Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than: (i) Debt owed to the Company or to a wholly owned Subsidiary of the Company or under this Agreement or the Notes, (ii) Debt incurred to finance the Acquisition or existing on, or available under lines of credit existing on, the Restatement Date and described on Schedule 5.02(c) to the Disclosure Letter (the “Existing Debt”), and any Debt extending the maturity of, or refunding, refinancing 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 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 Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus customary fees, expenses and premiums incurred in connection with such extension, refunding or refinancing, (ix) 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 of its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basis, (x) 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 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 (2) such Debt does not exceed the purchase price of the property (or the cost of constructing, 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 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 Subsidiary (A) (x) is a U.S. Person or (y) such Subsidiary is organized or incorporated in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to the Agent can be provided and (B) shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in full force and effect, or such Subsidiary shall have joined this Agreement as a guarantor and its obligations in such capacity shall be in full force and effect),
Appears in 2 contracts
Sources: Receivables Funding and Administration Agreement (Td Synnex Corp), Credit Agreement (Td Synnex Corp)
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owed to existing on the Company or to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,
(ii) Debt incurred to finance the Acquisition or existing on, or available under lines of credit existing on, the Restatement Effective Date and described on Schedule 5.02(c5.02(d) to the Disclosure Letter hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding, refinancing 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 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 the Existing Debt, provided, further, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus customary feesany capitalized fees incurred in connection therewith, expenses and premiums incurred the direct and contingent obligors therefor shall not be changed (other than to release any contingent obligor), as a result of or in connection with such extension, refunding or refinancing,
(ixii) accrued expenses and trade payables incurred in the ordinary course of business, and obligations under trade letters of credit incurred in the ordinary course of business, which are to be repaid in full not more than one year after the date on which such Debt not for borrowed money, if any, arising is originally incurred to finance the purchase of goods by such Subsidiary,
(iii) obligations under letters of credit or surety bonds incurred in the ordinary course of business in support of obligations incurred in connection with the sales of accounts receivable leases, worker’s compensation, unemployment insurance and related assets, including pursuant to factoring programs, whether or not the Company or any of its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basisother social security legislation,
(xiv) Synthetic Lease Obligations Debt owed to finance the acquisition, construction, development Guarantor or improvement by such Person of real property, fixtures, inventory or equipment or other tangible assets, provided, that, in each case (1) 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 to a wholly owned Subsidiary of the property so financed and Guarantor,
(2v) such Debt does not exceed the purchase price of the property (or the cost of constructing, developing or improving the same) so financed; provided, that the net present value of the aggregate rental obligations Borrower under of leases, contracts this Agreement 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 other Debt of the Borrower and its SubsidiariesOmnicom Finance Limited, a private limited company organized under the laws of England and Wales, under the Borrower’s Second Amended and Restated Credit Agreement dated as of February 14, 2020.
(vi) other Debt of Subsidiaries of the Guarantor which are not organized under the laws of the United States of America, a State of the United States of America or the District of Columbia and substantially all of whose assets and business are located or conducted outside the United States of America,
(xivii) endorsement Debt of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Debt was not created in contemplation of such merger, consolidation or acquisition, provided further that the aggregate principal amount of the Debt referred to in this clause (vii) shall not exceed $50,000,000 at any time outstanding,
(viii) (x) Debt consisting of any guaranty made by any Subsidiary of the Guarantor in respect of Debt of any Loan Party, provided that such Subsidiary shall have entered into a guaranty of the Debt of the Guarantor under this Agreement in form and substance reasonably satisfactory to the Required Lenders and (y) Debt constituting guaranties of the Debt of the Guarantor under this Agreement,
(ix) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business,; and
(xiix) other Debt (and any Refinancing Debt in respect thereofwhether secured or unsecured) that, in aggregate with principal amount at any time outstanding that does not exceed (but A) 15% of Consolidated net worth of the Guarantor and its Subsidiaries as set forth in the Guarantor’s most recent financial statements delivered pursuant to Section 5.01(h)(i) minus (B) without duplication of) all of any Debt incurred in accordance with this clause (x), Debt secured by Liens permitted by Section 5.02(a)(xiv5.02(a)(viii), 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 Subsidiary (A) (x) is a U.S. Person or (y) such Subsidiary is organized or incorporated in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to the Agent can be provided and (B) shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in full force and effect, or such Subsidiary shall have joined this Agreement as a guarantor and its obligations in such capacity shall be in full force and effect),.
