Settlement Report. a report delivered by Agent to Lenders summarizing the amount of the outstanding Revolver Loans as of the Settlement Date and the calculation of the Borrowing Base as of such Settlement Date. Solvent - as to any Person, such Person (i) owns Property whose fair saleable value is greater than the amount required to pay all of such Person’s Debts (including contingent Debts), (ii) is able to pay all of its Debts as such Debts mature, (iii) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; and (iv) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code. Statutory Reserves - on any date, the percentage (expressed as a decimal) established by the Board of Governors which is the then stated maximum rate for all reserves (including any emergency, supplemental or other marginal reserve requirements) applicable to any member bank of the Federal Reserve System in respect to Eurocurrency Liabilities (or any successor category of liabilities under Regulation D). Such reserve percentage shall include those imposed pursuant to Regulation D. The Statutory Reserve shall be adjusted automatically on and as of the effective date of any change in such percentage. Subordinated Debt - Debt of any or all Borrowers that is fully and absolutely subordinated in right of payment to the Obligations in a manner satisfactory to Agent. Subsidiary - any Person in which more than 20% of its outstanding Voting Stock or more than 20% of all Equity Interests is owned directly or indirectly by a Borrower, by one or more other Subsidiaries of a Borrower or by a Borrower and one or more other Subsidiaries. SunTrust - SunTrust Bank, formerly known as SunTrust Bank, Atlanta. SunTrust Documents - the SunTrust Lease Documents, the SunTrust LC Agreement and the SunTrust Swap Documents. SunTrust LC Agreement - the Amended and Restated Replacement Credit Agreement dated May 15, 2002, among SunTrust and Borrowers. SunTrust Lease - the Master Agreement dated as of August 27, 1999, among Borrowers, AFG, the “Lenders” thereunder and SunTrust, as agent for the “Lenders” thereunder, as amended by the First Modification to Synthetic Lease Financing Operative Documents dated as of October 11, 2000, and the Omnibus Amendment dated as of May 15, 2002. SunTrust Lease Adjustment - any required adjustment to Borrowers’ Consolidated financial statements in connection with or as a result of the conversion of the SunTrust Lease from a synthetic lease to a capital lease.
Appears in 1 contract
Settlement Report. a report delivered by Agent to Lenders summarizing the amount of the outstanding Revolver Loans as of the Settlement Date and the calculation of the Borrowing Base as of such Settlement Date. Solvent - as to any Person, such Person (i) owns Property whose fair saleable value is greater than the amount required to pay all of such Person’s Debts (including contingent Debts), (ii) is able to pay all of its Debts as such Debts mature, (iii) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; and (iv) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code; in each case specifically excluding any inter-company accounts. Statutory Reserves - on any date, the percentage (expressed as a decimal) established by the Board of Governors which is the then stated maximum rate for all reserves (including any emergency, supplemental or other marginal reserve requirements) applicable to any member bank of the Federal Reserve System in respect to Eurocurrency Liabilities (or any successor category of liabilities under Regulation D). Such reserve percentage shall include those imposed pursuant to Regulation D. The Statutory Reserve shall be adjusted automatically on and as of the effective date of any change in such percentage. Subordinated Debt - Debt of any or all Borrowers that is fully and absolutely subordinated in right of payment to the Obligations in a manner satisfactory to Agent. Subsidiary - any Person in which more than 2050% of its outstanding Voting Stock or more than 2050% of all Equity Interests is owned directly or indirectly by a Borrower, by one or more other Subsidiaries of a Borrower or by a Borrower and one or more other Subsidiaries. SunTrust - SunTrust BankSure Tec – Sure Tec Insurance Company, formerly known as SunTrust Bankor any of its Affiliates or Subsidiaries. Sure Tec Letter – that certain letter agreement, Atlanta. SunTrust Documents - the SunTrust Lease Documents, the SunTrust LC Agreement and the SunTrust Swap Documents. SunTrust LC Agreement - the Amended and Restated Replacement Credit Agreement dated May 15, 2002, among SunTrust and Borrowers. SunTrust Lease - the Master Agreement dated as of August 27, 1999, among Borrowers, AFG, the “Lenders” thereunder and SunTrust, as agent for the “Lenders” thereunder, as amended by the First Modification to Synthetic Lease Financing Operative Documents dated as of October 1114, 20002005, between Parent and Agent, as amended or supplemented from time to time. Surety – any Person who issues a Surety Bond. Surety Bond – any surety bond, insurance policy, indemnity agreement, guaranty, letter of credit or other instrument provided by a third party (that is, excluding an Affiliate of the obligor) to an obligee to assure the payment by and/or performance of an obligor. Surety Collateral - (a) all of the right, title and interest of the Borrowers in and to all existing and future Bonded Contracts and associated contract rights; (b) Bonded Accounts; (c) all claims, rights and choses in action against any account debtor on any Surety Bond or against any other Person with respect to any Bond or Bonded Contract; (d) to the extent assignable (other than to the extent that any such prohibition and assignment term would be rendered ineffective pursuant to applicable law) all rights and actions that any Borrower may have or acquire in any subcontract, purchase order or other agreement in connection with any Bonded Contract, and the Omnibus Amendment dated as of May 15against any subcontract, 2002. SunTrust Lease Adjustment - purchase order or other agreement with any required adjustment Person furnishing or agreeing to Borrowers’ Consolidated financial statements furnish or supply vehicles, labor, supplies, machinery or other inventory or equipment in connection with or on account of any Bonded Contract, and against any surety or sureties of any such subcontractor, laborer or other Person; (e) Bonded Equipment; (f) Bonded Inventory; (g) any and all books, accounts, computer software and other computer-stored information, and any and all drawings, plans, specifications, shop and as-built drawings, in each case, used in or necessary to fully perform all obligations and services required of any Borrower under the Bonded Contracts; (h) all progress schedules, work in process schedules (including, but not limited to, estimates of completion costs), accounts receivable ledgers, accounts payable ledgers and estimates of completion costs relating to any and all Bonded Contracts, and (i) any and all proceeds (other than such proceeds which are negotiable instruments or cash or Cash Equivalents in the possession or control of Agent) remaining due to Borrowers and products arising with respect thereto. Taxes - any present or future taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever nature, including income, receipts, excise, property, sales, use, transfer, license, payroll, withholding, social security and franchise taxes now or hereafter imposed or levied by the United States or any other Governmental Authority and all interest, penalties, additions to tax and similar liabilities with respect thereto, but excluding, in the case of each Lender, taxes imposed on or measured by the net income or overall gross receipts of such Lender. Transferee - as a result defined in Section 13.3.3 of the conversion Agreement. Type - any type of a Loan determined with respect to the interest option applicable thereto, which shall be either a LIBOR Loan or a Base Rate Loan. UCC - the Uniform Commercial Code (or any successor statute) as adopted and in force in the State of Texas or, when the laws of any other state govern the method or manner of the SunTrust Lease from perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code (or any successor statute) of such state. Unused Letter of Credit Subfacility – an amount equal to the Letter of Credit Subfacility minus the sum of (i) the aggregate amount of all outstanding Letters of Credit plus, without duplication, (ii) the aggregate unpaid reimbursement obligations with respect to all Letters of Credit. Upstream Payment - a synthetic lease payment or distribution of cash or other Property by a Subsidiary to a capital leaseBorrower, whether in repayment of Debt owed by such Subsidiary to such Borrower, to pay dividends on account of such Borrower’s ownership of Equity Interests or otherwise. Value - with reference to the value of Eligible Inventory, value determined on the basis of the lower of cost or market of such Eligible Inventory, with the cost thereof calculated on a first-in, first-out basis, determined in accordance with GAAP. Voting Power - with respect to any Person, the power ordinarily (without the occurrence of a contingency) to elect the members of the board of directors (or Persons performing similar functions) of such Person. Voting Stock - Equity Interests of any class or classes of a corporation or other entity the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors or Persons performing similar functions.
