This excerpt taken from the NDAQ 10-Q filed Nov 9, 2007.
Representations and
Warranties:
Substantially similar to and limited to the representations and warranties set forth in the November Credit Facility, with such modifications as
are reasonable and appropriate in light of the Transaction, subject to materiality qualifiers, thresholds and exceptions to be negotiated.
Covenants:
(a)
Affirmative Covenants: Substantially similar and limited to the affirmative covenants set forth in the November Credit Facility, with such modifications as are reasonable and
appropriate in light of the Transaction, and subject to materiality qualifiers, thresholds and exceptions to be negotiated. In addition, there shall be a covenant that the Borrower use commercially reasonable efforts to refinance outstanding third
party debt of Mexico in an amount to be mutually agreed upon (other than any
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working capital facilities and hedging arrangements in amounts to be mutually agreed upon) as soon as practicable after the closing date of the OMX Acquisition.
(b)
Negative Covenants: Substantially similar and limited to the negative covenants set forth in the November Credit Facility, with such modifications as are reasonable and
appropriate in light of the Transaction, subject to materiality qualifiers, thresholds and exceptions to be negotiated, including incurrence-based baskets to be agreed. In addition, the Borrower shall be permitted to obtain a letter of credit or
bank guaranty (and provide liens in connection therewith on assets to be mutually agreed upon) in an aggregate amount sufficient to pay the minority shareholders in accordance with the applicable procedures under Chapter 22 of the Swedish Companies
Act and will use loans under the Term Loan B-1 Facility to promptly repay any draws on such letter of credit or bank guaranty (or to “cash collateralize” its obligations prior to any draw).
(c)
Financial Covenants: Maximum total leverage ratio and interest coverage ratio maintenance covenants to be mutually agreed.
Interest Rate Protection:
Within 180 days after the closing date of the OMX Acquisition, the Borrower shall enter into interest rate swap contracts with terms and
conditions and with a counterparty reasonably satisfactory to the Administrative Agent covering such amount of consolidated funded debt (including convertible debt and other fixed rate debt) for borrowed money such that at least 30% of the aggregate
principal amount of consolidated funded debt for borrowed money of the Borrower and its subsidiaries is subject to interest rate swap contracts providing for effective payment of interest on a fixed rate basis or bears interest at fixed rates for a
period of at least two years from the funding date.
Events of Default:
Usual and customary for a transaction of this type, and limited to the following: (i) nonpayment of principal, interest, fees or other
amounts; (ii) any representation or warranty proving to have been materially incorrect when made or confirmed; (iii) failure to perform or observe covenants set forth in the loan documentation within a specified period of time, where
customary and appropriate, after notice or knowledge of such failure; (iv) cross-defaults and cross-acceleration to other indebtedness in an amount to be agreed; (v) bankruptcy and insolvency defaults (with grace period for involuntary
proceedings); (vi) monetary judgment defaults in an amount to be agreed and material non-monetary judgment defaults; (vii) actual or asserted impairment of loan documentation or security; (viii) Change of Control (to be defined); and
(ix) customary ERISA defaults. There shall be a
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customary “clean-up” period for any default with respect to Mexico and/or any of its subsidiaries in a manner similar to that provided
in the November Credit Agreement. Notwithstanding anything in the Commitment Letter or this Annex I to the contrary, if the OMX Facility is entered into prior to the closing of the PHLX Acquisition, the commitments in respect of the PHLX Facility
under the Credit Facilities may not be terminated by the Administrative Agent or the Lenders as a result of an Event of Default other than under clause (i), (v) (solely as it relates to the Borrower) or (viii).