Appears in 1 contract
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owed to the Company or to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,
(ii) Debt incurred to finance the Acquisition or existing on, or available under lines of credit existing on, the Restatement Closing Date and described on Schedule 5.02(c) to the Disclosure Letter (the “Existing Debt”), and any Debt extending the maturity of, or refunding, refinancing 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 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 Lien▇ ▇▇▇mitted 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 Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus customary fees, expenses and premiums incurred in connection with such extension, refunding or refinancing,
(ix) 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 of its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basis,
(x) 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 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 (2) such Debt does not exceed the purchase price of the property (or the cost of constructing, 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 hereofClosing 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 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 100 the greater of $1,000,000,000 625,000,000 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 Subsidiary (A) (x) is a U.S. Person or (y) such Subsidiary is organized or incorporated in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to the Agent can be provided and (B) shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in full force and effect, or such Subsidiary shall have joined this Agreement as a guarantor and its obligations in such capacity shall be in full force and effect),
Appears in 1 contract
Sources: Credit Agreement (Td Synnex Corp)
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owed to the Company or to a wholly owned Subsidiary of the Company or under this Agreement or the NotesCompany,
(ii) Debt incurred to finance existing on the Acquisition or existing on, or available under lines of credit existing on, the Restatement Effective Date and described on Schedule 5.02(c) to the Disclosure Letter hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding, refinancing refunding or modifyingrefinancing, 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 feesrefinancing, expenses and premiums incurred the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding, refinancing refunding or modificationrefinancing,
(iii) unsecured Debt secured and Invested Amounts aggregating not more than $250,000,000 at any one time outstanding incurred by Liens permitted by Section 5.02(a)(ii) (and any Refinancing Debt in respect thereof)a special purpose financing Subsidiary of the Company,
(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 other Debt (for purposes of this clause (iv), the “principal amount” of a Securitization Program shall mean the Invested Amountwhether secured or unsecured) and, to the extent secured, such Debt would be permitted to be secured by Liens permitted pursuant to under Section 5.02(a)(v5.02(a)(v)(A),
(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 commoditiesDebt incurred hereunder,
(vi) obligations in respect Debt (“Acquired Debt”) of acceptances, trade letters any Person that becomes a Subsidiary 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 after the date hereof that is existing 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 Company (other than Debt was not created incurred in contemplation of such merger, consolidation or acquisitionPerson becoming a Subsidiary of the Company), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, such Acquired Debt, providedprovided that the terms of any such extending, furtherrefunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by this Agreement and provided further that the principal amount of such Acquired Debt shall not be increased above the principal amount thereof (plus any undrawn lending commitments in respect thereof) outstanding immediately prior to such extension, refunding or refinancing plus customary feesrefinancing, expenses and premiums incurred the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing,, and
(ix) 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 of its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basis,
(x) 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 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 (2) such Debt does not exceed the purchase price of the property (or the cost of constructing, 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,
(xivii) endorsement of negotiable instruments for deposit or collection or similar 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 Subsidiary (A) (x) is a U.S. Person or (y) such Subsidiary is organized or incorporated in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to the Agent can be provided and (B) shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in full force and effect, or such Subsidiary shall have joined this Agreement as a guarantor and its obligations in such capacity shall be in full force and effect),.
