Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary to create, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunder: (a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b); (i) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000; (c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiary; (d) Indebtedness of the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisition; and (e) additional Indebtedness of the Subsidiaries in an aggregate principal amount (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) the aggregate principal amount of Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000.
Appears in 3 contracts
Sources: Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America Inc)
Indebtedness of Subsidiaries. The Borrower Company will not at any time permit any Subsidiary Subsidiary, directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable in respect of or suffer to exist for, any Indebtedness, except to the extent otherwise permitted hereunderIndebtedness other than:
(a) Indebtedness (includingof a Subsidiary outstanding on the Closing Date and listed on Schedule 5.15 and any extension, without limitationrenewal or refunding thereof, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)provided that the principal amount outstanding at the time of such extension, renewal or refunding is not increased;
(ib) Indebtedness of (includinga) any Subsidiary to any Wholly-Owned Subsidiary, without limitation(b) the Company or any Co-Obligor to any Wholly-Owned Subsidiary, Capital Lease Obligations(c) secured by Liens permitted under Section 6.01(cL▇▇▇▇▇▇ Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations 50,000,000 at any time and (iiid) on and after any one or more Co-Obligors to H▇▇▇▇▇ CBI, Limited in the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate outstanding principal amount not exceeding to exceed $60,000,000100,000,000; provided, that if either the Company or any Co-Obligor is the obligor on such Indebtedness, such Indebtedness may only be due either the Company or a Co-Obligor and shall be expressly subordinate to the payment in full in cash of the Credit Obligations on terms reasonably satisfactory to the Administrative Agent;
(c) guaranties by a Subsidiary Guarantor of Indebtedness of any Subsidiary owed to the Borrower or any other SubsidiaryCompany;
(d) Indebtedness under the Credit Agreement outstanding from time to time;
(e) Indebtedness under the Existing Note Purchase Agreement outstanding from time to time;
(f) Indebtedness with respect to the Hedging Arrangements pursuant to which the Company or any Subsidiary has hedged its reasonably estimated interest rate, foreign currency or commodity exposure, and which are non-speculative in nature;
(g) Indebtedness under the LOC Agreements and guaranties thereof by the Subsidiary Guarantors;
(i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Contingent Obligations of the Target Company and its subsidiaries outstanding Subsidiaries identified as such on the Acquisition Date and not Schedule 7.11(h) to this Agreement; (iii) Contingent Obligations (x) incurred in contemplation by any Subsidiary of the AcquisitionCompany to support the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) of any other Subsidiary of the Company in the ordinary course of business, (y) incurred by any Subsidiary of the Company under the Credit Agreement, or (z) with respect to surety, appeal and performance bonds and Performance Letters of Credit obtained by the Company or any Subsidiary in the ordinary course of business; and (iv) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; and
(ei) additional Indebtedness of a Subsidiary not otherwise permitted by the Subsidiaries in an aggregate principal amount preceding clauses (for all Subsidiariesa) at no time exceeding through (g), provided that immediately before and after giving effect to the incurrence thereof and to the application of the proceeds thereof,
(i) $30,000,000 minus no Default or Event of Default exists, and
(ii) the aggregate principal amount of all Indebtedness secured by Liens permitted solely by clause (eincurred pursuant to this Section 7.11(h) of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will does not exceed $1,000,000,00020% of Consolidated Net Worth.
Appears in 3 contracts
Sources: Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V)
Indebtedness of Subsidiaries. The Borrower will shall not permit any Subsidiary to create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)owed to the Borrower or to another Subsidiary;
(ib) Indebtedness obligations under Swap Contracts, provided that such obligations are (includingor were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, without limitationcommitments, Capital Lease Obligations) secured investments, assets, or property held or reasonably anticipated by Liens permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a such Subsidiary, Indebtedness or changes in the value of Bel-Thai in an aggregate principal amount securities issued by such Subsidiary, and not exceeding $60,000,000for purposes of speculation or taking a “market view;”
(c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any Subsidiary owed to time exceed the Borrower or any other Subsidiaryamount permitted by such Section;
(d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Target and its subsidiaries outstanding on the Acquisition Date and Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the AcquisitionBorrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and
(e) additional Indebtedness of Subsidiaries of the Subsidiaries Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) the aggregate principal amount of Indebtedness secured by Liens permitted solely by clause (e15%) of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000Consolidated Net Tangible Assets.
Appears in 3 contracts
Sources: Credit Agreement (ONE Gas, Inc.), Credit Agreement (ONE Gas, Inc.), Credit Agreement (Oneok Inc /New/)
Indebtedness of Subsidiaries. The Borrower will not permit any Restricted Subsidiary to create, incur, assume, become liable in respect of assume or suffer permit to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)the Loan Documents;
(ib) Indebtedness (includingoutstanding on the date hereof and set forth on Schedule 6.03 and renewals, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) in an aggregate extensions and refinancings thereof so long as the principal amount of such Indebtedness is not to exceed $140,000,000, (ii) Indebtedness increased (other than Indebtedness permitted by clause (iamounts incurred to pay the costs of such extension, refinancing, renewal or replacement)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000;
(c) Indebtedness of any Subsidiary owed owing to the Borrower or any other Wholly-Owned Subsidiary;
(d) Indebtedness of the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisitionany Subsidiary Guarantor; and
(e) additional other Indebtedness of any Restricted Subsidiary; provided that, immediately after giving effect to the Subsidiaries in an incurrence of any such Indebtedness pursuant to this clause (e), the sum of (i) the aggregate principal amount of all Indebtedness incurred pursuant to this clause (for all Subsidiariese) and outstanding at no time exceeding (i) $30,000,000 minus such time, plus (ii) the aggregate principal amount of all Indebtedness secured by Liens permitted solely by clause (eunder Section 6.02(x) of Section 6.01 and outstanding at such time; provided that at any date the aggregate amount , shall not exceed 15% of Capital Lease Obligations of all Subsidiaries Consolidated Net Tangible Assets (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations measured as of the Borrower will not exceed $1,000,000,000date of creation, incurrence or assumption thereof based upon the financial statements most recently available prior to such date).
Appears in 3 contracts
Sources: Term Loan Credit Agreement (Southwestern Energy Co), Bridge Term Loan Credit Agreement (Southwestern Energy Co), Term Loan Credit Agreement (Southwestern Energy Co)
Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary (other than the Excluded Subsidiary) to create, incur, assume, become liable in respect of create or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness incurred to finance the acquisition, repair or improvement of any fixed or capital assets, including Capitalized Lease Obligations (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(band any Replacement Indebtedness in respect thereof);
; provided that (i) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) in an aggregate the principal amount of such Indebtedness shall not to exceed $140,000,000the purchase price of such assets or the cost of such repair or improvement, (ii) such Indebtedness (and any Replacement Indebtedness in respect thereof) shall not be secured by any Lien on any assets other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations the assets so acquired, repaired or improved and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount of such Indebtedness and such Replacement Indebtedness, when taken together with the aggregate principal amount of any Indebtedness incurred under clause (j) of this Section 6.01, shall not exceeding exceed $60,000,00015,000,000 at any time outstanding;
(cb) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiary; provided that (i) any such Indebtedness owing by any Loan Party shall be subordinated to the Obligations on terms no less favorable to the Lenders than those set forth in Exhibit G, (ii) any such Indebtedness owing to any Loan Party shall be evidenced by a promissory note, which may be a global note, and shall have been pledged pursuant to the Collateral Agreement and (iii) any such Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be incurred in compliance with Section 6.09(b);
(c) Indebtedness created under the Loan Documents;
(d) Attributable Debt in connection with any Sale-Leaseback Transaction permitted pursuant to Section 6.03;
(e) Indebtedness of a Person existing at the Target time such Person becomes a Subsidiary and its subsidiaries outstanding on the Acquisition Date and any Replacement Indebtedness in respect thereof; provided that such Indebtedness was not incurred created in contemplation of or in connection with such Person becoming a Subsidiary;
(f) Indebtedness existing on the AcquisitionRestatement Effective Date and set forth on Schedule 6.01 and any Replacement Indebtedness in respect thereof;
(g) Guarantees of Indebtedness permitted under clauses (a) through (d) of this Section 6.01; provided that such Guarantees comply with Section 6.09;
(h) Indebtedness owed in respect of netting services, overdraft protections and similar arrangements, in each case incurred in the ordinary course of business in connection with cash management and deposit accounts;
(i) Indebtedness incurred in the ordinary course of business and arising from agreements or arrangements providing for surety, stay and appeal bonds or as an account party in respect of letters of credit; provided that the aggregate amount of Indebtedness in respect of letters of credit incurred in reliance on this clause (i) shall not exceed $15,000,000 at any time outstanding; and
(ej) additional other Indebtedness of the Subsidiaries in an aggregate principal amount (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) any Subsidiary; provided that the aggregate principal amount of all Indebtedness secured by Liens permitted solely by incurred under this clause (ej), when taken together with the aggregate principal amount of all Indebtedness incurred under clause (a) of this Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will 6.01, shall not exceed $1,000,000,00015,000,000 at any time outstanding.
