount available under lines of credit constituting, such Existing Debt shall not be increased above the principal amount thereof outstanding and any unused commitments in respect thereof or amount available immediately prior to such extension, refunding or refinancing plus customary fees, expenses and premiums incurred in connection with such extension, refunding, refinancing or modification,
(iii) Debt secured by Liens permitted by Section 5.02(a)(ii) (and any Refinancing Debt in respect thereof),
(iv) Debt, if any, arising in connection with Securitization Programs, in an aggregate principal amount not to exceed, when taken together with Securitization Programs existing on the Closing Date, the Dollar Equivalent of the greater of $1,500,000,000 at any time outstanding (for purposes of this clause (iv), the “principal amount” of a Securitization Program shall mean the Invested Amount) and, to the extent secured, secured by Liens permitted pursuant to Section 5.02(a)(v),
(v) obligations of any Subsidiary of the Company under any Hedge Agreements entered into in the ordinary course of business to protect the Company and its Subsidiaries against fluctuations in interest rates, currencies or price commodities,
(vi) obligations in respect of acceptances, trade letters of credit, undrawn standby letters of credit, bank guarantees, surety bonds or similar extensions of credit,
(vii) obligations arising in connection with the administration and operation of cash management services for the Company and any of its Subsidiaries, including cash pooling arrangements and overdraft facilities,
(viii) Debt of a Person at the time such Person is merged into or consolidated with any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Debt was not created in contemplation of such merger, consolidation or acquisition, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, such Debt, provided, further, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal refunding or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or plus customary fees, expenses and premiums incurred in connection with such extension, replacement, refunding, renewal refunding or refinancing;,
(iiiix) guarantees by Debt not for borrowed money, if any, arising in connection with the sales of accounts receivable and related assets, including pursuant to factoring programs, whether or not the Company or any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e);its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basis,
(ivx) Synthetic Lease Obligations to finance the acquisition, construction, development or improvement by such Person of real property, fixtures, inventory or equipment or other tangible assets, provided, that, in each case (1) such Debt arising under cash management agreements or from customary cash management services, netting arrangements, automated clearing house transfersis incurred by such Person at the time of, or not later than 120 days after, the honoring acquisition, construction, development or improvement by a bank such Person of the property so financed and (2) such Debt does not exceed the purchase price of the property (or other financial institution the cost of a checkconstructing, draft developing or improving the same) so financed; provided, that the net present value of the aggregate rental obligations under of leases, contracts and Synthetic Leases entered into after the Closing Date (discounted at the implied interest rate of such lease, contract or Synthetic Lease) does not exceed an amount equal to 10% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries,
(xi) endorsement of negotiable instruments for deposit or collection or similar instrument drawn against insufficient funds transactions in the ordinary course of business,
(xii) other Debt (and any Refinancing Debt in respect thereof) that, in aggregate with (but without duplication of) all Debt secured by Liens permitted by Section 5.02(a)(xiv), at any time outstanding does not exceed the Dollar Equivalent of the greater of $1,000,000,000 and 12.5% of Consolidated Tangible Assets of the Borrower and its Subsidiaries); provided that the Company may, in its sole discretion, reclassify any Debt (or any portion thereof) in respect of any Securitization Program incurred under this clause to have been incurred or issued pursuant to Section 5.02(c)(iv);
(xiii) any Debt of any Subsidiary so long as such Debt Subsidiary (A) (x) is extinguished within ten a U.S. Person or (10y) Domestic Business Days of its incurrence;
(v) Debt representing deferred compensation such Subsidiary is organized or similar obligations incorporated in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to employees of incurred in the ordinary course of business;
(vi) Debt in respect of (i) performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default Agent can be provided and (iiB) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims;
(vii) Debt of ACC so long as its primary activities are of the same general types as those conducted by ACC on the First Amendment Effective Date; and
(viii) Debt in addition to that permitted above, so long as the aggregate outstanding principal amount thereof (but as measured only on the date of each new incurrence of Debt under this clause (viii)) at no time exceeds $500,000,000. For purposes of determining compliance with this clause (e), in the event that an item of proposed Debt meets the criteria of more than one of the categoriesfull force and effect, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause of such Subsidiary shall have joined this clause (e), API Agreement as a guarantor and its obligations in such capacity shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (efull force and effect). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.,
Appears in 1 contract
Samples: Credit Agreement (Td Synnex Corp)
Subsidiary Debt. The Borrower will Company shall not permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owing owed to API the Company or any other Subsidiaryto a wholly-owned Subsidiary of the Company;