Appears in 1 contract
Sources: Five Year Credit Agreement (Cytec Industries Inc/De/)
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owed to the Company or to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,
(ii) Debt incurred to finance the Acquisition or existing on, or available under lines of credit existing on, the Restatement Closing Date and described on Schedule 5.02(c) to the Disclosure Letter (the “Existing Debt”), and any Debt extending the maturity of, or refunding, refinancing 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 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 Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus customary fees, expenses and premiums incurred in connection with such extension, refunding or refinancing,
(ix) 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 of its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basis,
(x) 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 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 (2) such Debt does not exceed the purchase price of the property (or the cost of constructing, 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 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 Subsidiary (A) (x) is a U.S. Person or (y) such Subsidiary is organized or incorporated in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to the Agent can be provided and (B) shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in full force and effect, or such Subsidiary shall have joined this Agreement as a guarantor and its obligations in such capacity shall be in full force and effect),
Appears in 1 contract
Sources: Credit Agreement (Td Synnex Corp)
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owed to the Company or to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,
(ii) Debt incurred to finance the Acquisition or existing on, or available under lines of credit existing on, the Restatement Closing Date and described on Schedule 5.02(c) to the Disclosure Letter (the “Existing Debt”), and any Debt extending the maturity of, or refunding, refinancing 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 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, provided further that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus customary fees, expenses and premiums incurred in connection with such extension, refunding or refinancing,
(ix) 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 of its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basis,
(x) 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 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 (2) such Debt does not exceed the purchase price of the property (or the cost of constructing, 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 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 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 $1,000,000,000 625,000,000 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 Subsidiary (A) (x) is a U.S. Person or (y) such Subsidiary is organized or incorporated in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to the Agent can be provided and (B) shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in full force and effect, or such Subsidiary shall have joined this Agreement as a guarantor and its obligations in such capacity shall be in full force and effect),
Appears in 1 contract
Sources: Credit Agreement (Synnex Corp)
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:: Jabil Credit Agreement 49
(i) Debt owed to the Company or to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,
(ii) Debt incurred to finance the Acquisition or existing on, or available under lines of credit existing on, the Restatement Effective Date and described on Schedule 5.02(c5.02(d) to the Disclosure Letter hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding, refunding or refinancing 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 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 modificationrefinancing,
(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, Programs in an aggregate principal amount not to exceed, when taken together with Securitization Programs existing on the Closing Date, exceed the Dollar Equivalent of the greater of $1,500,000,000 950,000,000 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) 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 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, provided further that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus customary fees, expenses and premiums incurred in connection with such extension, refunding or refinancing,
(ix) Debt not for borrowed moneyDebt, 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 of its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basis,;
(x) (i) Debt under Finance Leases (other than pursuant to sale-leaseback transactions) or Synthetic Lease Obligations 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 (1A) 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 (2B) 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 amendments, modifications, renewals, refundings or replacements) of any such Finance Leases or Synthetic Leases, provided, that that, the net present value principal amount 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 any such lease, contract or Synthetic Lease) refinancing does not exceed an the principal amount equal to 10% of the Consolidated Tangible Assets of Debt being refinanced (except to the Borrower extent necessary to pay fees, expenses, underwriting discounts and its Subsidiaries,prepayment penalties in connection therewith); Jabil Credit Agreement 50
(xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business,; and
(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)(xiv5.02(a)(xv), at any time outstanding does not exceed the Dollar Equivalent of the greater of $1,000,000,000 and 12.510% 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 Subsidiary (A) (x) is a U.S. Person or (y) such Subsidiary is organized or incorporated in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to the Agent can be provided and (B) shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in full force and effect, or such Subsidiary shall have joined this Agreement as a guarantor and its obligations in such capacity shall be in full force and effect)Assets,
Appears in 1 contract
Sources: Credit Agreement (Jabil Inc)
Subsidiary Debt. Permit The Borrower will not permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owed owing to the Company API or to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,any other Subsidiary;
(ii) existing Debt incurred to finance outstanding on the Acquisition or existing onEffective Date, or available under lines of credit existing on, the Restatement Date and described listed on Schedule 5.02(c7.02(e) to the Disclosure Letter (the “Existing Debt”), and any Debt extending the maturity of, or replacing, refunding, refinancing renewing or modifyingrefinancing, 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, refunding replacement, refunding, renewal or refinancing plus customary fees, expenses and premiums incurred (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, refunding replacement, refunding, renewal or refinancing,;
(ixiii) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e);
(iv) Debt not for borrowed moneyarising under cash management agreements or from customary cash management services, if anynetting arrangements, arising in connection with automated clearing house transfers, or the sales of accounts receivable and related assets, including pursuant to factoring programs, whether or not the Company or any of its Subsidiaries remain as servicer, and whether or not on honoring by a recourse, limited-recourse or non-recourse basis,
(x) Synthetic Lease Obligations to finance the acquisition, construction, development or improvement by such Person of real property, fixtures, inventory or equipment bank or other tangible assetsfinancial institution of a check, provided, that, in each case (1) 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 (2) such Debt does not exceed the purchase price of the property (or the cost of constructing, 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 draft or similar transactions instrument drawn against insufficient funds 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 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 (Aii) 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;
(xvii) 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 a U.S. Person or (y) such Subsidiary is organized or incorporated in a jurisdiction in added therein, which a Subsidiary Guarantee reasonably satisfactory to the Agent can be provided and (B) shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in full force and effect, or such Subsidiary shall have joined this Agreement read as a guarantor and its obligations in such capacity shall be in full force and effect),attached hereto as Annex A.
