BBY » Topics » 20.3 Negative Pledge

These excerpts taken from the BBY 10-K filed Apr 29, 2009.

20.3                        Negative Pledge

 

(a)                                  Subject to paragraph (c) below, the Company shall not (and shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.

 

(b)                                 Subject to paragraph (c) below, the Company shall not (and shall ensure that no other member of the Group will):

 

(i)            sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any other member of the Group;

 

(ii)           sell, transfer or otherwise dispose of any of its receivables on recourse terms;

 

(iii)          enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

 

(iv)          enter into any other preferential arrangement intended to have and having substantially the same commercial effect,

 

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

 

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(c)                                  Paragraphs (a) and (b) above do not apply to:

 

(i)            any netting or set-off or lien arrangement (including, but not limited to, cash pooling arrangements), entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

 

(ii)           any lien arising by operation of law and in the ordinary course of trading;

 

(iii)          any lien created by a Subsidiary in favour of a bank in the ordinary course of its banking arrangements pursuant to standard banking terms of business;

 

(iv)          any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if:

 

I.              the Security was not created in contemplation of the acquisition of that asset by a member of the Group;

 

II.            the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and

 

III.           the Security is removed or discharged within three Months of the date of acquisition of such asset;

 

(v)                                 any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, if:

 

I.              the Security was not created in contemplation of the acquisition of that company;

 

II.            the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

 

III.           the Security is removed or discharged within three Months of that company becoming a member of the Group;

 

(vi)                              any Security created with the prior written consent of the Lender and the Guarantor;

 

(vii)                           any Security over goods and documents of title to goods arising in the ordinary course of letter of credit transactions entered into in the ordinary course of trading; or

 

(viii)                        any Security securing indebtedness and/or any sale and leaseback involving an asset or assets the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security and/or any sale and leaseback involving an asset or assets other than any permitted under paragraphs (i) to (vii) above) does not exceed £25,000,000 (or its equivalent in another currency or currencies) outstanding at any time.

 

20.3                        Negative Pledge



 



(a)                                  Subject to paragraph (c) below, the Company shall
not (and shall ensure that no other member of the Group will) create or permit
to subsist any Security over any of its assets.



 



(b)                                 Subject to paragraph (c) below, the Company shall
not (and shall ensure that no other member of the Group will):



 



(i)            sell, transfer or otherwise dispose of any of its assets on terms
whereby they are or may be leased to or re-acquired by any other member of the
Group;



 



(ii)           sell, transfer or otherwise dispose of any of its receivables on
recourse terms;



 



(iii)          enter into any arrangement under which money or the benefit of a bank or
other account may be applied, set-off or made subject to a combination of
accounts; or



 



(iv)          enter into any other preferential arrangement intended to have and
having substantially the same commercial effect,



 



in circumstances where the arrangement or
transaction is entered into primarily as a method of raising Financial
Indebtedness or of financing the acquisition of an asset.



 



28
















 



(c)                                  Paragraphs (a) and (b) above do not apply
to:



 



(i)            any netting or set-off or lien arrangement (including, but not limited
to, cash pooling arrangements), entered into by any member of the Group in the
ordinary course of its banking arrangements for the purpose of netting debit
and credit balances;



 



(ii)           any lien arising by operation of law and in the ordinary course of
trading;



 



(iii)          any lien created by a Subsidiary in favour of a bank in the ordinary course
of its banking arrangements pursuant to standard banking terms of business;



 



(iv)          any Security over or affecting any asset acquired by a member of the
Group after the date of this Agreement if:



 



I.              the Security was not created in contemplation of the acquisition of that
asset by a member of the Group;



 



II.            the principal amount secured has not been increased in contemplation of
or since the acquisition of that asset by a member of the Group; and



 



III.           the Security is removed or discharged within three Months of the date of
acquisition of such asset;



 



(v)                                 any Security over or affecting any asset of any
company which becomes a member of the Group after the date of this Agreement,
where the Security is created prior to the date on which that company becomes a
member of the Group, if:



 



I.              the Security was not created in contemplation of the acquisition of that
company;



 



II.            the principal amount secured has not increased in contemplation of or
since the acquisition of that company; and



 



III.           the Security is removed or discharged within three Months of that
company becoming a member of the Group;



 



(vi)                              any Security created with the prior written consent of
the Lender and the Guarantor;



 



(vii)                           any Security over goods and documents of title to
goods arising in the ordinary course of letter of credit transactions entered
into in the ordinary course of trading; or



 



(viii)                        any Security securing indebtedness and/or any sale and
leaseback involving an asset or assets the principal amount of which (when
aggregated with the principal amount of any other indebtedness which has the
benefit of Security and/or any sale and leaseback involving an asset or assets
other than any permitted under paragraphs (i) to (vii) above) does
not exceed £25,000,000 (or its equivalent in another currency or currencies)
outstanding at any time.



 



This excerpt taken from the BBY 8-K filed Jul 3, 2008.

20.3        Negative Pledge

 

(a)                                  Subject to paragraph (c) below, the Company shall not (and shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.

 

(b)           Subject to paragraph (c) below, the Company shall not (and shall ensure that no other member of the Group will):

 

(i)                                     sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any other member of the Group;

 

(ii)                                  sell, transfer or otherwise dispose of any of its receivables on recourse terms;

 

(iii)                               enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

 

(iv)                              enter into any other preferential arrangement intended to have and having substantially the same commercial effect,

 

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

 

 

28



 

(c)           Paragraphs (a) and (b) above do not apply to:

 

(i)                                     any netting or set-off or lien arrangement (including, but not limited to, cash pooling arrangements), entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

 

(ii)                                  any lien arising by operation of law and in the ordinary course of trading;

 

(iii)                               any lien created by a Subsidiary in favour of a bank in the ordinary course of its
banking arrangements pursuant to standard banking terms of business;

 

(iv)                              any Security over or affecting any asset acquired by a member of the Group after the
date of this Agreement if:

 

I.                                         the Security was not created in contemplation of the acquisition of that asset by a member of the Group;

 

II.                                     the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and

 

III.                                 the Security is removed or discharged within three Months of the date of acquisition of such asset;

 

(v)                                 any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, if:

 

I.                                         the Security was not created in contemplation of the acquisition of that company;

 

II.                                     the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

 

III.                                 the Security is removed or discharged within three Months of that company becoming a member of the Group;

 

(vi)                              any Security created with the prior written consent of the Lender and the Guarantor;

 

(vii)                           any Security over goods and documents of title to goods arising in the ordinary course of letter of credit transactions entered into in the ordinary course of trading; or

 

(viii)                        any Security securing indebtedness and/or any sale and leaseback involving an asset or assets the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security and/or any sale and leaseback involving an asset or assets other than any permitted under paragraphs (i) to (vii) above) does not exceed £25,000,000 (or its equivalent in another currency or currencies) outstanding at any time.

 

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