(ii) existing Debt outstanding on (not falling within the Effective Date, and listed on Schedule 7.02(eother paragraphs of this Section 5.02(e)) aggregating for all of the Company’s Subsidiaries not more than $1,750,000,000 (the “Existing Debt”), and or its equivalent in another currency or currencies) at any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancingone time outstanding;
(iii) guarantees by any Subsidiary in respect endorsement of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e);
(iv) Debt arising under cash management agreements negotiable instruments for deposit or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft collection or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Debt is extinguished within ten (10) Domestic Business Days of its incurrence;
(v) Debt representing deferred compensation or similar obligations to employees of incurred transactions in the ordinary course of business;
(iv) Debt owed pursuant to the Loan Documents;
(v) Debt which is effectively subordinated to the payment obligations of the Company to the Lenders hereunder to the reasonable satisfaction of the Agent;
(vi) Debt in respect under any Hedge Agreements entered into with any Lender or any Affiliate of any Lender for the purpose of hedging risks associated with the Company and its Subsidiaries’ operations (iincluding, without limitation, interest rate and foreign exchange and commodities price risks) performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection consistent with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do past practice and not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claimsfor speculative purposes;
(vii) Debt arising as a result of ACC so long as its primary activities are a Subsidiary of the same general types as those conducted by ACC on Company entering into a Reacquisition Sale and Leaseback Transaction; provided that the First Amendment Effective Date; andprincipal obligations of such Subsidiary, when aggregated with the principal obligations of the Company and its Subsidiaries in respect of all other Reacquisition Sale and Leaseback Transactions entered into after the date hereof, do not exceed $300,000,000 (or its equivalent in another currency or currencies;
(viii) Debt of Subsidiaries owed under the Revolving Credit Agreement in addition to that permitted above, so long as the an aggregate outstanding principal amount thereof at any time outstanding not to exceed $2,500,000,000;
(but as measured only on the date of each new incurrence ix) Guarantees by any Subsidiary of Debt under otherwise permitted pursuant to this clause Section 5.02(e);
(viii)x) at no time exceeds $500,000,000. For purposes Debt of determining compliance with this clause (e), in the event that an item of proposed Debt meets the criteria of more than one Subsidiaries of the categoriesCompany that are Subsidiary Guarantors; and
(xi) Following the Icon Debt Assumption, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause of this clause (e), API shall be permitted to classify such item guarantees by Neptune of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (e). Any amount specified in this Agreement or any of the other Credit Documents to be Company in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the an aggregate principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange ratesexceed $250,000,000.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.
Appears in 1 contract
Samples: Credit Agreement (International Flavors & Fragrances Inc)
Subsidiary Debt. The Borrower will not permit Permit any of its Wholly-Owned Subsidiaries that are not Guarantors to create or suffer to existexist any Debt, any Debt other than:
(i) Debt owing to API or any other Subsidiaryin connection with Qualified Receivables Transactions and Third-Party Vendor Financing Programs;
(ii) Debt existing Debt outstanding on the Effective Date, and listed on Schedule 7.02(e) (the “Existing Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing;
(iii) guarantees by Debt owed to the Company or to any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e)the Company;
(iv) Debt (including, without limitation, capital leases) incurred solely for the purpose of financing the acquisition, construction or improvement of any real property, business, equipment or fixed or capital asset acquired or held by the Company or any Subsidiary, in each case incurred within 180 days of any such acquisition, construction or improvement;
(v) Debt secured by Liens permitted under Section 5.02(a)(v) and Debt existing at the time any Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company;
(vi) Debt incurred by Foreign Subsidiaries for working capital purposes or otherwise in the ordinary course of business (but excluding, in any event, any public capital markets Debt);
(vii) Debt in respect of acceptances, letters of credit or similar extensions of credit that (A) do not support obligations for borrowed money prohibited hereby and (B) are not drawn upon (or, if drawn upon, are reimbursed within five Business Days following payment thereof);
(viii) other Debt which, together with Debt secured by Liens permitted under Section 5.02(a)(vi) above, does not exceed (without duplication) at the time such Debt is incurred an aggregate principal amount of $750,000,000 outstanding, of which not more than $350,000,000 outstanding may be incurred by Wholly-Owned Subsidiaries that are Domestic Subsidiaries;
(ix) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(x) Debt arising under cash management agreements or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, so long as provided that such Debt is extinguished within ten (10) Domestic five Business Days of its incurrence;
(vxi) Debt representing deferred compensation under direct or similar indirect guarantees in respect of, or obligations (contingent or otherwise) to employees purchase or acquire, or otherwise to assure a creditor against loss in respect of, Debt of incurred in another Wholly-Owned Subsidiary of the ordinary course of businessCompany not prohibited by this Section 5.02(c);
