Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except: (a) the Obligations; (b) accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business; (c) Indebtedness secured by Permitted Liens; (d) obligations under Interest Hedge Agreements with respect to the Loans; (e) Indebtedness of the Borrower or any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereof; (f) Indebtedness incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse to the Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary; (g) Capitalized Lease Obligations not to exceed in the aggregate at any one time outstanding $1,000,000; and (h) Indebtedness of the Borrower or any of its Restricted Subsidiaries incurred in connection with an Acquisition; provided that (i) such Indebtedness (A) is owed to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants contained in this Agreement.
Appears in 2 contracts
Sources: Loan Agreement (American Radio Systems Corp /Ma/), Loan Agreement (American Tower Systems Corp)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (other than the Obligations described in Section 7.1(d) below);
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;; 52
(c) Indebtedness secured by Permitted Liens;
(d) obligations Obligations under Interest Hedge Agreements with respect to having a notional principal amount of not more than $125,000,000 in the Loansaggregate;
(e) Indebtedness of the Borrower or any of its the Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Indebtedness incurred by any Unrestricted Subsidiary; for Money Borrowed of the Borrower which is pari passu with the Obligations in an aggregate principal amount not to exceed $100,000,000, provided that (i) such Indebtedness for Money Borrowed is non-recourse issued under and governed by this Agreement pursuant to an amendment to this Agreement which is in form and substance satisfactory to the Majority Banks and (ii) both before and after giving effect to the incurrence of such Indebtedness for Money Borrowed, the Borrower or any shall be in compliance with the terms of its Restricted Subsidiaries this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary7.12 hereof;
(g) Unsecured Subordinated Debt of the Borrower issued pursuant to the 1995 Indenture, the A+ Indenture, the 1997 Indenture, following the ProNet Merger Date, unsecured Subordinated Debt of ProNet Inc. under the ProNet Indenture and other unsecured Subordinated Debt (including, without limitation, seller notes issued in conjunction with Acquisitions permitted under Section 7.6 hereof), provided that (i) such Subordinated Debt is subordinated to the prior payment and performance of the Obligations on terms satisfactory to the Majority Banks, (ii) under the terms of such Subordinated Debt there shall be no payment or prepayment of principal in respect thereof prior to the first anniversary of the Maturity Date, and (iii) both before and after giving effect to the incurrence of such Subordinated Debt, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof, and the Borrower shall have delivered to the Banks pro forma projections satisfactory to the Majority Banks demonstrating such compliance through the Maturity Date; and
(h) Other unsecured Indebtedness, including, without limitation, Indebtedness under Capitalized Lease Obligations which does not to exceed $10,000,000 in the aggregate at any one time outstanding $1,000,000; and
(h) Indebtedness of the Borrower or any of its Restricted Subsidiaries incurred in connection with an Acquisition; provided that (i) such Indebtedness (A) is owed to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants contained in this Agreementoutstanding.
Appears in 2 contracts
Sources: Loan Agreement (Metrocall Inc), Loan Agreement (Metrocall Inc)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (other than the Obligations described in Section 7.1(d) below);
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations Obligations under Interest Hedge Agreements with respect to having a notional principal amount of not more than $125,000,000 in the Loansaggregate;
(e) Indebtedness of the Borrower or any of its the Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Indebtedness incurred by any Unrestricted Subsidiary; for Money Borrowed of the Borrower which is pari passu with the Obligations in an aggregate principal amount not to exceed $100,000,000, provided that (i) such Indebtedness for Money Borrowed is non-recourse issued under and governed by this Agreement pursuant to an amendment to this Agreement which is in form and substance satisfactory to the Majority Banks and (ii) both before and after giving effect to the incurrence of such Indebtedness for Money Borrowed, the Borrower or any shall be in compliance with the terms of its Restricted Subsidiaries this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary7.12 hereof;
(g) Unsecured Subordinated Debt of the Borrower issued pursuant to the 1995 Indenture, the A+ Indenture, the ProNet Indenture and other unsecured Subordinated Debt (including, without limitation, seller notes issued in conjunction with Acquisitions permitted under Section 7.6 hereof), provided that (i) such Subordinated Debt is subordinated to the prior payment and performance of the Obligations on terms satisfactory to the Majority Banks, (ii) under the terms of such Subordinated Debt there shall be no payment or prepayment of principal in respect thereof prior to the first anniversary of the Maturity Date, and (iii) both before and after giving effect to the incurrence of such Subordinated Debt, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof, and the Borrower shall have delivered to the Banks pro forma projections satisfactory to the Majority Banks demonstrating such compliance through the Maturity Date; and
(h) Other unsecured Indebtedness, including, without limitation, Indebtedness under Capitalized Lease Obligations which does not to exceed $10,000,000 in the aggregate at any one time outstanding $1,000,000; and
(h) Indebtedness of the Borrower or any of its Restricted Subsidiaries incurred in connection with an Acquisition; provided that (i) such Indebtedness (A) is owed to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants contained in this Agreementoutstanding.
Appears in 2 contracts
Sources: Loan Agreement (Metrocall Inc), Loan Agreement (Metrocall Inc)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower or any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereof;
(f) Indebtedness incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse to the Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary;; and
(g) Capitalized Lease Obligations not to exceed in the aggregate at any one time outstanding $1,000,000; and
(h) Indebtedness of the Borrower or any of its Restricted Subsidiaries incurred in connection with an Acquisition; provided that (i) such Indebtedness (A) is owed to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants contained in this Agreement.
