(A) 50% of cumulative Consolidated Net Income of the Company or, if cumulative Consolidated Net Income of the Company is a loss, minus 100% of the loss accrued during the period, treated as one accounting period, beginning on the first day of the first full fiscal quarter in which the Issue Date occurs to the end of the most recent fiscal quarter for which consolidated financial information of the Company is available;
(B) 100% of the aggregate Net Cash Proceeds, and the Fair Market Value of any property, received by the Company from any Person from any:
(3) the aggregate amount of the proposed Restricted Payment and all other Restricted Payments made subsequent to the Issue Date up to the date thereof, shall exceed the sum of:
“Net Debt to EBITDA Ratio” means, on any date of determination, the ratio of (i) Net Debt for the Calculation Period to (ii) EBITDA for the Calculation Period.
(i) the Net Debt to EBITDA Ratio as set forth in an Officer’s Certificate would be no more than (a) prior to the first anniversary of the Loan Repayment Event, 4.50:1.00 or (b) on and following the first anniversary of the Loan Repayment Event, 4.00:1.00; and
(i) the Net Debt to EBITDA Ratio as set forth in an Officer’s Certificate would be no more than (a) prior to the first anniversary of the Loan Repayment Event, 4.50:1.00 or (b) on and following the first anniversary of the Loan Repayment Event, 4.00:1.00; and
INDENTURE, dated as of December 2, 2019, by and between Braskem Idesa, S.A.P.I. (the “Company”), a sociedad anónima promotora de inversión organized and existing under the laws of the United Mexican States (“Mexico”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”), registrar, paying agent and transfer agent.
Each party hereto agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company’s 7.450% Senior Secured Notes due 2029, issued hereunder.
(i) Indebtedness pursuant to a Working Capital Facility Incurred in the ordinary course of business, Incurred on or after the occurrence of the Loan Repayment Event in an aggregate principal amount at any time outstanding not to exceed the greater of U.S.$150 million (or the equivalent in other currencies) and 3.50% of Consolidated Tangible Assets;
(xiii) Capitalized Lease Obligations in an aggregate principal amount not to exceed the greater of U.S.$220 million (or the equivalent in other currencies) and 5.00% of Consolidated Tangible Assets at any time outstanding;
(xiv) Indebtedness Incurred to finance the Fast-Track Solution, the Ethane Import Terminal or the Potential Cracker Expansion in an amount not to exceed U.S.$175 million at any time;
(xv) guarantees of BI Servicios in connection with its foreign employees’ housing in an amount not to exceed U.S.$5 million outstanding at any time;
(xvi) Indebtedness of the Company or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount not to exceed 3% of Consolidated Tangible Assets at any time outstanding.
(ii) Indebtedness Incurred to finance, refinance or refund the purchase price or cost (including the cost of construction, development or improvement) of property or assets acquired by the Company or any Restricted Subsidiary (individually or together with other Persons) after the date hereof (by purchase, construction or otherwise), or Indebtedness Incurred to finance, refinance or refund, any such purchase price or cost in an aggregate principal amount at any time outstanding not to exceed U.S.$10 million (or the equivalent in other currencies);
Permitted Liens (xvi) ·
p. 30(xvi) Liens securing Indebtedness in an aggregate principal amount not to exceed the greater of U.S.$130 million (or the equivalent in other currencies) and 3.00% of Consolidated Tangible Assets at any one time outstanding; and
(5) if no default or event of default shall have occurred and be continuing, repurchases by the Company of Capital Stock of the Company or options, warrants or other securities exercisable or convertible into common stock of the Company from current or former employees or directors of the Company or any of its Subsidiaries or their authorized representatives upon the death, disability, severance or termination of employment or directorship of the employees or directors, in an amount not to exceed U.S.$5 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years, but not to exceed U.S.$10 million in the aggregate in any calendar year);
(9) if no Event of Default shall have occurred and be continuing, other Restricted Payments in an amount not to exceed U.S.$40 million in any fiscal year.