Appears in 2 contracts
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Janus Capital Group Inc), Five Year Competitive Advance and Revolving Credit Facility Agreement (Janus Capital Group Inc)
Indebtedness of Subsidiaries. The Borrower No Restricted Subsidiary will not permit in any Subsidiary to create, incur, assume, become manner owe or be liable in respect of or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderfor Indebtedness except:
(a) Guarantees of the Obligations;
(b) capital lease obligations (excluding oil, gas or mineral leases) entered into in the ordinary course of such Restricted Subsidiary’s business in arm’s length transactions at competitive market rates under competitive terms and conditions in all respects, provided that the outstanding principal amount of such capital lease obligations shall not exceed $100,000,000 in the aggregate for all Restricted Subsidiaries at any time;
(c) Indebtedness owed by any Restricted Subsidiary to the Borrower or unsecured Indebtedness owed by any Restricted Subsidiaries to a wholly-owned Restricted Subsidiary;
(includingd) Indebtedness of the Restricted Subsidiaries for plugging and abandonment bonds issued by third parties or for letters of credit issued in place thereof which are required by regulatory authorities in the area of operations, without limitationand Indebtedness of the Restricted Subsidiaries for other bonds or letters of credit which are required by such regulatory authorities with respect to other normal oil and gas operations;
(e) non-recourse Indebtedness as to which neither the Borrower nor any Restricted Subsidiaries (i) provides any guaranty or credit support of any kind (including any undertaking, Capital Lease Obligationsguarantee, indemnity, agreement or instrument that would constitute Indebtedness) secured or (ii) is directly or indirectly liable (as a guarantor or otherwise);
(f) Indebtedness of a Person that becomes, by Liens acquisition or merger, a Restricted Subsidiary which Indebtedness existed prior to the time of such acquisition or merger and was not incurred or created in contemplation of such acquisition or merger;
(g) Indebtedness under Swap Contracts permitted under Section 6.01(b)7.10;
(h) unsecured Indebtedness of any Restricted Subsidiary not described in subsections (a) through (g) above if at the time such Indebtedness is incurred, no Default shall have occurred and be continuing hereunder; provided that the outstanding principal balance of Indebtedness of the Restricted Subsidiaries permitted under this subsection (h) shall not at any time exceed $100,000,000 in the aggregate; and
(i) Indebtedness of Restricted Subsidiaries (including, without limitation, Capital Lease Obligationsincluding capital lease obligations) not described in subsections (a) through (h) above secured by Permitted Liens permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiary;
(d) Indebtedness of the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisition; and
(e) additional Indebtedness of the Subsidiaries in an aggregate principal amount (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) the aggregate principal amount of Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided that 50,000,000 at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000time outstanding.
Appears in 2 contracts
Sources: Term Loan Agreement (Qep Resources, Inc.), Credit Agreement (Qep Resources, Inc.)
Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary to Incur, create, incur, assume, become liable in respect of assume or suffer permit to exist any IndebtednessIndebtedness of any Subsidiary of the Guarantor, except to the extent otherwise permitted hereunderhowsoever evidenced, except:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)of any corporation outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such event;
(ib) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting contemplation of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000such event;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiarysecured by a Lien permitted by Section 8.2 hereof;
(d) Indebtedness of owing to the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the AcquisitionGuarantor or a Wholly Owned Subsidiary; and
(e) additional Indebtedness not otherwise permitted by the foregoing clauses of the Subsidiaries this Section in an aggregate outstanding principal amount (for all Subsidiaries) Subsidiaries at no time exceeding (i) $30,000,000 minus (ii) 15% of Consolidated Net Worth; provided that the aggregate sum of the principal amount of Indebtedness secured by Liens permitted solely by incurred in accordance with this clause (e) plus the principal amount of Indebtedness permitted to be secured in accordance with Section 6.01 outstanding at such time; provided that 8.2(i) at any date time shall not exceed 20% of Consolidated Net Worth. The foregoing is subject to the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause further limitations that (i) for purposes of subsection this Section, any preferred stock of a Subsidiary held by a Person other than the Guarantor or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (b)ii) and the aggregate amount Indebtedness permitted by this Section does not include a refunding, renewal or extension of Capital Lease Obligations such Indebtedness so that any such new Indebtedness must fall independently within one of the Borrower will not exceed $1,000,000,000above exceptions.
Appears in 2 contracts
Sources: Credit Agreement (V F Corp), Credit Agreement (V F Corp)
Indebtedness of Subsidiaries. The Borrower will shall not permit any Subsidiary to create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)owed to the Borrower or to another Subsidiary;
(ib) Indebtedness obligations under Swap Contracts, provided that such obligations are (includingor were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, without limitationcommitments, Capital Lease Obligations) secured investments, assets, or property held or reasonably anticipated by Liens permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a such Subsidiary, Indebtedness or changes in the value of Bel-Thai in an aggregate principal amount securities issued by such Subsidiary, and not exceeding $60,000,000for purposes of speculation or taking a “market view;”
(c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any Subsidiary owed to time exceed the Borrower or any other Subsidiaryamount permitted by such Section;
(d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Target and its subsidiaries outstanding on the Acquisition Date and Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the AcquisitionBorrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and
(e) additional other Indebtedness of Subsidiaries of the Subsidiaries Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) the aggregate principal amount outstanding equal to 5.0% of Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000Consolidated Net Tangible Assets.
Appears in 2 contracts
Sources: Credit Agreement (ONE Gas, Inc.), Credit Agreement (ONE Gas, Inc.)
Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary to of its Subsidiaries (other than CooperVision International) to, contract, create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted incurred under Section 6.01(b)this Agreement and the other Loan Documents;
(b) the Indebtedness set forth on Schedule 6.04 hereto, and any refinancing, extension, renewal or refunding of any such Indebtedness not involving an increase in the principal amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;
(c) Indebtedness assumed in connection with any Acquisition, provided that (i) such Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) was not incurred in an aggregate principal amount contemplation of such Indebtedness was not to exceed $140,000,000incurred in contemplation of such Acquisition, (ii) no Default or Event of Default shall then exist or at the time such Indebtedness is assumed by the Borrower will exist and (iii) the Borrower and its Subsidiaries shall be in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) both immediately before and after giving pro forma effect to the assumption of such Indebtedness;
(d) Indebtedness (i) owed by any Loan Party to any other than Loan Party, (ii) owed by any Foreign Subsidiary or any Non-Guarantor Subsidiary to any Loan Party, so long as at the time such Indebtedness permitted in incurred and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or (iii) owed by clause any Subsidiary of the Borrower to any Foreign Subsidiary or any Non-Guarantor Subsidiary;
(e) Indebtedness of such Subsidiaries under or in support of Hedge Agreements, provided such Hedge Agreements have been entered into in the ordinary course of business and not for speculative purposes;
(f) Indebtedness (i)) consisting of Capital Lease Obligations and or (iiiii) on and after incurred in connection with the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai"acquisition, construction or improvement of fixed or capital assets secured by Liens permitted pursuant to Section 6.03(c) becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000hereof;
(cg) Indebtedness incurred by a Subsidiary Guarantor in connection with a Permitted Securitization Transaction, provided that the aggregate amount of all such Indebtedness outstanding at any time pursuant to this clause (g) shall not exceed $200,000,000;
(h) any Guaranty Obligations of any Subsidiary of the Borrower in favor of the Administrative Agent, the Lenders and any other Credit Party in respect of any Designated Hedge Agreement;
(i) any Guaranty Obligation incurred (i) by any Loan Party with respect to Indebtedness of another Loan Party (other than CooperVision International), or (ii) by CooperVision International or the Borrower of any Indebtedness of the Borrower or any Subsidiary, in each case which Indebtedness is permitted by Section 6.04 (other than this clause (i));
(j) any Guaranty Obligations of any Subsidiary of the Borrower with respect to Indebtedness incurred pursuant to Section 6.04(l);
(k) additional Indebtedness of any Subsidiary owed that is a Loan Party, provided that, solely with respect to this clause (k), (i) no Default or Event of Default shall then exist or at the time of incurrence of such Indebtedness will exist and (ii) the Borrower and its Subsidiaries shall be in compliance with the Financial Covenants (after giving effect to any increase to the Borrower or any other Subsidiary;
(dmaximum Total Leverage Ratio pursuant to Section 6.06(a) Indebtedness during a Total Leverage Ratio Increase Period, if applicable) both immediately before and after giving pro forma effect to the incurrence of the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisitionsuch Indebtedness; and
(el) additional Indebtedness of any Subsidiary that is not a Loan Party, so long as at the Subsidiaries in an aggregate principal amount time of and after giving effect to the incurrence of such Indebtedness (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (iiA) the aggregate principal amount of (i) all such Indebtedness permitted pursuant to this clause (l) and (ii) all obligations secured by Liens permitted solely by pursuant to Section 6.03(k), when taken together (without duplication in the case of Liens securing Indebtedness permitted pursuant to this clause (e) of Section 6.01 outstanding at such time; provided that l)), does not at any date time exceed an amount equal to the aggregate amount greater of Capital Lease Obligations $465,000,000 and 25% of all Subsidiaries Consolidated Total Tangible Assets, (other than any such Capital Lease Obligations incurred in reliance on clause B) no Default or Event of Default has occurred and is continuing, and (iC) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000and its Subsidiaries shall be in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) both immediately before and after giving pro forma effect to the incurrence of such Indebtedness.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Cooper Companies Inc), Amendment and Restatement Agreement (Cooper Companies Inc)
Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary to create, incur, assume, become liable in respect of assume or suffer permit to exist any Indebtedness, except to the extent otherwise permitted hereunderFunded Indebtedness other than:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b);
(i) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiary;
(dii) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisition; andIndebtedness so Guaranteed is otherwise permitted by this Section 6.01;
(eiii) additional other Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding the greater of (x) $600,000,000 at any time outstanding and (y) 30% of Consolidated EBITDA for all Subsidiariesthe four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (iii) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01;
(iv) Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;
(v) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business;
(vi) Indebtedness of a Subsidiary in respect of non-speculative Swap Agreements relating to the business or operations of such Subsidiary;
(vii) Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is repaid within ten Business Days;
(viii) Indebtedness in respect of letters of credit, guarantees, counter-indemnities and short term facilities incurred by any Subsidiary engaged in Clearing Operations in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing under any letter of credit or guarantee;
(ix) any Indebtedness of any Clearing House incurred in connection with arrangements related to any Clearing Operations where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing the Clearing Operations or such Clearing House; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 10 days following the date on which such loan or advance was made or any other such Indebtedness was incurred;
(x) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness doesn’t exceed the principal amount of the securities sold;
(xi) Indebtedness incurred in connection with the administration of the UK ESOP Program in the ordinary course of business and not outstanding longer than seven days;
(xii) Indebtedness of Regulated Subsidiaries or any direct or indirect parent of any such Regulated Subsidiary incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at no any time exceeding or from time to time by any Governmental Authority in an aggregate principal amount not to exceed $325,000,000 at any time outstanding; provided that any such Indebtedness is not outstanding for longer than 30 days;
(xiii) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;
(xiv) Indebtedness of any Subsidiary consisting of purchase money Indebtedness and Capital Lease Obligations not to exceed $70,000,000 outstanding at any time;
(xv) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any Acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement;
(xvi) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit;
(xvii) (A) Indebtedness of any Person that is merged or consolidated with and into any Subsidiary or of any Person that otherwise becomes a Subsidiary after the Closing Date; provided that (x) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (y) immediately after giving effect to the consummation of such merger or consolidation or such Person otherwise becoming a Subsidiary, the Borrower would be in compliance on a Pro Forma Basis with the covenant set forth in Section 6.06 as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) of Section 5.01, and (B) extensions, renewals, replacements and refinancings of any Indebtedness outstanding pursuant to this Section 6.01(xvii); provided that, any Indebtedness outstanding pursuant to this subclause (B) shall not exceed the greater of (i) $30,000,000 minus (ii) the an aggregate principal amount of Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided that $200,000,000 at any time outstanding and (ii) 10% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations Indebtedness is incurred in reliance on clause this subclause (iB) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of subsection Section 5.01; and
(b)xviii) Indebtedness arising from repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (including Swap Agreements) entered into by the aggregate Borrower or such Subsidiary in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto, or in the management of its liabilities; provided that the amount of Capital Lease Obligations such Indebtedness outstanding at any time does not exceed the market value of the Borrower will not exceed $1,000,000,000securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at such time.
Appears in 2 contracts
Sources: Credit Agreement (Nasdaq, Inc.), Credit Agreement (Nasdaq, Inc.)
Indebtedness of Subsidiaries. The Borrower Company will not permit any Subsidiary to incur, create, incur, assume, become liable in respect of assume or suffer permit to exist any Indebtedness, except to the extent otherwise permitted hereunderhowsoever evidenced, except:
(a) Indebtedness of any Person outstanding at the time such Person becomes a Subsidiary (including, without limitation, Capital Lease Obligationsother than as a result of a Division) secured by Liens permitted under Section 6.01(b)and not created in contemplation of such event;
(ib) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) of any Person outstanding at the time such Person is merged or consolidated with or into a Subsidiary and not created in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting contemplation of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000such event;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiarysecured by a Lien permitted by Section 7.02 hereof;
(d) Indebtedness owing to the Company or a Wholly Owned Subsidiary;
(e) Refinancing Indebtedness in respect of Indebtedness permitted by clause (a), (b) or (c) above (other than, in the Target and its subsidiaries outstanding on case of clause (c), Refinancing Indebtedness in respect of (i) Indebtedness referred to in Section 7.02(j) or (ii) Indebtedness referred to in Section 7.02(h) insofar as such Refinancing Indebtedness would be owed to a Person other than the Acquisition Date and not incurred in contemplation of the AcquisitionCompany or a Wholly Owned Subsidiary); and
(ef) additional Indebtedness not otherwise permitted by the foregoing clauses of the Subsidiaries this Section in an aggregate outstanding principal amount (for all Subsidiaries) Subsidiaries at no time exceeding (i) $30,000,000 minus (ii) 15% of Consolidated Net Worth; provided that the sum of the aggregate principal amount of Indebtedness secured by Liens permitted solely by incurred in accordance with this clause (ef) plus the aggregate principal amount of Indebtedness permitted to be secured in accordance with Section 6.01 outstanding at such time; provided that 7.02(j) at any date time outstanding shall not exceed 20% of Consolidated Net Worth. The foregoing is subject to the aggregate amount further limitation that for purposes of Capital Lease Obligations this Section, any preferred stock of all Subsidiaries (a Subsidiary held by a Person other than any the Company or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000Subsidiary.
Appears in 2 contracts
Sources: Term Loan Agreement (V F Corp), Term Loan Agreement (V F Corp)
Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary to Incur, create, incur, assume, become liable in respect of assume or suffer permit to exist any IndebtednessIndebtedness of any Subsidiary of the Borrower, except to the extent otherwise permitted hereunderhowsoever evidenced, except:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)of any corporation outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such event;
(ib) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting contemplation of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000such event;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiarysecured by a Lien permitted by Section 8.2 hereof;
(d) Indebtedness of owing to the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the AcquisitionBorrower or a Wholly Owned Subsidiary; and
(e) additional Indebtedness not otherwise permitted by the foregoing clauses of the Subsidiaries this Section in an aggregate outstanding principal amount (for all Subsidiaries) Subsidiaries at no time exceeding (i) $30,000,000 minus (ii) 15% of Consolidated Net Worth; provided that the aggregate sum of the principal amount of Indebtedness secured by Liens permitted solely by incurred in accordance with this clause (e) plus the principal amount of Indebtedness permitted to be secured in accordance with Section 6.01 outstanding at such time; provided that 8.2(i) at any date time shall not exceed 20% of Consolidated Net Worth. The foregoing is subject to the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause further limitations that (i) for purposes of subsection this Section, any preferred stock of a Subsidiary held by a Person other than the Borrower or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (b)ii) and the aggregate amount Indebtedness permitted by this Section does not include a refunding, renewal or extension of Capital Lease Obligations such Indebtedness so that any such new Indebtedness must fall independently within one of the Borrower will not exceed $1,000,000,000above exceptions.