Appears in 2 contracts
Sources: Loan Agreement (American Radio Systems Corp /Ma/), Loan Agreement (American Tower Systems Corp)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower Borrower, or of any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary Subsidiary, so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereof;
(f) Indebtedness incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse to the Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted SubsidiaryIncremental Facility;
(gi) Capitalized Lease Obligations secured Indebtedness of the Borrower which does not to exceed $10,000,000 in the aggregate at any one time outstanding outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $1,000,00025,000,000 in the aggregate at any one time outstanding; andPROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Restricted Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in connection with an Acquisition; provided that (i) which neither the Borrower nor such Indebtedness (A) is owed to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal Subsidiary had at any time prior to the full payment of the Obligationssuch purchase any interest other than a security interest or an interest as lessee under an operating lease, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and or (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants contained in this AgreementCapitalized Lease Obligations.
Appears in 2 contracts
Sources: Loan Agreement (Rural Cellular Corp), Loan Agreement (Rural Cellular Corp)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted LiensLiens which, together with Indebtedness permitted under Sections 7.1(f), (g), (h) and (i) (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections), shall not exceed $5,000,000.00 in the aggregate at any time outstanding;
(d) obligations under Interest Rate Hedge Agreements with respect to the LoansAgreements;
(e) unsecured Indebtedness of the Borrower or any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary of the Borrower so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Guaranties constituting Indebtedness permitted under Section 7.5 hereof which, together with Indebtedness permitted under Sections 7.1(c), (g), (h) and (i), (other than obligations incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse pursuant to the Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests an Acquisition as may be permitted in such Unrestricted SubsidiarySections) shall not exceed $5,000,000.00 in the aggregate at any time outstanding;
(g) with respect to any personal property, any conditional sale obligation, any purchase money obligation, any rental obligation, any purchase money security interest or any other arrangement for the use of personal property of any other Person, which in any such case has an unexpired term of not less than one (1) year, other than an arrangement constituting a Capitalized Lease Obligations Obligation, provided that the aggregate amount payable by the Borrower and its Subsidiaries pursuant to all such arrangements in any fiscal year, together with Indebtedness permitted under Section 7.1(c), (f), (h) and (i), (other than obligations incurred pursuant to a Permitted Acquisition as may be permitted in such Sections) shall not to exceed $5,000,000.00 in the aggregate at any one time outstanding $1,000,000; andoutstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(h) Indebtedness any lease or rental obligation for real property which has an unexpired term of not less than one (1) year, provided that the aggregate amount payable in respect of all such arrangements by the Borrower or and its Subsidiaries in any of its Restricted Subsidiaries incurred in connection fiscal year, together with an Acquisition; provided that Indebtedness permitted under Sections 7.1(c), (f), (g) and (i) (other than obligations incurred pursuant to a Permitted Acquisition as may be permitted in such Sections) shall not exceed $5,000,000.00 in the aggregate at any time outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(i) Capitalized Lease Obligations, provided that the aggregate amount payable by the Borrower and its Subsidiaries in respect of all such Capitalized Lease Obligations in any fiscal year, together with Indebtedness permitted under Sections 7.1(c), (Af), (g) is owed and (h), (other than obligations incurred pursuant to a Permitted Acquisition as may be permitted in such Sections) shall not exceed $5,000,000.00 in the aggregate at any time outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof; -72- 79
(j) Subordinated Debt incurred pursuant to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment terms of the ObligationsSubordinated Note Indenture as in effect on the date hereof in a principal amount not to exceed $160,000,000, (D) or Indebtedness incurred in refinancing such Subordinated Debt, provided such refinancing Indebtedness is subject to on terms and conditions and subordination provisions which are acceptable satisfactory to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants contained in this Agreement.Required Lenders; and
Appears in 1 contract
Sources: Loan Agreement (Gray Communications Systems Inc /Ga/)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower Borrower, or of any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary Subsidiary, so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereof;
(f) Indebtedness incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse to the Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted SubsidiaryIncremental Facility;
(g) Capitalized Lease Obligations (i) secured Indebtedness of the Borrower which does not to exceed $10,000,000 in the aggregate at any one time outstanding outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $1,000,00025,000,000 in the aggregate at any one time outstanding; andprovided, however, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), plus (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; provided, however, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Restricted Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in connection with an Acquisition; provided that (i) which neither the Borrower nor such Indebtedness (A) is owed to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal Subsidiary had at any time prior to the full payment of the Obligationssuch purchase any interest other than a security interest or an interest as lessee under an operating lease, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and or (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants contained in this AgreementCapitalized Lease Obligations.
Appears in 1 contract
Sources: Loan Agreement (Rural Cellular Corp)
Indebtedness of the Borrower and its Subsidiaries. The ------------------------------------------------- Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations, the "Obligations" under the ATS Facility A Loan Agreement, and the "Obligations" under the ATS Facility B Loan Agreement;
(b) accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower or any of its Restricted Subsidiaries Subsidiary to the Borrower or any other Restricted Subsidiary so long as Subsidiary; provided, however, that the corresponding debt -------- ------- instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereof;
(f) Indebtedness incurred by any Unrestricted Subsidiary; provided provided, -------- however, that such Indebtedness is non-recourse to the Borrower or any of its ------- Restricted Subsidiaries Subsidiary and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' Subsidiary's equity interests in such Unrestricted Subsidiary;
(g) Capitalized Lease Obligations of any Restricted Subsidiary not to exceed in the aggregate at any one time outstanding $1,000,0005,000,000; and
(h) Indebtedness of the Borrower or any of its Restricted Subsidiaries Subsidiary incurred in connection with an Acquisition; provided provided, however, that (i) such Indebtedness (A) is owed -------- ------- to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks Lenders on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 25,000,000, and (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) ), in pro forma compliance with all of the covenants contained in this Agreement.