Appears in 1 contract
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owed to the Company or to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,
(ii) Debt incurred to finance the Acquisition or existing onexisting, or available under lines of credit existing oncredit, the Restatement Date and described on Schedule 5.02(c5.02(d) to the Disclosure Letter hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding, refunding or refinancing or modifying, in whole or in part, the Existing DebtDebt (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 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 modificationrefinancing,
(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, Programs in an aggregate principal amount not to exceed, when taken together with Securitization Programs existing on the Closing Date, exceed the Dollar Equivalent of the greater of $1,500,000,000 1, 500,000,000 and 12.5% 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) 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 the ordinary course of business or consistent with past practice 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, provided further that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus customary fees, expenses and premiums incurred in connection with such extension, refunding or refinancing,
(ix) Debt not for borrowed moneyDebt, if any, arising (x) in connection with the sales of accounts receivable and related assets, including pursuant to factoring programs, whether or not the Company or any of its Subsidiaries remain as servicerservicer or (y) in the ordinary course of business or consistent with past practice in connection with inventory financing arrangements, customer financing arrangements, factoring arrangements and whether or not on a recourse, limited-recourse or non-recourse basis,single obligor programs;
(xi) Debt under Finance Leases (other than pursuant to sale-leaseback transactions) or Synthetic Lease Obligations Leases to finance the acquisition, construction, development or improvement by such Person of real property, fixtures, inventory or equipment or other tangible assetsTangible Assets, provided, that, in each case (1A) such Debt is incurred by such Person at the time of, or not later than 120 180 days after, the acquisition, construction, development or improvement by such Person of the property so financed and (2B) 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 amendments, modifications, renewals, refundings or replacements) of any such Finance Leases or Synthetic Leases, provided, that that, the net present value principal amount 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 any such lease, contract or Synthetic Lease) refinancing does not exceed an the principal amount equal to 10% of the Consolidated Tangible Assets 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 Borrower and its Subsidiaries,Debt being refinanced to the principal amount);
(xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business,; and
(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)(xiv5.02(a)(xv), at any time outstanding does not exceed the Dollar Equivalent of the greater of $1,000,000,000 1,500,000,000 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 Subsidiary (A) (x) is a U.S. Person or (y) such Subsidiary is organized or incorporated in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to the Agent can be provided and (B) shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in full force and effect, or such Subsidiary shall have joined this Agreement as a guarantor and its obligations in such capacity shall be in full force and effect)Assets,
Appears in 1 contract
Sources: Credit Agreement (Jabil Inc)
Subsidiary Debt. Permit The Company will not permit any of its Subsidiaries to create or suffer to exist, exist any Debt other than:
(ia) Debt owed to the Company or to a wholly owned any other Subsidiary of the Company or under this Agreement or the Notes,Company;
(iib) Debt existing on the date hereof and disclosed on Schedule 10.9 hereof;
(c) purchase money Debt or Debt with respect to Capital Leases incurred to finance the Acquisition acquisition, repair, construction, improvement or existing on, or available under lines lease of credit existing on, the Restatement Date and described on Schedule 5.02(c) to the Disclosure Letter (the “Existing Debt”), and any Debt extending the maturity of, or refunding, refinancing 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 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, capital assets 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 exceed $1,500,000,000 300,000,000 outstanding 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),one time;
(vd) obligations Debt of any Subsidiary Guarantor (so long as the requirements 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,Section 9.8 shall have been met);
(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 Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus customary fees, expenses and premiums incurred in connection with such extension, refunding or refinancing,
(ix) 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 of its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basis,
(x) 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 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 (2) such Debt does not exceed the purchase price of the property (or the cost of constructing, 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,
(xie) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business,;
(xiif) Debt of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder, provided that such Debt shall not have been incurred in contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the Company;
(g) Debt with respect to Swap Agreements incurred in the ordinary course of business and not for speculative purposes;
(h) Debt under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other Debt (social security legislation) and any Refinancing Debt in respect thereof) thatsimilar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations;
(i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Company or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereunder;
(j) Debt which serves to extend, replace, refund, renew, defease or refinance any Debt incurred under clause (b) or clause (f) of this Section 10.9 that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt); and
(k) additional Debt, provided that the sum (without duplication) of (i) the aggregate with outstanding principal amount of Debt pursuant to this clause (but without duplication ofk) all plus (ii) the aggregate outstanding principal amount of Debt secured by Liens permitted by pursuant to Section 5.02(a)(xiv), 10.3(f) shall not at any time outstanding does not exceed the Dollar Equivalent of the greater of $1,000,000,000 and 12.515% of Consolidated Tangible Assets Net Worth (determined as of the Borrower and its Subsidiaries); provided that end of the then most recently ended fiscal quarter of 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 for which financial statements have been incurred or issued provided pursuant to Section 5.02(c)(iv7.1(a) or Section 7.1(b);
(xiii) any Debt of any Subsidiary so long as such Subsidiary (A) (x) is a U.S. Person or (y) such Subsidiary is organized or incorporated in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory ). Prior to the Agent can be provided and (B) shall have executed and delivered Closing, if the Company fails to comply with any provision of Section 10 before or after giving effect to the Agent issuance of the Notes on a Subsidiary Guarantee (pro forma basis, and if such Subsidiary Guarantee shall be a failure is continuing at the time of the Closing, then any of the Purchasers may elect not to purchase its Notes on the date of Closing that is specified in full force and effect, or such Subsidiary shall have joined this Agreement as a guarantor and its obligations in such capacity shall be in full force and effect),Section 3.