Appears in 2 contracts
Sources: Credit Agreement (V F Corp), Credit Agreement (V F Corp)
Indebtedness of Subsidiaries. The Borrower will not permit Permit any Subsidiary of the Borrower to create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)the Loan Documents;
(ib) Guarantees in respect of Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens otherwise permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting hereunder of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000Borrower;
(c) Indebtedness of owed by any Subsidiary to (i) the Borrower, or (ii) another Subsidiary, provided that if such Subsidiary to whom such Indebtedness is owed is not a Guarantor, then such Indebtedness (other than Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary) shall be subordinated to the Borrower or any other SubsidiaryObligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty;
(d) purchase money Indebtedness of the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisition; andpermitted by Section 7.01(h);
(e) additional Indebtedness Guarantees in respect of the Subsidiaries Senior Note Indebtedness in an aggregate principal amount of up to $600,000,000;
(for all Subsidiariesf) at no time exceeding unsecured Indebtedness, provided that (i) $30,000,000 minus both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness for all Subsidiaries taken together shall not exceed at any time an amount equal to 10% of Consolidated Net Worth; and
(g) secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; Indebtedness, provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of subsection Default shall have occurred and be continuing, and (b)ii) and the aggregate outstanding principal amount of Capital Lease Obligations of the Borrower will such Indebtedness for all Subsidiaries taken together shall not exceed $1,000,000,000at any time an amount equal to 5% of Consolidated Net Worth.
Appears in 1 contract
Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary to Incur, create, incur, assume, become liable in respect of assume or suffer permit to exist any IndebtednessIndebtedness of any Subsidiary of the Borrower, except to the extent otherwise permitted hereunderhowsoever evidenced, except:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)of any corporation outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such event;
(ib) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting contemplation of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000such event;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiarysecured by a Lien permitted by Section 8.2 hereof;
(d) Indebtedness of owing to the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisition; andBorrower or a Wholly-Owned Subsidiary;
(e) additional Indebtedness not otherwise permitted by the foregoing clauses of the Subsidiaries this Section in an aggregate outstanding principal amount (for all Subsidiaries) Subsidiaries at no time exceeding $350,000,000. The foregoing is subject to the further limitations that (i) $30,000,000 minus for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than the Borrower or a Wholly-Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (ii) the aggregate principal amount Indebtedness permitted by this Section does not include a refunding, renewal or extension of such Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided so that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations new Indebtedness must fall independently within one of the Borrower will not exceed $1,000,000,000above exceptions.
Appears in 1 contract
Sources: Credit Agreement (V F Corp)
Indebtedness of Subsidiaries. The Borrower Company will not permit any Subsidiary to incur, create, incur, assume, become liable in respect of assume or suffer permit to exist any Indebtedness, except to the extent otherwise permitted hereunderhowsoever evidenced, except:
(a) Indebtedness of any Person outstanding at the time such Person becomes a Subsidiary (including, without limitation, Capital Lease Obligationsother than as a result of a Division) secured by Liens permitted under Section 6.01(b)and not created in contemplation of such event;
(ib) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) of any Person outstanding at the time such Person is merged or consolidated with or into a Subsidiary and not created in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting contemplation of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000such event;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiarysecured by a Lien permitted by Section 7.02 hereof;
(d) Indebtedness owing to the Company or a Wholly Owned Subsidiary;
(e) Refinancing Indebtedness in respect of Indebtedness permitted by clause (a), (b) or (c) above (other than, in the Target and its subsidiaries outstanding on case of clause (c), Refinancing Indebtedness in respect of (i) Indebtedness referred to in Section 7.02(j) or (ii) Indebtedness referred to in Section 7.02(h) insofar as such Refinancing Indebtedness would be owed to a Person other than the Acquisition Date and not incurred in contemplation of the AcquisitionCompany or a Wholly Owned Subsidiary); and
(ef) additional Indebtedness not otherwise permitted by the foregoing clauses of the Subsidiaries this Section in an aggregate outstanding principal amount (for all Subsidiaries) Subsidiaries at no time exceeding (i) $30,000,000 minus during the Covenant Modification Period, 12.5% of Consolidated Net Worth and (ii) after the end of the Covenant Modification Period, 15% of Consolidated Net Worth; provided that the sum of the aggregate principal amount of Indebtedness secured by Liens permitted solely by incurred in accordance withoutstanding under this clause (ef) plus the aggregate principal amount of Indebtedness permitted to be secured in accordance withunder Section 6.01 outstanding at such time; provided that 7.02(j) at any date time outstanding shall not exceed (x) during the aggregate amount Covenant Modification Period, 12.5% of Capital Lease Obligations Consolidated Net Worth and (y) after the end of all Subsidiaries (the Covenant Modification Period, 20% of Consolidated Net Worth. The foregoing is subject to the further limitation that for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than any the Company or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000Subsidiary.
Appears in 1 contract
Sources: Term Loan Agreement (V F Corp)
Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary to Incur, create, incur, assume, become liable in respect of assume or suffer permit to exist any IndebtednessIndebtedness of any Subsidiary of the Company, except to the extent otherwise permitted hereunderhowsoever evidenced, except:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)of any corporation outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such event;
(ib) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting contemplation of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000such event;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiarysecured by a Lien permitted by Section 7.02 hereof;
(d) Indebtedness owing to the Company or a Wholly Owned Subsidiary;
(e) Refinancing Indebtedness in respect of Indebtedness permitted by clause (a), (b) or (c) above (other than, in the Target and its subsidiaries outstanding on case of clause (c), Refinancing Indebtedness in respect of (i) Indebtedness referred to in Section 7.02(j) or (ii) Indebtedness referred to in Section 7.02(h) insofar as such Refinancing Indebtedness would be owed to a Person other than the Acquisition Date and not incurred in contemplation of the AcquisitionCompany or a Wholly Owned Subsidiary); and
(ef) additional Indebtedness not otherwise permitted by the foregoing clauses of the Subsidiaries this Section in an aggregate outstanding principal amount (for all Subsidiaries) Subsidiaries at no time exceeding (i) $30,000,000 minus (ii) 15% of Consolidated Net Worth; provided that the aggregate sum of the principal amount of Indebtedness secured by Liens permitted solely by incurred in accordance with this clause (ef) plus the principal amount of Indebtedness permitted to be secured in accordance with Section 6.01 outstanding at such time; provided that 7.02(j) at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will time shall not exceed $1,000,000,00020% of Consolidated Net Worth.
Appears in 1 contract
Indebtedness of Subsidiaries. The Borrower will shall not permit any Subsidiary to create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)owed to the Borrower or to another Subsidiary;
(ib) Indebtedness obligations under Swap Contracts, provided that such obligations are (includingor were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, without limitationcommitments, Capital Lease Obligations) secured investments, assets, or property held or reasonably anticipated by Liens permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a such Subsidiary, Indebtedness or changes in the value of Bel-Thai in an aggregate principal amount securities issued by such Subsidiary, and not exceeding $60,000,000for purposes of speculation or taking a “market view;”
(c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any Subsidiary owed to time exceed the Borrower or any other Subsidiaryamount permitted by such Section;
(d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Target and its subsidiaries outstanding on the Acquisition Date and Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the AcquisitionBorrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and
(e) additional Indebtedness of Subsidiaries of the Subsidiaries Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) the aggregate principal amount outstanding equal to 15% of Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000Consolidated Net Tangible Assets.
Appears in 1 contract
Sources: Credit Agreement (ONE Gas, Inc.)