Appears in 1 contract
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (other than the Obligations described in Section 7.1(c) below);
(b) accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(dc) obligations under Interest Rate Hedge Agreements with respect to having a notional principal amount of not more than fifty percent (50%) of the LoansAccommodations in the aggregate outstanding at any time;
(ed) Indebtedness of the Borrower or any of its Restricted wholly-owned Subsidiaries to any other wholly-owned Subsidiary of the Borrower or any other Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Obligations;
(e) Indebtedness is expressly permitted pursuant of any of wholly-owned Subsidiaries of the Borrower to Section 7.5 hereofthe Borrower so long as the corresponding debt instruments are pledged to the Agent as security for the Obligations;
(f) Indebtedness incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse to the Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary;
(g) Capitalized Lease Obligations in an aggregate amount not to exceed in the aggregate $500,000 at any one time outstanding $1,000,000outstanding; and
(hg) Indebtedness of the Borrower or any of its Restricted Subsidiaries incurred in connection with an Acquisition; provided that to PageNet Canada so long as (i) such the Indebtedness (A) is owed to the seller thereofnot secured by any Lien, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) the Borrower iscorresponding debt instruments are assigned to the Agent as security for the PageNet Canada Obligations, at the time of incurrence of and (iii) any such Indebtedness (is fully postponed to the Obligations. In this regard, prior to incurring any such Indebtedness, the Agent shall receive a specific assignment of receivables from PageNet Canada, which will include a postponement from PageNet Canada, together with any additional documentation and after giving effect thereto) opinions required by the Agent, all in pro forma compliance with all of form and substance satisfactory to the covenants contained Agent, in this Agreementits sole discretion.
Appears in 1 contract
Sources: Loan Agreement (Paging Network Inc)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness exceptexcept that the Borrower and its Subsidiaries may incur the following Indebtedness:
(a) the Obligations;
(b) accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower or of any of its Restricted Subsidiaries owing to the Borrower or any other Restricted Subsidiary so long as such Indebtedness is (i) owing by a Credit Party to another Credit Party, (ii) owing by a non-Credit Party to a Credit Party to the extent permitted under Section 7.6, (iii) owing by a non-Credit Party to another non-Credit Party, or (iv) subordinated to the Obligations in a manner satisfactory to the Administrative Agent and the corresponding debt instruments instruments, if any, held by the Borrower or a Guarantor are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereofObligations;
(c) Capital Lease Obligations and Indebtedness incurred to finance the purchase, construction or development of fixed assets and Indebtedness secured by purchase money Liens permitted under clause (f) Indebtedness incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse to of the Borrower or any definition of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary;
(g) Capitalized Lease Obligations Permitted Liens not to exceed in the aggregate at any one time outstanding $1,000,00010,000,000;
(i) Guaranties by the Borrower of Indebtedness of a Subsidiary of the Borrower and Guaranties by a Subsidiary of the Borrower of Indebtedness of the Borrower or any other Subsidiary of the Borrower, in each case, to the extent such Indebtedness is permitted to be incurred pursuant to this Section 7.1; andprovided, that if the Indebtedness that is being Guaranteed is unsecured and/or subordinated to the Obligations, the Guaranty shall also be unsecured and/or subordinated; (ii) Guaranties incurred in the ordinary course of business and which are not Indebtedness for Money Borrowed; (iii) Guaranties permitted under Section 7.5 and (iv) Guaranties that are Investments permitted under Section 7.6.
(i) Interest Hedge Agreements entered into in order to manage existing or anticipated interest rate risks not for speculative purposes and (ii) Other Hedging Agreements entered into for bona fide hedging activities and not for speculative purposes;
(f) Guaranty obligations incurred in the ordinary course of business in respect of obligations of suppliers, customers, franchisees, lessors (including guaranties of real estate leases) and licensees of the Borrower and its Subsidiaries;
(g) Indebtedness outstanding on the date hereof and listed on Schedule 7.1 and Refinancing Indebtedness with respect thereto;
(h) Indebtedness of a Person at the time such Person was acquired pursuant to a Permitted Acquisition (so long as such Indebtedness was not incurred in anticipation of such Acquisition) in an aggregate principal amount not to exceed $15,000,000 in the aggregate for all such Persons at any one time outstanding;
(i) unsecured Indebtedness incurred by the Borrower or a Guarantor under customary agreements consisting of indemnification, seller notes, earn-outs, adjustment of purchase price or other similar obligations entered into in connection with Permitted Acquisitions and asset dispositions permitted hereunder; provided, however, that the aggregate principal amount of such seller notes or similar obligations outstanding (which for the avoidance of doubt does not include indemnification obligations, earn-outs, adjustments of purchase price or any other contingent obligations (whether or not such contingency has been satisfied subsequent to the consummation of such Permitted Acquisition)) shall not exceed $3,000,000 at any time;
(j) cash management obligations (including, credit cards, credit card processing, debit or purchase cards) and other Indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts;
(k) Indebtedness under performance bonds or reimbursement obligations with respect to letters of credit with respect to workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance of the Borrower or its Subsidiaries, in each case incurred in the ordinary course of business;
(l) Indebtedness of the Borrower and its Subsidiaries in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case provided in the ordinary course of business including those incurred to secure health, safety and environmental obligations in the ordinary course of business;
(m) Indebtedness representing deferred compensation or reimbursable expenses owed to employees, officers, consultants and directors of the Borrower or any of its Subsidiaries in the ordinary course of business;
(n) Indebtedness of the Borrower or any of its Restricted Subsidiaries incurred as an account party in connection with an Acquisition; provided that respect of (i) such Indebtedness (A) is owed to trade letters of credit issued in the seller thereofordinary course of business, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) trade accounts payable and accrued expenses incurred in the Borrower isordinary course of business;
(o) Indebtedness owed to an insurance company or an affiliate thereof for the financing of insurance premiums;
(p) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; provided that any such Indebtedness denominated in a currency other than U.S. Dollars will, for purposes of this clause (p), be deemed to be outstanding in an amount equal to the U.S. Dollar equivalent of the amount thereof at the time of incurrence of such incurrence;
(q) other Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants contained Borrower and its Domestic Subsidiaries not to exceed in this Agreementthe aggregate principal amount at any one time outstanding the greater of (x) $10,000,000 and (y) 15% of Consolidated EBITDA; and
(r) Indebtedness incurred pursuant to a Receivables Facility permitted hereunder; provided that the Attributable Receivables Indebtedness thereunder, together with the aggregate face amount of Receivables sold for the most recently ended four (4) consecutive Fiscal Quarters pursuant to Factoring Transactions under Section 7.4(a)(vi), shall not exceed $20,000,000 at any time outstanding.