(vixii) Debt extending the maturity of, or refunding or refinancing, in respect of whole or in part, the Debt existing or permitted to be incurred under clauses (iii), (iv) performance bondsand (v) above or Debt incurred by a Finance SPE, surety bondsprovided that such extension, appeal bonds renewal, refinancing or customs bonds required replacement shall have occurred without (A) increase in the ordinary course of business or amount thereof other than to finance fees and expenses incurred in connection with such extension, renewal, refinancing or replacement, or (B) unless the enforcement of rights Debt extending, renewing, refinancing or claims of replacing secured Debt is unsecured, any Subsidiary change in any direct or in connection with judgments that do not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims;
(vii) Debt of ACC so long as its primary activities are of the same general types as those conducted by ACC on the First Amendment Effective Datecontingent obligor thereunder; and
(viiixiii) Debt in addition to that permitted above, so long as the aggregate outstanding principal amount thereof (but as measured only on the date of each new incurrence of Debt under this clause (viii)) at no time exceeds $500,000,000. For purposes of determining compliance with this clause (e), in Agreement and the event that an item of proposed Debt meets the criteria of more than one of the categories, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause of this clause (e), API shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (e). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange ratesNotes.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.
Appears in 1 contract
Samples: Credit Agreement (Xerox Corp)
Subsidiary Debt. The Borrower Parent will not permit any of its Subsidiaries Material Subsidiary (other than the Company) to create create, incur, assume or suffer to exist, exist any Debt other thanexcept:
(a) Debt arising under Securitization Transactions in an aggregate amount outstanding not exceeding $250,000,000 at any time;
(b) Debt existing on the Effective Date and identified on Schedule 6.05 and any refinancing, extension or renewal thereof or of any Debt under this clause (b), in each case, to the extent the principal amount thereof is not increased (including extensions, renewals or replacements of guarantees in respect of such Debt as so refinanced, extended or renewed);
(i) Debt owing of a Subsidiary owed to API the Parent or any another Subsidiary; and (ii) Guarantees by a Subsidiary of Debt of the Parent or another Subsidiary to the extent this Agreement does not prohibit the Parent’s or such other Subsidiary’s incurrence of such Debt;
(iid) existing Debt outstanding on the Effective Date, and listed on Schedule 7.02(e) (the “Existing Debt”), and incurred as an account party in respect of any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided that the principal amount trade letter of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancingcredit;
(iiie) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e);
(iv) Debt arising under cash management agreements or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Debt is extinguished within ten (10) Domestic Business Days of its incurrence;
(v) Debt representing deferred compensation or similar obligations owed to employees of incurred in the ordinary course of business;
(vif) Debt to the extent constituting Debt, obligations with respect to deferred compensation, retiree healthcare medical benefits or other similar employment arrangements incurred in connection with acquisitions or dispositions permitted under this Agreement;
(g) to the extent constituting Debt, obligations incurred in respect of (i) performance bondscash management services, surety bondsnetting services, appeal bonds or customs bonds required overdraft protection and similar arrangements and hedging transactions with a term not exceeding two years, in the ordinary course of business or in connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created each case in the ordinary course of business, including ;
(h) Debt constituting reimbursement obligations with respect to letters of credit issued in respect of workers workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations relating to regarding workers workers’ compensation claimsclaims incurred in the ordinary course of business;
(viii) obligations in respect of performance and surety, stay, customs, appeal and performance bonds, performance and completion guarantees and similar instruments or obligations in respect of letters of credit in respect thereof, in each case in the ordinary course of business;
(j) Debt that has maturities and other terms, and is subordinated to the Obligations in a manner, satisfactory to the Required Lenders;
(k) Debt arising under capital leases in an aggregate principal amount not to exceed $50,000,000 outstanding at any time;
(l) Debt of ACC so long as its primary activities are of Affiliate Borrowers arising under the same general types as those conducted by ACC on the First Amendment Effective DateLoan Documents; and
(viiim) other Debt in addition to that permitted above, so long as the an aggregate outstanding principal amount thereof not to exceed the greater of (but i) $325,000,000 and (ii) 7% of the Parent’s Consolidated Total Assets as measured only shown on the date then most recent consolidated financial statements of each new incurrence of Debt under this clause the Parent delivered to the Administrative Agent pursuant to Section 5.01 (viii)) at no time exceeds $500,000,000. For purposes of determining compliance with this clause (eor, prior to such initial delivery pursuant to Section 5.01, Section 3.04), in the event that an item of proposed Debt meets the criteria of more than one of the categories, or is entitled to be incurred or outstanding pursuant to more than one clause or sub-clause of this clause (e), API shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in at any manner that complies with this clause (e). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange ratestime.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.