Appears in 1 contract
Sources: Loan and Security Agreement (Integrated Electrical Services Inc)
Settlement Report. a report delivered by Agent to Lenders summarizing the amount of the outstanding Revolver Loans as of the Settlement Date and the calculation of the Borrowing Base as of such Settlement Date. Software - shall have the meaning given to "software" in the UCC. Solvent - as to any Person, such Person (i) owns Property whose fair saleable value is greater than the amount required to pay all of such Person’s 's Debts (including contingent Debts), (ii) is able to pay all of its Debts as such Debts mature, (iii) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; and (iv) is not “"insolvent” " within the meaning of Section 101(32) of the Bankruptcy Code. Statutory Reserves - on any date, the percentage (expressed as a decimal) established by the Board of Governors which is the then stated maximum rate for all reserves (including any emergency, supplemental or other marginal reserve requirements) applicable to any member bank of the Federal Reserve System in respect to Eurocurrency Liabilities (or any successor category of liabilities under Regulation D). Such reserve percentage shall include those imposed pursuant to Regulation D. The Statutory Reserve shall be adjusted automatically on and as of the effective date of any change in such percentage. Subordinated Debt - Debt of any or all Borrowers Borrower that is fully and absolutely subordinated in right of payment to the Obligations in a manner satisfactory to Agent, including, the Convertible Debentures and the Senior Subordinated Notes. Subordinated Debt Documents - collectively and individually, (i) the Subordinated Loan Agreement, (ii) the Senior Subordinated Notes, (iii) the Indenture, (iv) the Convertible Debentures, and (v) any and all other agreements, instruments or documents issued in connection with any of the foregoing or in connection with any other Subordinated Debt. Subordinated Loan Agreement - that certain Loan Agreement dated February 6, 1990, between ▇▇▇▇▇ Yarns, Inc. and the holders of the Senior Subordinated Notes, as amended most recently by that certain Second Amendment to 9.96% Senior Subordinated Note dated as of December 26, 1998. Subsidiary - any Person in which more than 20% of its outstanding Voting Stock or more than 20% of all Equity Interests is owned directly or indirectly by a Borrower, by one or more other Subsidiaries of a Borrower or by a Borrower and one or more other Subsidiaries, including ▇▇▇▇▇ Funding, ▇▇▇▇▇ Funding II, C-Knit, ▇▇▇▇▇ Export, Am-Tex and ▇▇▇▇▇▇▇, but excluding Chroma Systems. Supporting Obligation - shall have the meaning ascribed to the term "supporting obligation" in the UCC. SunTrust - SunTrust Bank, Bank (formerly known as SunTrust Trust Company Bank), Atlanta. SunTrust Documents - the SunTrust Lease Documents, the SunTrust LC Agreement and the SunTrust Swap Documents. SunTrust LC Agreement - the Amended and Restated Replacement Credit Agreement dated May 15, 2002, among SunTrust and Borrowers. SunTrust Lease - the Master Agreement dated as of August 27, 1999, among Borrowers, AFG, the “Lenders” thereunder and SunTrust, as agent for the “Lenders” thereunder, as amended by the First Modification to Synthetic Lease Financing Operative Documents dated as of October 11, 2000, and the Omnibus Amendment dated as of May 15, 2002. SunTrust Lease Adjustment - any required adjustment to Borrowers’ Consolidated financial statements in connection with or as a result of the conversion of the SunTrust Lease from a synthetic lease to a capital leaseGeorgia banking corporation.
Appears in 1 contract
Settlement Report. a report delivered by Agent to Lenders summarizing the amount of the outstanding Revolver Loans as of the Settlement Date and the calculation of the Borrowing Base as of such Settlement Date. Solvent - as to any Person, such Person (i) owns Property whose fair saleable value is greater than the amount required to pay all of such Person’s 's Debts (including contingent Debts), (ii) is able to pay all of its Debts as such Debts mature, (iii) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; and (iv) is not “"insolvent” " within the meaning of Section 101(32) of the Bankruptcy Code; in each case specifically excluding any inter-company accounts. Statutory Reserves - on any date, the percentage (expressed as a decimal) established by the Board of Governors which is the then stated maximum rate for all reserves (including any emergency, supplemental or other marginal reserve requirements) applicable to any member bank of the Federal Reserve System in respect to Eurocurrency Liabilities (or any successor category of liabilities under Regulation D). Such reserve percentage shall include those imposed pursuant to Regulation D. The Statutory Reserve shall be adjusted automatically on and as of the effective date of any change in such percentage. Subordinated Debt - Debt of any or all Borrowers that is fully and absolutely subordinated in right of payment to the Obligations in a manner satisfactory to Agent. Subsidiary - any Person in which more than 2050% of its outstanding Voting Stock or more than 2050% of all Equity Interests is owned directly or indirectly by a Borrower, by one or more other Subsidiaries of a Borrower or by