Specified Subsidiaries. Notwithstanding anything to the contrary contained in any Loan Document, any Domestic Subsidiary that would otherwise be a FSHCO absent this Section 7.9(f) and that directly owns Equity Interests in an Australian Subsidiary that is a CFC (each, a “Specified Subsidiary”) shall not be a FSHCO and, therefore, shall be a Loan Party; provided, however, that if adverse tax consequences would result to any Loan Party from the pledge of more than sixty-five percent (65%) of the total outstanding voting Equity Interests of such Australian Subsidiary as reasonably determined by the Borrower with the Administrative Agent in writing, then (i) such Specified Subsidiary shall be deemed to be a FSHCO and shall cease to be a Loan Party, (ii) such Specified Subsidiary shall be required to pledge all Equity Interests of each Foreign Subsidiary that it directly holds, other than any such Equity Interests that are Excluded Assets (including for the avoidance of doubt Equity Interests in excess of sixty-five percent (65%) of the total outstanding voting Equity Interests (and one-hundred percent (100%) of the non-voting Equity Interests) of such Australian Subsidiary), and deliver such documents and certificates to the Administrative Agent and take such other actions as required under Section 7.9(b) within forty-five (45) days from the date of such determination as if Section 7.9(b) applied to such Specified Subsidiary and (iii) one-hundred percent (100%) of the Equity Interests of such Specified Subsidiary shall be an Excluded Asset.
Appears in 2 contracts
Sources: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)