Indebtedness of Subsidiaries. The Borrower Company will not permit any Subsidiary to create, incur, assume, become liable in guaranty or be or remain liable, contingently or otherwise, with respect of or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderIndebtedness other than:
(a) Indebtedness of Subsidiary Guarantors to the banks, the banks’ Affiliates (including, without limitation, Capital Lease Obligationsin the case of Hedging Liability and Funds Transfer and Deposit Account Liability) secured by Liens permitted and the agent under Section 6.01(b)the Credit Agreement as guarantors under the Bank Guarantees and as borrowers under the Credit Agreement;
(ib) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) in an aggregate principal amount not of Wholly-Owned Subsidiaries to exceed $140,000,000, (ii) Indebtedness (the Company or to other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which BelWholly-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000Owned Subsidiaries;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiaryunder hedging arrangements permitted by Section 10.14(m);
(d) Indebtedness under each of the Target Note Ageements and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the AcquisitionSubsidiary Guaranty;
(e) Indebtedness under Guaranties permitted under Sections 10.14 (q) or (t);
(f) [Reserved]; and
(eg) additional Indebtedness of the Subsidiaries in an aggregate principal amount (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) the aggregate principal amount of Indebtedness secured not otherwise permitted by Liens permitted solely by clause (e) of this Section 6.01 outstanding at such time10.7; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will Indebtedness does not exceed $1,000,000,00020,000,000 at any one time outstanding.”
23. Section 10.8 of each of the Note Agreements is hereby amended and restated in its entirety to read as follows:
Appears in 1 contract
Indebtedness of Subsidiaries. The Borrower will shall not permit any Non-Guarantor Subsidiary to create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) (i) subject to the terms and conditions set forth in Section 7.01(b), Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under by Section 6.01(b7.01(b), (ii) subject to the terms and conditions set forth in Section 7.01(h), purchase money Indebtedness, Off-Balance Sheet Liabilities or capital lease obligations secured by Liens permitted by Section 7.01(h) and (iii) to the extent constituting Indebtedness and subject to the terms and conditions set forth in Sections 7.01(e), (f) or (l), as applicable, such Indebtedness secured by Liens permitted by Sections 7.01(e), (f) or (l), as applicable;
(b) unsecured Indebtedness owed by any Subsidiary to the Borrower or to another Subsidiary;
(i) subject to the terms and conditions set forth in Section 7.01(k), Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under by Section 6.01(c) in an aggregate principal amount not to exceed $140,000,0007.01(k), and (ii) unsecured Indebtedness (other than Indebtedness permitted existing at the time of acquisition or purchase, including by clause (i)) consisting way of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiarymerger, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000;
(c) Indebtedness of any Subsidiary owed to by the Borrower or any other Subsidiary;of its Subsidiaries of any business entity, so long as such Indebtedness was not incurred, extended or renewed in contemplation of such acquisition or purchase; provided that at the time of the assumption of such Indebtedness or the acquisition or purchase of such business entity and after giving effect thereto, no Default or Event of Default would exist; and
(d) Indebtedness of the Target not otherwise permitted by this Section 7.03 and its subsidiaries incurred and outstanding on the Acquisition Date and not incurred in contemplation of the Acquisitionunder this clause (d) after giving effect thereto; and
(e) additional Indebtedness of the Subsidiaries in an aggregate principal amount (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) provided, that the aggregate outstanding principal amount of Priority Debt shall not exceed, at the time of incurrence, assumption or creation of such Indebtedness secured by Liens permitted solely by under this clause (ed), the greater of (x) $500,000,000 and (y) 15% of Consolidated Net Tangible Assets.
(11) Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries 7.08 (other than any such Capital Lease Obligations incurred in reliance on clause (iBurdensome Agreements) of subsection (b)) is hereby amended and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000.restated to read as follows:
Appears in 1 contract
Indebtedness of Subsidiaries. The Borrower will not permit Permit any Subsidiary of the Borrower to create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)the Loan Documents;
(ib) Guarantees in respect of Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens otherwise permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting hereunder of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000Borrower;
(c) Indebtedness of owed by any Subsidiary to (i) the Borrower, or (ii) another Subsidiary, provided that if such Subsidiary to whom such Indebtedness is owed is not a Guarantor, then such Indebtedness (other than Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary) shall be subordinated to the Borrower or any other SubsidiaryObligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty;
(d) purchase money Indebtedness of the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisition; andor capital lease obligations permitted by Section 7.01(h);
(e) additional Guarantees in respect of Senior Notes Indebtedness of the Subsidiaries in an aggregate principal amount of up to $1,000,000,000;
(f) unsecured Indebtedness, provided that (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) with respect to such Indebtedness for all Subsidiaries, (A) the aggregate outstanding principal amount of such Indebtedness taken together shall not exceed $25,000,000 at no any time exceeding and (B) the obligations under such Indebtedness shall rank pari passu in priority of payment with the Senior Note Indebtedness; and
(g) secured Indebtedness permitted by Section 7.01, provided that (i) $30,000,000 minus both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of for all Subsidiaries taken together is permitted under Section 7.01 (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (bl)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000.
Appears in 1 contract
Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary to Incur, create, incur, assume, become liable in respect of assume or suffer permit to exist any IndebtednessIndebtedness of any Subsidiary of the Borrower, except to the extent otherwise permitted hereunderhowsoever evidenced, except:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)of any corporation outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such event;
(ib) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting contemplation of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000such event;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiarysecured by a Lien permitted by Section 8.2 hereof;
(d) Indebtedness of owing to the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the AcquisitionBorrower or a Wholly Owned Subsidiary; and
(e) additional Indebtedness not otherwise permitted by the foregoing clauses of the Subsidiaries this Section in an aggregate outstanding principal amount (for all Subsidiaries) Subsidiaries at no time exceeding $450,000,000. The foregoing is subject to the further limitations that (i) $30,000,000 minus for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than the Borrower or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (ii) the aggregate principal amount Indebtedness permitted by this Section does not include a refunding, renewal or extension of such Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided so that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations new Indebtedness must fall independently within one of the Borrower will not exceed $1,000,000,000above exceptions.
Appears in 1 contract
Sources: Credit Agreement (V F Corp)
Indebtedness of Subsidiaries. The Borrower Company will not permit any Subsidiary to create, incur, assume, become liable in respect of assume or suffer permit to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness created under the Loan Documents;
(includingb) Indebtedness existing on the Effective Date and, without limitationto the extent in excess of $10,000,000 individually or $25,000,000 in the aggregate, Capital set forth in Schedule 6.01 hereto on the Effective Date and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (b) and Guarantees of any such Permitted Refinancing Indebtedness;
(c) Indebtedness to the Company or any other Subsidiary;
(d) Guarantees of Indebtedness (i) of any Foreign Subsidiary by any other Subsidiary and (ii) of any other Person by CB International Finance S.à ▇.▇., or any Subsidiary, provided that Guarantees shall be permitted to be incurred pursuant to this subclause (d) only if at the time such Guarantee is incurred the aggregate principal amount of Indebtedness Guaranteed pursuant to this subclause (d) at such time (including such newly Guaranteed Indebtedness) would not exceed $75,000,000;
(e) Indebtedness incurred to finance the acquisition, lease, construction, repair, maintenance, replacement, installation or improvement of any fixed or capital assets, including Finance Lease Obligations) Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by Liens a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted under Section 6.01(bby this clause (e); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause (e)) is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, repair, maintenance, replacement, installation or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $500,000,000 at any time outstanding;
(f) Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;
(g) [reserved];
(h) [reserved];
(i) Indebtedness under Swap Agreements entered into in the ordinary course of business and not for speculative purposes;
(includingj) Indebtedness in respect of bid, without limitationperformance, Capital Lease Obligationssurety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in each case, not in connection with Indebtedness for money borrowed;
(k) secured Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Liens Section 6.10;
(l) [reserved];
(m) Cash Management Obligations (as defined in the Senior Credit Agreement) and other Indebtedness in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements in each case in connection with deposit accounts;
(n) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;
(o) Indebtedness supported by a letter of credit issued under the Senior Credit Agreement in a principal amount not to exceed the face amount of such letter of credit;
(p) [reserved];
(q) other Indebtedness; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (q) only if at the time such Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (q) at such time (including such Indebtedness) would not exceed an aggregate amount of up to 10% of Consolidated Tangible Assets;
(r) [reserved];
(s) Indebtedness in respect of judgments, decrees, attachments or awards not constituting an Event of Default under Section 6.01(cclause (k) of Article 7;
(t) Indebtedness of a Person assumed in connection with an acquisition of such Person by the Company or a Subsidiary and not created in contemplation thereof and any Permitted Refinancing Indebtedness in respect of such Indebtedness in an aggregate principal amount not to exceed $140,000,000, 250,000,000 at any time outstanding pursuant to this clause (iit);
(u) Indebtedness in the form of reimbursements owed to officers, directors, consultants and employees;
(v) Indebtedness incurred under industrial revenue bonds or other than qualified tax exempt bond financings and Permitted Refinancing Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in respect thereof in an aggregate principal amount not exceeding to exceed $60,000,00025,000,000 at any time outstanding pursuant to this clause (v);
(cw) Indebtedness endorsements for collection, deposit or negotiation and warranties of any Subsidiary owed to products or services, in each case incurred in the Borrower or any other Subsidiaryordinary course of business;
(dx) any Indebtedness assumed in connection with the acquisition of the Target and its subsidiaries outstanding a Person or on the Acquisition Date date that such Person becomes a Subsidiary and not incurred created in contemplation of such Person becoming a Subsidiary of the AcquisitionCompany and any Permitted Refinancing Indebtedness in respect of such Indebtedness; and
(ey) additional Indebtedness of under the Subsidiaries Senior Credit Agreement in an aggregate principal amount (for all Subsidiaries) at no time exceeding (i) not to exceed $30,000,000 minus (ii) the aggregate principal amount 2,250,000,000. Each category of Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on Indebtedness under the Loan Documents which shall at all times be deemed to be outstanding pursuant to clause (i) of subsection (ba)) set forth above shall be deemed to be cumulative and for purposes of determining compliance with this Section 6.01, in the aggregate amount event that an item of Capital Lease Obligations Indebtedness (or any portion thereof) at any time meets the criteria of more than one of the Borrower will not exceed $1,000,000,000categories described above, the Company, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness in one of the above clauses.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Constellation Brands, Inc.)