Appears in 1 contract
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations Obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower or any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereof;
(f) Other Indebtedness incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse to the Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary;
(g) Capitalized Lease Obligations which does not to exceed $5,000,000 in the aggregate at any one time outstanding $1,000,000outstanding; and
provided such additional Indebtedness is (hi) purchase money Indebtedness of the Borrower or any of its Restricted Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in connection with which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an Acquisition; provided that interest as lessee under an operating lease, or (ii) Capitalized Lease Obligations;
(i) such Other secured Indebtedness (A) is owed to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions Borrower which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and in the aggregate at any one time outstanding, and/or (ii) other unsecured Indebtedness of the Borrower iswhich does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $5,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the time Administrative Agent; and
(h) Obligations arising out of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance switch user agreements with all of the covenants contained in this AgreementSwitch 2000.
Appears in 1 contract
Sources: Loan Agreement (Rural Cellular Corp)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (other than the Obligations described in Section 7.1(c) below);
(b) accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(dc) obligations under Interest Rate Hedge Agreements with respect to having a notional principal amount of not more than fifty percent (50%) of the LoansAccommodations in the aggregate outstanding at any time;
(ed) Indebtedness of the Borrower or any of its Restricted wholly-owned Subsidiaries to any other wholly-owned Subsidiary of the Borrower or any other Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Obligations;
(e) Indebtedness is expressly permitted pursuant of any of wholly-owned Subsidiaries of the Borrower to Section 7.5 hereofthe Borrower so long as the corresponding debt instruments are pledged to the Agent as security for the Obligations;
(f) Indebtedness incurred by Capitalized Lease Obligations in an aggregate amount not to exceed $500,000 at any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse to the Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiarytime outstanding;
(g) Capitalized Lease Obligations Indebtedness of the Borrower to MadTel Holdings so long as (i) the Indebtedness is not secured by any Lien, (ii) the corresponding debt instruments are assigned to exceed the Agent as security for the MadTel Holdings Obligations, and (iii) any such Indebtedness is fully postponed to the Obligations. In this regard, prior to incurring any such Indebtedness, the Agent shall receive a specific assignment of receivables from MadTel Holdings, which will include a postponement from MadTel Holdings, together with any additional documentation and opinions required by the Agent, all in form and substance satisfactory to the aggregate at any one time outstanding $1,000,000Agent, in its sole discretion; and
(h) Indebtedness of the Borrower to PNII, PNNV or any of its Restricted Subsidiaries incurred in connection with an Acquisition; provided that PNCHI so long as (i) such Indebtedness (A) the Borrower is owed to a wholly-owned Subsidiary of PNII, PNNV or PNCHI, as the seller thereofcase may be, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) the Borrower isIndebtedness is not secured by any Lien, at (iii) the time Agent receives a limited recourse guaranty from PNII, PNNV or PNCHI, as the case may be, (iv) the corresponding debt instruments are assigned to the Agent as security for the obligations of incurrence of PNII, PNNV or PNCHI, as the case may be, under their respective guaranties, (v) any such Indebtedness is fully postponed to the Obligations, and (vi) the Agent shall have received any additional documentation and after giving effect thereto) opinions which it deems appropriate in pro forma compliance with all respect of, inter alia, corporate existence, and due authorization, execution, delivery and enforceability of the covenants contained guaranties referred to in this AgreementSection 7.1(h). In this regard, prior to incurring any such Indebtedness, the Agent shall receive a limited recourse guaranty from the creditors referred to in this Section 7.1(h), which will include an assignment and postponement from such creditors, together with any additional documentation and opinions required by the Agent, all in form and substance satisfactory to the Agent, in its sole discretion.