Appears in 1 contract
Subsidiary Debt. The Borrower will not permit Permit any of its Wholly-Owned Subsidiaries that are not Guarantors to create or suffer to existexist any Debt, any Debt other than:
(i) Debt owing to API or any other Subsidiaryin connection with Qualified Receivables Transactions and Third-Party Vendor Financing Programs;
(ii) Debt existing Debt outstanding on the Effective Date, and listed on Schedule 7.02(e) (the “Existing Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing;
(iii) guarantees by Debt owed to the Company or to any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e)the Company;
(iv) Debt (including, without limitation, capital leases) incurred solely for the purpose of financing the acquisition, construction or improvement of any real property, business, equipment or fixed or capital asset acquired or held by the Company or any Subsidiary, in each case incurred within 180 days of any such acquisition, construction or improvement;
(v) Debt secured by Liens permitted under Section 5.02(a)(v) and Debt existing at the time any Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company;
(vi) Debt incurred by Foreign Subsidiaries for working capital purposes or otherwise in the ordinary course of business (but excluding, in any event, any public capital markets Debt);
(vii) Debt in respect of acceptances, letters of credit or similar extensions of credit that (A) do not support obligations for borrowed money prohibited hereby and (B) are not drawn upon (or, if drawn upon, are reimbursed within five Business Days following payment thereof);
(viii) other Debt which, together with Debt secured by Liens permitted under Section 5.02(a)(vi) above, does not exceed (without duplication) at the time such Debt is incurred an aggregate principal amount of $750,000,000 outstanding;
(ix) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(x) Debt arising under cash management agreements or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, so long as provided that such Debt is extinguished within ten (10) Domestic five Business Days of its incurrence;
(vxi) Debt representing deferred compensation under direct or similar indirect guarantees in respect of, or obligations (contingent or otherwise) to employees purchase or acquire, or otherwise to assure a creditor against loss in respect of, Debt of incurred in another Wholly-Owned Subsidiary of the ordinary course of businessCompany not prohibited by this Section 5.02(c);
(vixii) Debt extending the maturity of, or refunding or refinancing, in respect of whole or in part, the Debt existing or permitted to be incurred under clauses (iii), (iv) performance bondsand (v) above or Debt incurred by a Finance SPE, surety bondsprovided that such extension, appeal bonds renewal, refinancing or customs bonds required replacement shall have occurred without (A) increase in the ordinary course of business or amount thereof other than to finance fees and expenses incurred in connection with such extension, renewal, refinancing or replacement, or (B) unless the enforcement of rights Debt extending, renewing, refinancing or claims of replacing secured Debt is unsecured, any Subsidiary change in any direct or in connection with judgments that do not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claimscontingent obligor thereunder;
(viixiii) Debt of ACC so long as its primary activities are of under this Agreement and the same general types as those conducted by ACC on the First Amendment Effective DateNotes; and
(viiixiv) Debt in addition to that permitted above, so long as the aggregate outstanding principal amount thereof (but as measured only on the date of each new incurrence of Debt under this clause (viii)) at no time exceeds $500,000,000. For purposes of determining compliance with this clause (e), in the event that an item of proposed Debt meets the criteria of more than one of the categories, or is entitled type permitted to be incurred secured under Section 5.02(a)(ix) (whether or outstanding pursuant to more than one clause or sub-clause of this clause (enot secured by Liens), API shall be permitted to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this clause (e). Any amount specified in this Agreement or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in good faith by the Borrower based on the most recent available exchange rates published in the Wall Street Journal or other similar publication at the close of business on the Domestic Business Day immediately preceding any date of determination thereof; provided that to the extent that the principal amount of Debt measured against any basket, covenant, limitation or other test equals not more than 110% of such basket, covenant, limitation or other test solely as a result of fluctuations in applicable currency exchange rates, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.”.
(l) A new Schedule 7.02(e) is added therein, which shall read as attached hereto as Annex A.
Appears in 1 contract
Samples: Credit Agreement (Xerox Corp)