Indebtedness of Subsidiaries. The Borrower will not permit Permit any Subsidiary of SXL Operations to create, incur, assume, become liable in respect of incur or suffer to exist assume any Indebtedness, except to the extent otherwise permitted hereunderIndebtedness except:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b);
(i) Indebtedness of Subsidiaries (includingother than the Borrower) owed to SXL Operations, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, the MLP or a Subsidiary of SXL Operations; and (ii) Indebtedness of the Borrower owed to SXL Operations provided that such Indebtedness is subordinated to the full payment of the Obligations pursuant to an agreement in form and substance satisfactory to the Administrative Agent;
(other than Indebtedness permitted by clause (i)b) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000the Borrower owed under this Agreement;
(c) Indebtedness of Subsidiaries (other than the Borrower) existing at the time of acquisition of any new Subsidiary owed to by SXL Operations or by a then-existing Subsidiary of SXL Operations (other than the Borrower Borrower) and any renewals, extension and modifications (but not increases) thereof (which, for the avoidance of doubt, shall include and renewal, extension or modification which occurs substantially concurrently with such acquisition); provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither SXL Operations nor any other Subsidiary;Subsidiary of SXL Operations has any liability under such Indebtedness; and
(d) Indebtedness of the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisition; and
(e) additional Indebtedness of Subsidiaries (other than the Subsidiaries in an aggregate principal amount (for all Subsidiaries) at no time exceeding Borrower), provided that, (i) $30,000,000 minus both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall exist, and (ii) the aggregate outstanding principal amount of such Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided that shall not exceed at any date time an amount equal to 0.75 times Consolidated EBITDA for the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000most recent four fiscal quarters.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Sunoco Logistics Partners L.P.)
Indebtedness of Subsidiaries. The Borrower will shall not permit any Subsidiary to create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)owed to the Borrower or to another Subsidiary;
(ib) Indebtedness obligations under Swap Contracts, provided that such obligations are (includingor were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, without limitationcommitments, Capital Lease Obligations) secured investments, assets, or property held or reasonably anticipated by Liens permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a such Subsidiary, Indebtedness or changes in the value of Bel-Thai in an aggregate principal amount securities issued by such Subsidiary, and not exceeding $60,000,000for purposes of speculation or taking a “market view;”
(c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any Subsidiary owed to time exceed the Borrower or any other Subsidiaryamount permitted by such Section;
(d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Target and its subsidiaries outstanding on the Acquisition Date and Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the AcquisitionBorrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and
(e) additional Indebtedness of Subsidiaries of the Subsidiaries Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) the aggregate principal amount outstanding equal to 5.0% of Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000Consolidated Net Tangible Assets.
Appears in 1 contract
Sources: Credit Agreement (ONE Gas, Inc.)
Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary to Incur, create, incur, assume, become liable in respect of assume or suffer permit to exist any IndebtednessIndebtedness of any Subsidiary of the 71 Borrower, except to the extent otherwise permitted hereunderhowsoever evidenced, except:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)of any corporation outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such event;
(ib) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting contemplation of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000such event;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiarysecured by a Lien permitted by SECTION 8.2 hereof;
(d) Indebtedness of owing to the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisition; andBorrower or a Wholly-Owned Subsidiary;
(e) additional Indebtedness not otherwise permitted by the foregoing clauses of the Subsidiaries this Section in an aggregate outstanding principal amount (for all Subsidiaries) Subsidiaries at no time exceeding $300,000,000. The foregoing is subject to the further limitations that (i) $30,000,000 minus for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than the Borrower or a Wholly-Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (ii) the aggregate principal amount Indebtedness permitted by this Section does not include a refunding, renewal or extension of such Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided so that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations new Indebtedness must fall independently within one of the Borrower will not exceed $1,000,000,000above exceptions.
Appears in 1 contract
Sources: Credit Agreement (V F Corp /Pa/)
Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary to Incur, create, incur, assume, become liable in respect of assume or suffer permit to exist any IndebtednessIndebtedness of any Subsidiary of the Guarantor, except to the extent otherwise permitted hereunderhowsoever evidenced, except:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)of any corporation outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such event;
(ib) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting contemplation of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000such event;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiarysecured by a Lien permitted by Section 8.2 hereof;
(d) Indebtedness of owing to the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the AcquisitionGuarantor or a Wholly Owned Subsidiary; and
(e) additional Indebtedness not otherwise permitted by the foregoing clauses of the Subsidiaries this Section in an aggregate outstanding principal amount (for all Subsidiaries) Subsidiaries at no time exceeding $450,000,000. The foregoing is subject to the further limitations that (i) $30,000,000 minus for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than the Guarantor or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (ii) the aggregate principal amount Indebtedness permitted by this Section does not include a refunding, renewal or extension of such Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided so that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations new Indebtedness must fall independently within one of the Borrower will not exceed $1,000,000,000above exceptions.
Appears in 1 contract
Sources: Credit Agreement (V F Corp)
Indebtedness of Subsidiaries. The Borrower Company and Co-Obligors will not at any time permit any Subsidiary (other than a Co-Obligor), directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable in respect of or suffer to exist for, any Indebtedness, except to the extent otherwise permitted hereunderIndebtedness other than:
(a) Indebtedness (includingof a Subsidiary outstanding on the date of Closing and listed on Schedule 5.15 and any extension, without limitationrenewal or refunding thereof, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)provided that the principal amount outstanding at the time of such extension, renewal or refunding is not increased;
(ib) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) in an aggregate principal amount not of a Subsidiary owed to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a or another Wholly Owned Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000;
(c) Guaranties by a Subsidiary of Indebtedness of any another Subsidiary owed to or of the Borrower or any other SubsidiaryCompany;
(d) Indebtedness under the Credit Agreement of a Subsidiary Guarantor that becomes a borrower under the Target and its subsidiaries Credit Agreement after the Closing Date;
(e) Indebtedness evidenced by loans from Lea▇▇▇▇ ▇▇nance Company B.V. to any Subsidiary that is not a Subsidiary Guarantor not exceeding $20,000,000 in aggregate principal amount outstanding on the Acquisition Date and not incurred in contemplation of the Acquisitionat any time; and
(ef) additional Indebtedness of a Subsidiary not otherwise permitted by the Subsidiaries in an aggregate principal amount preceding clauses (for all Subsidiariesa) at no time exceeding through (e), provided that immediately before and after giving effect to the incurrence thereof and to the application of the proceeds thereof,
(i) $30,000,000 minus no Default or Event of Default exists, and
(ii) the aggregate principal amount of all Indebtedness secured by Liens permitted solely by clause (eincurred pursuant to this Section 10.6(f) of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will does not exceed $1,000,000,00020% of Consolidated Net Worth.