Appears in 1 contract
Sources: Loan Agreement (Paging Network Inc)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (other than the Obligations described in Section 7.1(d) below);
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations Obligations under Interest Rate Hedge Agreements with respect to having a notional principal amount of not more than $125,000,000 in the Loansaggregate;
(e) Indebtedness of the Borrower or any of its the Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Indebtedness incurred by any Unrestricted Subsidiary; for Money Borrowed of the Borrower which is pari passu with the Obligations in an aggregate principal amount not to exceed $100,000,000, provided that (i) such Indebtedness for Money Borrowed is non-recourse issued under and governed by this Agreement pursuant to an amendment to this Agreement which is in form and substance satisfactory to the Majority Lenders and (ii) both before and after giving effect to the incurrence of such Indebtedness for Money Borrowed, the Borrower or any shall be in compliance with the terms of its Restricted Subsidiaries this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary7.12 hereof;
(g) Unsecured Subordinated Debt of the Borrower issued pursuant to the 1995 Indenture, the A+ Indenture, the ProNet Indenture, the 1997 Indenture, the 1998 Indenture and other unsecured Subordinated Debt (including, without limitation, seller notes issued in conjunction with Acquisitions permitted under Section 7.6 hereof), provided that (i) such Subordinated Debt is subordinated to the prior payment and performance of the Obligations on terms satisfactory to the Majority Lenders, (ii) under the terms of such Subordinated Debt there shall be no payment or prepayment of principal in respect thereof prior to the first anniversary of the Maturity Date, and (iii) both before and after giving effect to the incurrence of such Subordinated Debt, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof, and the Borrower shall have delivered to the Lenders pro forma projections satisfactory to the Majority Lenders demonstrating such compliance through the Maturity Date; and
(h) Other unsecured Indebtedness, including, without limitation, Indebtedness under Capitalized Lease Obligations which does not to exceed $10,000,000 in the aggregate at any one time outstanding $1,000,000; and
(h) Indebtedness of the Borrower or any of its Restricted Subsidiaries incurred in connection with an Acquisition; provided that (i) such Indebtedness (A) is owed to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants contained in this Agreementoutstanding.
Appears in 1 contract
Sources: Loan Agreement (Metrocall Inc)
Indebtedness of the Borrower and its Subsidiaries. The ------------------------------------------------- Borrower shall not, and shall not permit any cause each of its Subsidiaries not to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(ai) the The Obligations, including any Additional Facility Indebtedness;
(bii) Current accounts payable, accrued expenses (including taxes) and expenses, customer advance payments payments, and other contractual obligations incurred in the ordinary course of business;
(ciii) Capitalized Lease Obligations in an amount for the Borrower on a consolidated basis with its Subsidiaries not in excess of $40,000,000 in the aggregate at any one time outstanding;
(iv) Indebtedness secured by Permitted Liens;
(dv) obligations Obligations under Interest Hedge Agreements with respect pursuant to the LoansSection 5.11 hereof;
(evi) Indebtedness of the Borrower or any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereof;
(f) Indebtedness incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse to the Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary;
(g) Capitalized Lease Obligations not to exceed in the aggregate at any one time outstanding $1,000,000; and
(h) Indebtedness favor of the Borrower or any of its Restricted Subsidiaries incurred in connection with an Acquisition; Subsidiary;
(a) On and after the Merger Date, (x) CRBC Subordinated Indebtedness (provided that any financial covenants set forth in the documents governing the CRBC Subordinated Indebtedness which are more restrictive than the financial covenants set forth in this Article 7 shall be amended to be no more restrictive prior to such assumption of the CRBC Subordinated Indebtedness), or (iy) such any Subordinated Indebtedness issued solely to refinance the CRBC Subordinated Indebtedness and which does not increase the principal amount thereof, and (b) additional Subordinated Indebtedness (A) is owed to the seller thereof, (B) is including unsecured, (C) has no scheduled payment subordinated Guaranties of principal prior to Subordinated Indebtedness issued by the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect theretoParent Company) in pro forma compliance with all of the covenants contained in this Agreement.an aggregate principal amount not exceeding $600,000,000 at any one time outstanding; and
Appears in 1 contract
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness exceptexcept and so long as no Default then exists or would be caused thereby:
(a) The Obligations and the "Obligations" under the Facility B Loan Agreement;
(b) Current accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;
(c) Capitalized Lease Obligations in an amount for the Borrower on a consolidated basis with its Subsidiaries not in excess, together with the Indebtedness permitted under subsections (e), (h) and (j) of this Section 7.1, of $50,000,000.00 in the aggregate at any one time outstanding;
(d) Unsecured Subordinated Debt of the Borrower (including, without limitation, seller notes issued in conjunction with Acquisitions permitted under Section 7.6 hereof), provided that (i) such Subordinated Debt is subordinated to the prior payment and performance of the Obligations, (ii) under the terms of such Subordinated Debt there shall be no mandatory payment or mandatory prepayment of principal in respect thereof prior to one (1) year following the Facility A Maturity Date, (iii) such Subordinated Debt contains terms and conditions no more onerous than contained herein, (iv) such Subordinated Debt has no benefit of any Guaranty and (v) both before and after giving effect to the incurrence of such Subordinated Debt, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.7, 7.8, 7.9, 7.10, 7.11 and 7.12 hereof, and the Borrower shall have delivered to the Lenders pro forma projections demonstrating such compliance;
(e) Indebtedness secured by Permitted Liens, provided that the aggregate amount of Capitalized Lease Obligations secured or deemed to be secured by such Permitted Liens does not exceed the threshold for Capital Lease Obligations set forth in Section 7.1(c) hereof, and so long as such Indebtedness secured by Permitted Liens, when added to all Indebtedness permitted under subsections (h) and (j) of this Section 7.1, does not exceed $25,000,000.00 in the aggregate;
(df) obligations Obligations under Interest Rate Hedge Agreements with respect to the Loans;
(eg) Indebtedness of the Borrower or any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section under Sections 7.5 and 7.15 hereof;,
(fh) Other Indebtedness incurred by any Unrestricted Subsidiary; provided that such which, together with the other Indebtedness is non-recourse referred to the Borrower or any of its Restricted Subsidiaries in subsections (e) and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary;
(gj) Capitalized Lease Obligations above, does not to exceed $25,000,000.00 in the aggregate at any one time outstanding $1,000,000outstanding; and
provided such additional Indebtedness is either (ha) purchase money Indebtedness of the Borrower or any of its Restricted Subsidiaries that, within thirty (30) days of such purchase, is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in connection with which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an Acquisition; provided interest as lessee under an operating lease or (b) Indebtedness to finance the purchase of subscriber equipment, such as cellular mobile telephones, cellular portable telephones, speakers, mounting hardware, subscriber test equipment and similar equipment purchased by the Borrower or a Subsidiary in the ordinary course of business of such Person, to the extent that the subscriber equipment financed thereby (x) has been sold to customers of the Borrower or any Subsidiary and (y) the sales price thereof to any such customer has been financed by the Borrower or such Subsidiary;
(i) such Investments permitted by Section 7.6 hereof in the form of unsecured Indebtedness; and
(j) Other unsecured Indebtedness in an amount for the Borrower on a consolidated basis with its Subsidiaries not in excess, together with the Indebtedness permitted under subsections (Ae) is owed to the seller thereof, and (Bh) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed 7.1, of $5,000,000 and (ii) 25,000,000.00 in the Borrower is, aggregate at the any one time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants contained in this Agreementoutstanding.