a Borrower and one or more other Subsidiaries. SunTrust Surety Bond -- any surety bond, insurance policy, indemnity agreement, guaranty, letter of credit or other instrument provided by a third party (that is, excluding an Affiliate of the obligor) to an obligee to assure the payment by and/or performance of an obligor. Surety Collateral - SunTrust Bank(a) all of the right, formerly known as SunTrust Banktitle and interest of the Borrowers in and to all existing and future Bonded Contracts and associated contract rights; (b) Bonded Accounts; (c) all claims, Atlanta. SunTrust Documents - rights and choses in action against any account debtor on any Surety Bond or against any other Person with respect to any Bond or Bonded Contract; (d) to the SunTrust Lease Documentsextent assignable (other than to the extent that any such prohibition and assignment term would be rendered ineffective pursuant to applicable law) all rights and actions that any Borrower may have or acquire in any subcontract, the SunTrust LC Agreement and the SunTrust Swap Documents. SunTrust LC Agreement - the Amended and Restated Replacement Credit Agreement dated May 15, 2002, among SunTrust and Borrowers. SunTrust Lease - the Master Agreement dated as of August 27, 1999, among Borrowers, AFG, the “Lenders” thereunder and SunTrust, as agent for the “Lenders” thereunder, as amended by the First Modification to Synthetic Lease Financing Operative Documents dated as of October 11, 2000purchase order or other agreement in connection with any Bonded Contract, and the Omnibus Amendment dated as of May 15against any subcontract, 2002. SunTrust Lease Adjustment - purchase order or other agreement with any required adjustment Person furnishing or agreeing to Borrowers’ Consolidated financial statements furnish or supply vehicles, labor, supplies, machinery or other inventory or equipment in connection with or on account of any Bonded Contract, and against any surety or sureties of any such subcontractor, laborer or other Person; (e) Bonded Equipment; (f) Bonded Inventory; (g) any and all books, accounts, computer software and other computer-stored information, and any and all drawings, plans, specifications, shop and as-built drawings, in each case, used in or necessary to fully perform all obligations and services required of any Borrower under the Bonded Contracts; (h) all progress schedules, work in process schedules (including, but not limited to, estimates of completion costs), accounts receivable ledgers, accounts payable ledgers and estimates of completion costs relating to any and all Bonded Contracts, and (i) any and all proceeds (other than such proceeds which are negotiable instruments or cash or Cash Equivalents in the possession or control of Agent) remaining due to Borrowers and products arising with respect thereto. Syndication Letter -- the syndication letter agreement among Agent and the Credit Parties of even date herewith. Taxes - any present or future taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever nature, including income, receipts, excise, property, sales, use, transfer, license, payroll, withholding, social security and franchise taxes now or hereafter imposed or levied by the United States or any other Governmental Authority and all interest, penalties, additions to tax and similar liabilities with respect thereto, but excluding, in the case of each Lender, taxes imposed on or measured by the net income or overall gross receipts of such Lender. Transferee - as a result defined in Section 13.3.3 of the conversion Agreement. Type - any type of a Loan determined with respect to the interest option applicable thereto, which shall be either a LIBOR Loan or a Base Rate Loan. UCC - the Uniform Commercial Code (or any successor statute) as adopted and in force in the State of Texas or, when the laws of any other state govern the method or manner of the SunTrust Lease from perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code (or any successor statute) of such state. Unused Letter of Credit Subfacility -- an amount equal to $70,000,000 minus the sum of (i) the aggregate amount of all outstanding Letters of Credit plus, without duplication, (ii) the aggregate unpaid reimbursement obligations with respect to all Letters of Credit. Upstream Payment - a synthetic lease payment or distribution of cash or other Property by a Subsidiary to a capital leaseBorrower, whether in repayment of Debt owed by such Subsidiary to such Borrower, to pay dividends on account of such Borrower's ownership of Equity Interests or otherwise. Value - with reference to the value of Eligible Inventory, value determined on the basis of the lower of cost or market of such Eligible Inventory, with the cost thereof calculated on a first-in, first-out basis, determined in accordance with GAAP. Voting Power - with respect to any Person, the power ordinarily (without the occurrence of a contingency) to elect the members of the board of directors (or Persons performing similar functions) of such Person. Voting Stock - Equity Interests of any class or classes of a corporation or other entity the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors or Persons performing similar functions.
Appears in 1 contract
Sources: Loan and Security Agreement (Integrated Electrical Services Inc)