Appears in 1 contract
Sources: Note Purchase Agreement (Chicago Bridge & Iron Co N V)
Indebtedness of Subsidiaries. The Borrower will not permit Permit any Subsidiary of the Borrower to create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)the Loan Documents;
(ib) Guarantees in respect of Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens otherwise permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting hereunder of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000Borrower;
(c) Indebtedness of owed by any Subsidiary to (i) the Borrower, or (ii) another Subsidiary, provided that if such Subsidiary to whom such Indebtedness is owed is not a Guarantor, then such Indebtedness (other than Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary) shall be subordinated to the Borrower or any other SubsidiaryObligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty;
(d) purchase money Indebtedness of the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisition; andpermitted by Section 7.01(h);
(e) additional Indebtedness Guarantees in respect of the Subsidiaries Senior Note Indebtedness in an aggregate principal amount of up to $300,000,000;
(for all Subsidiariesf) at no time exceeding unsecured Indebtedness, provided that (i) $30,000,000 minus both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness for all Subsidiaries taken together shall not exceed at any time an amount equal to 10% of Consolidated Net Worth; and
(g) secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; Indebtedness, provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of subsection Default shall have occurred and be continuing, and (b)ii) and the aggregate outstanding principal amount of Capital Lease Obligations of the Borrower will such Indebtedness for all Subsidiaries taken together shall not exceed $1,000,000,000at any time an amount equal to 5% of Consolidated Net Worth.
Appears in 1 contract
Indebtedness of Subsidiaries. The Borrower will not permit Permit any Subsidiary to create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness (includingowed to the Borrower or to another Subsidiary; provided, without limitationhowever, Capital Lease Obligations) secured by Liens permitted that any Indebtedness of the Guarantor owed to another Subsidiary shall be subordinated on terms and conditions satisfactory to Administrative Agent and the Required Lenders in right of payment to its obligations under Section 6.01(b)the Guaranty Agreement;
(ib) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted obligations under Swap Contracts entered into in compliance with Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,0007.11;
(c) Indebtedness existing at the time of acquisition of any new Subsidiary owed to by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other SubsidiarySubsidiary of the Borrower has any liability under such Indebtedness;
(d) guaranty by the Guarantor of the Borrower’s Indebtedness;
(e) Indebtedness of Guardian Pipeline, L.L.C. (“Guardian”) pursuant to the Target Master Shelf Agreement, dated as of November 8, 2001, among Guardian, Prudential Insurance Company of America and its subsidiaries outstanding on the Acquisition Date and other parties thereto, as amended from time to time, together with any renewals, extensions or refinancings thereof, provided that any renewal, extension or refinancing thereof is not incurred in contemplation greater than the principal amount of the AcquisitionIndebtedness being renewed, extended or refinanced, and does not shorten the weighted average life to maturity of such Indebtedness; and
(ef) additional Indebtedness of the Subsidiaries (excluding Indebtedness otherwise permitted in this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) the aggregate principal amount of Indebtedness secured by Liens permitted solely by clause (e15%) of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000Consolidated Net Tangible Assets.
Appears in 1 contract
Sources: Credit Agreement (ONEOK Partners LP)
Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary of its Subsidiaries to create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunder:
Indebtedness or any preferred stock or other preferred equity interests other than: (a) Indebtedness (includingin existence on the date hereof and listed on Schedule 8.08 hereto and any refinancings, without limitationrefundings, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b);renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal
(i) Guarantees by Subsidiaries of obligations of the Borrower and its Subsidiaries under the Revolver and the 2016 Term Loan Agreement; provided, that the obligations of the Borrower and its Subsidiaries under this Agreement are simultaneously guaranteed by such Subsidiaries under documentation approved in writing by the Administrative Agent and (ii) Guarantees of Indebtedness of any Subsidiary to the extent such Indebtedness is otherwise permitted under this Agreement; (f) Indebtedness of any Subsidiary of the Borrower as an account party in respect of letters of credit backing obligations that do not constitute Indebtedness; (g) Indebtedness of Subsidiaries deemed to exist in connection with Securitization Transactions otherwise permitted pursuant to Section 8.04(k); and (h) Indebtedness arising in connection with customary cash management services and from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business. Notwithstanding the foregoing provisions of this Section, the Borrower’s Subsidiaries may create, incur, assume or suffer to exist Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens in addition to that permitted under Section 6.01(cthe preceding clauses (a) through (h)) in an aggregate principal amount not to exceed $140,000,000which, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting together with the sum, without duplication, of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiary;
(d) Indebtedness of the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisition; and
(e) additional Indebtedness of the Subsidiaries in an aggregate principal amount (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) the aggregate principal amount of Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000.Securitization Transactions permitted
Appears in 1 contract
Indebtedness of Subsidiaries. The Borrower will not permit Permit any Subsidiary of the Borrower to create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)the Loan Documents and under the Existing Credit Agreement;
(ib) Guarantees in respect of Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens otherwise permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting hereunder of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000Borrower;
(c) Indebtedness of owed by any Subsidiary to (i) the Borrower, or (ii) another Subsidiary, provided that if such Subsidiary to whom such Indebtedness is owed is not a Guarantor, then such Indebtedness (other than Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary) shall be subordinated to the Borrower or any other SubsidiaryObligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty;
(d) purchase money Indebtedness of the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisition; andpermitted by Section 7.01(h);
(e) additional Guarantees in respect of Senior Notes Indebtedness of the Subsidiaries in an aggregate principal amount of up to $1,000,000,000;
(for all Subsidiariesf) at no time exceeding unsecured Indebtedness, provided that (i) $30,000,000 minus both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness for all Subsidiaries taken together shall not exceed at any time an amount equal to 10% of Consolidated Net Worth; and
(g) secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; Indebtedness, provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of subsection Default shall have occurred and be continuing, and (b)ii) and the aggregate outstanding principal amount of Capital Lease Obligations of the Borrower will such Indebtedness for all Subsidiaries taken together shall not exceed $1,000,000,000at any time an amount equal to 5% of Consolidated Net Worth.
Appears in 1 contract
Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary to Incur, create, incur, assume, become liable in respect of assume or suffer permit to exist any IndebtednessIndebtedness of any Subsidiary of the Company, except to the extent otherwise permitted hereunderhowsoever evidenced, except:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)of any corporation outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such event;
(ib) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting contemplation of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000such event;
(c) Indebtedness of any Subsidiary owed to the Borrower or any other Subsidiarysecured by a Lien permitted by Section 7.02 hereof;
(d) Indebtedness owing to the Company or a Wholly Owned Subsidiary;
(e) Refinancing Indebtedness in respect of Indebtedness permitted by clause (a), (b) or (c) above (other than, in the Target and its subsidiaries outstanding on case of clause (c), Refinancing Indebtedness in respect of (i) Indebtedness referred to in Section 7.02(j) or (ii) Indebtedness referred to in Section 7.02(h) insofar as such Refinancing Indebtedness would be owed to a Person other than the Acquisition Date and not incurred in contemplation of the AcquisitionCompany or a Wholly Owned Subsidiary); and
(ef) additional Indebtedness not otherwise permitted by the foregoing clauses of the Subsidiaries this Section in an aggregate outstanding principal amount (for all Subsidiaries) Subsidiaries at no time exceeding (i) $30,000,000 minus (ii) 15% of Consolidated Net Worth; provided that the aggregate sum of the principal amount of Indebtedness secured by Liens permitted solely by incurred in accordance with this clause (ef) plus the principal amount of Indebtedness permitted to be secured in accordance with Section 6.01 outstanding at such time; provided that 7.02(j) at any date time shall not exceed 20% of Consolidated Net Worth. The foregoing is subject to the aggregate amount further limitation that for purposes of Capital Lease Obligations this Section, any preferred stock of all Subsidiaries (a Subsidiary held by a Person other than any the Company or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000Subsidiary.