Appears in 1 contract
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower Borrower, or of any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary Subsidiary, so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereof;
(f) other Indebtedness incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse to the Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary;
(g) Capitalized Lease Obligations which does not to exceed $5,000,000 in the aggregate at any one time outstanding $1,000,000outstanding; and
PROVIDED, HOWEVER, that such additional Indebtedness is (hi) purchase money Indebtedness of the Borrower or any of its Restricted Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in connection with which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an Acquisitioninterest as lessee under an operating lease, or (ii) Capitalized Lease Obligations;
(g) the Incremental Facility; provided PROVIDED, HOWEVER, that prior to and at all times after giving effect to (i) such each advance under the Incremental Facility and (ii) Indebtedness (A) is owed to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding permitted under this Section 7.1(h) hereof, the Borrower and its Subsidiaries shall be in compliance with all covenants contained in Articles 5, 6 and 7 hereof;
(i) other secured Indebtedness of the Borrower which does not exceed $5,000,000 in the aggregate at any one time outstanding, and/or (ii) other unsecured Indebtedness of the Borrower which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(h), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(h) shall not exceed $5,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(i) Subordinated Indebtedness (including, without limitation, the Subordinated Notes) in an aggregate principal amount not to exceed $200,000,000, and (ii) the Borrower ispaid-in-kind preferred equity (including, at the time of incurrence of such Indebtedness (and after giving effect theretowithout limitation, Preferred Stock) in pro forma compliance an aggregate amount not to exceed $150,000,000 in original issue amount, in each case, on terms and conditions satisfactory to the Majority Lenders; and
(j) obligations under switch user agreements with all of the covenants contained in this AgreementSwitch 2000.
Appears in 1 contract
Sources: Loan Agreement (Rural Cellular Corp)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (other than the Obligations described in Section 7.1(d) below);
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations Obligations under Interest Rate Hedge Agreements with respect to having a notional principal amount of not more than $125,000,000 in the Loansaggregate;
(e) Indebtedness of the Borrower or any of its the Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Indebtedness incurred by any Unrestricted Subsidiary; for Money Borrowed of the Borrower which is pari passu with the Obligations in an aggregate principal amount not to exceed $100,000,000, provided that (i) such Indebtedness for Money Borrowed is non-recourse issued under and governed by this Agreement pursuant to an amendment to this Agreement which is in form and substance satisfactory to the Majority Lenders and (ii) both before and after giving effect to the incurrence of such Indebtedness for Money Borrowed, the Borrower or any shall be in compliance with the terms of its Restricted Subsidiaries this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary7.12 hereof;
(g) Unsecured Subordinated Debt of the Borrower issued pursuant to the 1995 Indenture, the A+ Indenture, the ProNet Indenture, the 1997 Indenture, the 1998 Indenture and other unsecured Subordinated Debt (including, without limitation, seller notes issued in conjunction with Acquisitions permitted under Section 7.6 hereof), provided that (i) such Subordinated Debt is subordinated to the prior payment and performance of the Obligations on terms satisfactory to the Majority Lenders, (ii) under the terms of such Subordinated Debt there shall be no payment or prepayment of principal in respect thereof prior to the first anniversary of the Maturity Date and (iii) both before and after giving effect to the incurrence of such Subordinated Debt, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof, and the Borrower shall have delivered to the Lenders pro forma projections satisfactory to the Majority Lenders demonstrating such compliance through the Maturity Date; and
(h) Other unsecured Indebtedness, including, without limitation, Indebtedness under Capitalized Lease Obligations which does not to exceed $10,000,000 in the aggregate at any one time outstanding $1,000,000; and
(h) Indebtedness of the Borrower or any of its Restricted Subsidiaries incurred in connection with an Acquisition; provided that (i) such Indebtedness (A) is owed to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants contained in this Agreementoutstanding.