Appears in 1 contract
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:Subsidiaries
(ia) Debt owed to the Company Borrower or to a wholly owned Subsidiary of the Company Borrower or Debt under this Agreement or the Notes,
Receipt; 6.04; (iib) Debt incurred to finance existing on the Acquisition or existing on, or available under lines of credit existing on, the Restatement Effective Date and described on Schedule 5.02(c(c) purchase money Debt or Debt with respect to Capital Leases incurred to finance the Disclosure Letter (the “Existing Debt”)acquisition, and any Debt extending the maturity ofrepair, construction, improvement or refunding, refinancing or modifying, in whole or in part, the Existing Debt, provided that the principal amount of, or amount available under lines lease 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, capital assets 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 exceed $1,500,000,000 300,000,000 outstanding at any time one time; (d) additional Debt, provided that the sum (without duplication) of (i) the aggregate outstanding (for purposes principal amount of Debt incurred pursuant to this clause (iv), d) plus (ii) the “aggregate outstanding principal amount” amount of a Securitization Program shall mean the Invested Amount) and, to the extent secured, Debt secured by Liens permitted and other obligations subject to such Liens incurred pursuant to Section 5.02(a)(v),
(v6.01(e) 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 ratesshall not exceed, 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 of incurrence of such Person is merged into or consolidated with any Subsidiary additional Debt, 15% of Consolidated Net Worth (determined as of the Company or becomes a Subsidiary end 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 Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus customary fees, expenses and premiums incurred in connection with such extension, refunding or refinancing,
(ix) 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 of its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basis,
(x) 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 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 (2) such Debt does not exceed the purchase price of the property (or the cost of constructing, 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 then most recently ended fiscal quarter of the Borrower and its Subsidiaries,
for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)); (xie) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business,
; (xiif) other Debt (and of a Person existing at the time such Person is merged into or consolidated with the Borrower or 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 Subsidiary of the Borrower and its Subsidiaries)or becomes a Subsidiary of the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that the Company may, in its sole discretion, reclassify any such Debt (or any portion thereof) in respect of any Securitization Program incurred under this clause to shall not have been incurred in contemplation of such merger, consolidation or issued acquisition or such Person becoming a Subsidiary of the Borrower; (g) Debt with respect to Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (h) Debt under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereunder; and (j) Debt which serves to extend, replace, refund, renew, defease or refinance any Debt incurred under clause (b) or clause (f) of this Section 5.02(c)(iv6.04 that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt);.”
(xiiil) any Debt Section 6.06 of any Subsidiary so long the Loan Agreement is hereby restated in its entirety as such Subsidiary (A) (x) is a U.S. Person or (y) such Subsidiary is organized or incorporated in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to the Agent can be provided and (B) shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in full force and effect, or such Subsidiary shall have joined this Agreement as a guarantor and its obligations in such capacity shall be in full force and effect),follows: “
Appears in 1 contract
Sources: Loan Agreement
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owed to the Company Borrower or to a wholly owned Subsidiary of the Company or Borrower (it being understood that such Debt includes any Debt incurred (A) in connection with the Purchase and (B) under this Agreement or any contribution agreement entered into by and among the NotesBorrower and the Guarantors in connection with the Purchase, the Bonds and any of the Subsidiary Existing Debt),
(ii) Debt which may be incurred to finance in connection with the Acquisition Subsidiaries' guarantee of the Bonds or existing on, any refunding or available under lines of credit existing on, the Restatement Date and described on Schedule 5.02(c) to the Disclosure Letter (the “Existing Debt”), and any Debt extending the maturity of, or refunding, refinancing or modifyingrefinancing, in whole or in part, of 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,Bonds.