Appears in 1 contract
Indebtedness of Subsidiaries. The Borrower will shall not permit any Non-Guarantor Subsidiary to create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) (i) subject to the terms and conditions set forth in Section 7.01(b), Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under by Section 6.01(b7.01(b);
, (iii) Indebtedness (includingsubject to the terms and conditions set forth in Section 7.01(h), without limitationpurchase money Indebtedness, Capital Lease Obligations) Off-Balance Sheet Liabilities or capital lease obligations secured by Liens permitted under by Section 6.01(c7.01(h) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on to the extent constituting Indebtedness and after subject to the date on which Bel-Thai Supermarket Company Ltd. terms and conditions set forth in Sections 7.01(e), ("Bel- Thai"f) becomes a or (l), as applicable, such Indebtedness secured by Liens permitted by Sections 7.01(e), (f) or (l), as applicable;
(b) unsecured Indebtedness owed by any Subsidiary to the Borrower or to another Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000;
(c) (i) subject to the terms and conditions set forth in Section 7.01(k), Indebtedness secured by Liens permitted by Section 7.01(k), and (ii) unsecured Indebtedness existing at the time of any Subsidiary owed to acquisition or purchase, including by way of merger, by the Borrower or any other Subsidiary;of its Subsidiaries of any business entity, so long as such Indebtedness was not incurred, extended or renewed in contemplation of such acquisition or purchase; provided that at the time of the assumption of such Indebtedness or the acquisition or purchase of such business entity and after giving effect thereto, no Default or Event of Default would exist; and
(d) Indebtedness of the Target not otherwise permitted by this Section 7.03 and its subsidiaries incurred and outstanding on the Acquisition Date and not incurred in contemplation of the Acquisitionunder this clause (d) after giving effect thereto; and
(e) additional Indebtedness of the Subsidiaries in an aggregate principal amount (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) provided, that the aggregate outstanding principal amount of Priority Debt shall not exceed, at the time of incurrence, assumption or creation of such Indebtedness secured by Liens permitted solely by under this clause (ed), the greater of (x) $500,000,000 and (y) 15% of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000Consolidated Net Tangible Assets.
Appears in 1 contract
Indebtedness of Subsidiaries. The Borrower Parent will not at any time permit any Subsidiary Subsidiary, directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable in respect of or suffer to exist for, any Indebtedness, except to the extent otherwise permitted hereunderIndebtedness other than:
(a) The Company’s senior notes outstanding under its Note Purchase Agreement dated as of August 15, 2002, the Notes and Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted incurred from time to time under Section 6.01(b)the Credit Agreements;
(ib) Indebtedness (includingoutstanding on the date hereof and listed on Schedule 5.15 and any extension, without limitationrenewal, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) in an aggregate refunding or refinancing thereof, provided that the principal amount outstanding at the time of such extension, renewal, refunding or refinancing is not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000increased;
(c) Indebtedness of any Subsidiary owed to the Borrower Parent or any other a Wholly Owned Subsidiary, including the Company;
(d) Guaranties by a Subsidiary of Indebtedness of another Subsidiary or by a Subsidiary Guarantor of Indebtedness of the Target and Company or the Parent;
(e) Indebtedness of a Subsidiary outstanding at the time of its subsidiaries outstanding on acquisition by the Acquisition Date and Company or the Parent, provided that (i) such Indebtedness was not incurred in contemplation of becoming a Subsidiary and (ii) at the Acquisitiontime of such acquisition and after giving effect thereto, no Default or Event of Default exists or would exist; and
(f) Indebtedness not otherwise permitted by the preceding clauses (a) through (e) additional Indebtedness ), provided that immediately before and after giving effect thereto and to the application of the Subsidiaries in an aggregate principal amount (for all Subsidiaries) at no time exceeding proceeds thereof,
(i) $30,000,000 minus no Default or Event of Default exists, and
(ii) the aggregate principal amount of Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will Priority Debt does not exceed $1,000,000,00020% of Consolidated Net Worth.
Appears in 1 contract
Indebtedness of Subsidiaries. The Borrower will not permit Permit any Subsidiary of SXL Operations to create, incur, assume, become liable in respect of incur or suffer to exist assume any Indebtedness, except to the extent otherwise permitted hereunderIndebtedness except:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b);
(i) Indebtedness of Subsidiaries (includingother than the Borrower) owed to SXL Operations, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, the MLP or a Wholly-Owned Subsidiary of SXL Operations; and (ii) Indebtedness of the Borrower owed to SXL Operations provided that such Indebtedness is subordinated to the full payment of the Obligations pursuant to an agreement in form and substance satisfactory to the Administrative Agent.
(other than Indebtedness permitted by clause (i)b) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000the Borrower owed under this Agreement;
(c) Indebtedness of Subsidiaries (other than the Borrower) existing at the time of acquisition of any new Subsidiary owed to by SXL Operations or by a then-existing Subsidiary of SXL Operations (other than the Borrower Borrower) and any renewals, extension and modifications (but not increases) thereof (which, for the avoidance of doubt, shall include and renewal, extension or modification which occurs substantially concurrently with such acquisition); provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither SXL Operations nor any other Subsidiary;Subsidiary of SXL Operations has any liability under such Indebtedness; and
(d) Indebtedness of the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisition; and
(e) additional Indebtedness of Subsidiaries (other than the Subsidiaries in an aggregate principal amount (for all Subsidiaries) at no time exceeding Borrower), provided that, (i) $30,000,000 minus both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall exist, and (ii) the aggregate outstanding principal amount of such Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided that shall not exceed at any date time an amount equal to 0.75 times Consolidated EBITDA for the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000most recent four fiscal quarters.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Sunoco Logistics Partners L.P.)
Indebtedness of Subsidiaries. The Borrower will not permit Permit any Subsidiary of the Borrower to create, incur, assume, become liable in respect of assume or suffer to exist any Indebtedness, except to the extent otherwise permitted hereunderexcept:
(a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b)the Loan Documents;
(ib) Guarantees in respect of Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens otherwise permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting hereunder of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000Borrower;
(c) Indebtedness of owed by any Subsidiary to (i) the Borrower, or (ii) another Subsidiary, provided that if such Subsidiary to whom such Indebtedness is owed is not a Guarantor, then such Indebtedness (other than Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary) shall be subordinated to the Borrower or any other SubsidiaryObligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty;
(d) purchase money Indebtedness of the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisitionpermitted by Section 7.01(h); and
(e) additional Indebtedness of the Subsidiaries in an aggregate principal amount (for all Subsidiaries) at no time exceeding unsecured Indebtedness, provided that (i) $30,000,000 minus both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness for all Subsidiaries taken together shall not exceed at any time an amount equal to 10% of Consolidated Net Worth.
(f) secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; Indebtedness, provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of subsection Default shall have occurred and be continuing, and (b)ii) and the aggregate outstanding principal amount of Capital Lease Obligations of the Borrower will such Indebtedness for all Subsidiaries taken together shall not exceed $1,000,000,000at any time an amount equal to 5% of Consolidated Net Worth.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Patterson Uti Energy Inc)
Indebtedness of Subsidiaries. The Borrower will not permit Permit any Subsidiary of its Subsidiaries to create, incur, assume, become liable in respect of assume or suffer to exist exist, any Indebtedness, except to the extent otherwise permitted hereunderIndebtedness except:
(ai) Indebtedness incurred in the ordinary course of business and consistent with the past practices of the Borrower's Subsidiaries;
(includingii) Existing Indebtedness, without limitationincluding any extension, Capital Lease Obligationsrenewal, refinancing or replacement thereof;
(iii) Project Financing;
(iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary;
(v) Indebtedness referred to in Section 5.02(a)(iii) and 5.02(a)(iv) and secured by Liens permitted thereby;
(vi) Indebtedness under Securitization Transactions;
(vii) Additional Indebtedness, provided that at the time of the creation, incurrence or assumption of such Indebtedness, the aggregate principal amount thereof taken together with the aggregate principal amount of outstanding Indebtedness incurred in reliance on this clause (vii) and the aggregate principal amount of outstanding Indebtedness secured by Liens permitted under clause (ix) of Section 6.01(b5.02(a), shall not exceed 15% of Consolidated Net Worth, as reflected in the most recent financial statements delivered pursuant to Section 5.01(d)(i) and (ii);
(iviii) Indebtedness (including, without limitation, Capital Lease Obligations) secured of Subsidiaries that are special-purpose business trusts under trust preferred securities that are guaranteed by Liens permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000Borrower;
(cix) Indebtedness of any Subsidiary owed to the Borrower or any other Guarantors so long as such Subsidiary;
(d) 's guaranty remains in effect for so long as such Indebtedness of the Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of the Acquisitionis outstanding; and
(ex) additional Indebtedness of under the Subsidiaries in an aggregate principal amount (for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) the aggregate principal amount of Indebtedness secured by Liens permitted solely by clause (e) of Section 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) Revolving Credit Agreement and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000Master LC Facility Agreement.
Appears in 1 contract
Sources: Senior Unsecured Credit Facility Agreement (Halliburton Co)