Appears in 1 contract
Sources: Loan Agreement (Metrocall Inc)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (excluding Interest Rate Hedge Obligations permitted pursuant to Section 7.1(d));
(b) accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted LiensLiens which, together with Indebtedness permitted under Sections 7.1(f), (g), (h) and (i) (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections), shall not exceed $30,000,000.00 in the aggregate at any time outstanding;
(d) obligations under Interest Rate Hedge Agreements with respect to the LoansAgreements;
(e) unsecured Indebtedness of the Borrower or any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary of the Borrower so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Guaranties constituting Indebtedness permitted under Section 7.5 hereof which, together with Indebtedness permitted under Sections 7.1(c), (g), (h) and (i), (other than obligations incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse pursuant to the Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests an Acquisition as may be permitted in such Unrestricted SubsidiarySections) shall not exceed $30,000,000.00 in the aggregate at any time outstanding;
(g) with respect to any Indebtedness relating to personal property, any conditional sale obligation, any purchase money obligation, any rental obligation, any purchase money security interest or any other arrangement for the use of personal property of any other Person, which in any such case has an unexpired term of not less than one (1) year, other than an arrangement constituting a Capitalized Lease Obligations Obligation, provided that the aggregate amount payable by the Borrower and its Subsidiaries pursuant to all such Indebtedness in any fiscal year, together with Indebtedness permitted under Section 7.1(c), (f), (h) and (i), (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections) shall not to exceed $30,000,000.00 in the aggregate at any time outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(h) any lease or rental obligation for real property which has an unexpired term of not less than one (1) year, provided that the aggregate amount payable in respect of all such arrangements by the Borrower and its Subsidiaries in any fiscal year, together with Indebtedness permitted under Sections 7.1(c), (f), (g) and (i) (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections) shall not exceed $30,000,000.00 in the aggregate at any time outstanding outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(i) Capitalized Lease Obligations, provided that the aggregate amount payable by the Borrower and its Subsidiaries in respect of all such Capitalized Lease Obligations in any fiscal year, together with Indebtedness permitted under Sections 7.1(c), (f), (g) and (h), (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections) shall not exceed $1,000,00030,000,000.00 in the aggregate at any time outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(j) (X) Subordinated Debt incurred pursuant to the terms of the Subordinated Note Indenture as in effect on the Agreement Date; and (Y) other Subordinated Debt incurred on terms and conditions satisfactory to the Co-Lead Arrangers (provided that any Subordinated Debt incurred on terms and conditions substantially similar to the Subordinated Note Indenture shall be deemed satisfactory to the Co-Lead Arrangers); provided, in each case, the Net Proceeds (Indebtedness) of such Subordinated Debt are applied pursuant to Section 2.7(b)(v) hereof, other than the Net Proceeds (Indebtedness) of any Subordinated Debt incurred to pay all or a portion of the purchase price in connection with an Acquisition or to consummate an Investment, in each case as permitted pursuant to Section 7.6; provided that (i) the Administrative Agent has received prior written notice of the incurrence of such Subordinated Debt at the time of any notice required pursuant to Section 7.6, (ii) such Subordinated Debt is incurred not more than 30 days prior to the consummation of such Acquisition or Investment and (iii) no Default or Event of Default has occurred and is continuing at the time of such incurrence or would exist after giving effect thereto;
(k) Indebtedness of the Borrower and its Subsidiaries existing as of the Agreement Date as set forth on Schedule 7 attached hereto;
(l) the Incremental Facility; and
(hm) Indebtedness incurred pursuant to the ▇▇▇▇▇▇ Agreement, in a principal amount not to exceed $20,000,000.00 in the aggregate at any time outstanding; provided such Indebtedness is purchase money Indebtedness of the Borrower or any of its Restricted Subsidiaries that within ninety (90) days of such purchase is incurred to finance part or all of (but not more than) the purchase price of Equipment (as defined in connection with an Acquisition; provided that (ithe ▇▇▇▇▇▇ Agreement) in which neither the Borrower nor such Indebtedness (A) is owed to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal Subsidiary had at any time prior to the full payment of the Obligations, (D) is subject to such purchase any interest other than a security interest or an interest as a lessee under an operating lease on terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants no more restrictive than those contained in this Agreementhereunder.
Appears in 1 contract
Sources: Loan Agreement (Gray Television Inc)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness exceptexcept and so long as no Default then exists or would be caused thereby:
(a) The Obligations and the "Obligations" under the Facility A Loan Agreement;
(b) Current accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;
(c) Capitalized Lease Obligations in an amount for the Borrower on a consolidated basis with its Subsidiaries not in excess, together with the Indebtedness permitted under subsections (e), (h) and (j) of this Section 7.1, of $50,000,000.00 in the aggregate at any one time outstanding;
(d) Unsecured Subordinated Debt of the Borrower (including, without limitation, seller notes issued in conjunction with Acquisitions permitted under Section 7.6 hereof), provided that (i) such Subordinated Debt is subordinated to the prior payment and performance of the Obligations, (ii) under the terms of such Subordinated Debt there shall be no mandatory payment or mandatory prepayment of principal in respect thereof prior to one (1) year following the latest potential Maturity Date, (iii) such Subordinated Debt contains terms and conditions no more onerous than contained herein, (iv) such Subordinated Debt has no benefit of any Guaranty and (v) both before and after giving effect to the incurrence of such Subordinated Debt, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.7, 7.8, 7.9, 7.10, 7.11 and 7.12 hereof, and the Borrower shall have delivered to the Lenders pro forma projections demonstrating such compliance;
(e) Indebtedness secured by Permitted Liens, provided that the aggregate amount of Capitalized Lease Obligations secured or deemed to be secured by such Permitted Liens does not exceed the threshold for Capital Lease Obligations set forth in Section 7.1(c) hereof, and so long as such Indebtedness secured by Permitted Liens, when added to all Indebtedness permitted under subsections (h) and (j) of this Section 7.1, does not exceed $25,000,000.00 in the aggregate;
(df) obligations Obligations under Interest Rate Hedge Agreements with respect to the Loans;
(eg) Indebtedness of the Borrower or any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section under Sections 7.5 and 7.15 hereof;,
(fh) Other Indebtedness incurred by any Unrestricted Subsidiary; provided that such which, together with the other Indebtedness is non-recourse referred to the Borrower or any of its Restricted Subsidiaries in subsections (e) and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary;
(gj) Capitalized Lease Obligations above, does not to exceed $25,000,000.00 in the aggregate at any one time outstanding $1,000,000outstanding; and
provided such additional Indebtedness is either (ha) purchase money Indebtedness of the Borrower or any of its Restricted Subsidiaries that, within thirty (30) days of such purchase, is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in connection with which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an Acquisition; provided interest as lessee under an operating lease or (b) Indebtedness to finance the purchase of subscriber equipment, such as cellular mobile telephones, cellular portable telephones, speakers, mounting hardware, subscriber test equipment and similar equipment purchased by the Borrower or a Subsidiary in the ordinary course of business of such Person, to the extent that the subscriber equipment financed thereby (x) has been sold to customers of the Borrower or any Subsidiary and (y) the sales price thereof to any such customer has been financed by the Borrower or such Subsidiary;
(i) such Investments permitted by Section 7.6 hereof in the form of unsecured Indebtedness; and
(j) Other unsecured Indebtedness in an amount for the Borrower on a consolidated basis with its Subsidiaries not in excess, together with the Indebtedness permitted under subsections (Ae) is owed to the seller thereof, and (Bh) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed 7.1, of $5,000,000 and (ii) 25,000,000.00 in the Borrower is, aggregate at the any one time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants contained in this Agreementoutstanding.