(iii) Debt secured by Liens permitted by Section 5.02(a)(ii) (which may be borrowed and any Refinancing Debt in respect thereof),
(iv) Debt, if any, arising in connection with Securitization Programs, in an aggregate principal amount not outstanding from time to exceed, when taken together with Securitization Programs time under the credit agreements existing or contemplated on the Closing Date, the Dollar Equivalent and as of the greater of $1,500,000,000 at any time outstanding Effective Date and described on Schedule 5.02(d) hereto (for purposes of this clause (ivthe "Subsidiary Existing Debt"), 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 the Subsidiary Existing Debt, provided, further, provided that the principal amount of such Subsidiary Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus customary feesrefinancing, expenses and premiums incurred the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing,
(ixiv) unsecured Debt incurred in the ordinary course of business aggregating for each of the Guarantors 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 more than $75,000,000 at any of its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basisone time outstanding,
(xv) Synthetic Lease Obligations to finance the acquisition, construction, development or improvement by such Person Debt in respect of real property, fixtures, inventory or equipment or other tangible assets, provided, that, in each case (1) 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 (2) such Debt does not exceed the purchase price of the property (or the cost of constructing, developing or improving the same) so financed; provided, that the net present value of the aggregate rental obligations under of operating 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,
(xivi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business,, and
(xiivii) other Debt (and any Refinancing Debt incurred by a Receivables Subsidiary created in respect thereof) that, in aggregate connection 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 Subsidiary (A) (x) is a U.S. Person or (y) such Subsidiary is organized or incorporated in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to the Agent can be provided and (B) shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in full force and effect, or such Subsidiary shall have joined this Agreement as a guarantor and its obligations in such capacity shall be in full force and effect),Permitted Receivables Financing.
Appears in 1 contract
Sources: Revolving Credit Agreement (Telecomunicaciones De Puerto Rico Inc)
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owed to the Company or to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,
(ii) Debt incurred to finance the Acquisition or existing on, or available under lines of credit existing on, the Restatement Effective Date and and, described on Schedule 5.02(c5.02(d) to the Disclosure Letter hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding, refunding or refinancing or modifying, in whole or in part, the Existing DebtDebt (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 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 modificationrefinancing,
(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, Programs in an aggregate principal amount not to exceed, when taken together with Securitization Programs existing on the Closing Date, exceed the Dollar Equivalent of the greater of $1,500,000,000 950,000,000 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) 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 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, provided further that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus customary fees, expenses and premiums incurred in connection with such extension, refunding or refinancing,
(ix) Debt not for borrowed moneyDebt, 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 of its Subsidiaries remain as servicer, and whether or not on a recourse, limited-recourse or non-recourse basis,;
(x) (i) Debt under Finance Leases (other than pursuant to sale-leaseback transactions) or Synthetic Lease Obligations 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 (1A) 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 (2B) 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 amendments, modifications, renewals, refundings or replacements) of any such Finance Leases or Synthetic Leases, provided, that that, the net present value principal amount 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 any such lease, contract or Synthetic Lease) refinancing does not exceed an the principal amount equal to 10% of the Consolidated Tangible Assets 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 Borrower and its Subsidiaries,Debt being refinanced to the principal amount);
(xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business,; and
(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)(xiv5.02(a)(xv), at any time outstanding does not exceed the Dollar Equivalent of the greater of $1,000,000,000 and 12.510% 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 Subsidiary (A) (x) is a U.S. Person or (y) such Subsidiary is organized or incorporated in a jurisdiction in which a Subsidiary Guarantee reasonably satisfactory to the Agent can be provided and (B) shall have executed and delivered to the Agent a Subsidiary Guarantee (and such Subsidiary Guarantee shall be in full force and effect, or such Subsidiary shall have joined this Agreement as a guarantor and its obligations in such capacity shall be in full force and effect)Assets,
Appears in 1 contract
Sources: Credit Agreement (Jabil Inc)