Appears in 1 contract
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (excluding Interest Rate Hedge Obligations permitted pursuant to Section 7.1(b)) and any Incremental Facility Loans permitted hereunder;
(b) accounts payable, accrued expenses Indebtedness incurred in connection with any Interest Rate Hedge Agreement (i) with a counterparty and upon terms and conditions (including taxesinterest rate) and customer advance payments incurred in reasonably satisfactory to the ordinary course Administrative Agent or (ii) required pursuant to Section 5.12; provided that any counterparty that is a Lender or an Affiliate of businessa Lender shall be deemed satisfactory to the Administrative Agent;
(c) Subordinated Indebtedness secured by Permitted Liensincurred on terms and conditions satisfactory to the Administrative Agent; provided that any Subordinated Indebtedness incurred to refinance, replace, renew or extend the Subordinated Indebtedness existing on the Agreement Date and that is on terms and conditions substantially similar to the Subordinated Indebtedness being refinanced, replaced, renewed or extended shall be deemed satisfactory to the Administrative Agent; and provided further that, in each case, the Net Proceeds (Indebtedness) of such Subordinated Indebtedness in excess of any such Subordinated Indebtedness being refinanced, replaced, renewed or extended in connection therewith, shall be applied pursuant to Section 2.6(b)(v), other than the Net Proceeds (Indebtedness) of any Subordinated Indebtedness incurred to pay all or a portion of the purchase price in connection with an Acquisition or to consummate an Investment, in each case as permitted pursuant to Section 7.6 (provided that (i) the Administrative Agent has received prior written notice of the incurrence of such Subordinated Indebtedness at the time of any notice required pursuant to Section 7.6, (ii) such Subordinated Indebtedness is incurred not more than 60 days prior to the consummation of such Acquisition or Investment and (iii) no Default or Event of Default has occurred and is continuing at the time of such incurrence or would exist after giving effect thereto);
(d) obligations under Interest Hedge Agreements Indebtedness existing on the Agreement Date and set forth on Schedule 6, and, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any refinancings, refundings, renewals or extensions thereof; provided that such refinancings, refundings, renewals or extensions shall be (A) no more restrictive on the Borrower and its Subsidiaries than the Indebtedness being refinanced, refunded, renewed or extended and (B) in an amount not greater than the amount outstanding at the time of such refinancing, refunding, renewal or extension plus an amount equal to a reasonable premium or other reasonable amount paid, and fees (including prepayment fees) and expenses reasonably incurred, in connection with respect to the Loans;such refinancing, refunding, renewal or extension; and
(e) Indebtedness of the Borrower or any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereof;
(f) Indebtedness incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse to the Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary;
(g) Capitalized Lease Obligations not to exceed in the aggregate at any one time outstanding $1,000,000; and
(h) Indebtedness of the Borrower or any of its Restricted Subsidiaries incurred in connection with an AcquisitionIndebtedness; provided that (i) such Indebtedness (A) is owed to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) its Subsidiaries shall be in pro forma compliance with all the financial covenant set forth in Section 7.8 both before and after giving effect to the incurrence of such Indebtedness, (ii) no Default or Event of Default has occurred and is continuing both before and after giving effect to the covenants contained incurrence of such Indebtedness and (iii) the Administrative Agent shall have approved the terms and conditions for each incurrence of Indebtedness in this Agreementexcess of $25,000,000 (other than Permitted Secured Indebtedness), which approval shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) accounts payable, accrued expenses (including taxes) and customer advance payments incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted LiensLiens which, together with Indebtedness permitted under Sections 7.1(f), (g), (h) and (i) (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections), shall not exceed $12,500,000.00 in the aggregate at any time outstanding;
(d) obligations under Interest Rate Hedge Agreements with respect to the LoansAgreements;
(e) unsecured Indebtedness of the Borrower or any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary of the Borrower so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Guaranties constituting Indebtedness permitted under Section 7.5 hereof which, together with Indebtedness permitted under Sections 7.1(c), (g), (h) and (i), (other than obligations incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse pursuant to the Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests an Acquisition as may be permitted in such Unrestricted SubsidiarySections) shall not exceed $12,500,000.00 in the aggregate at any time outstanding;
(g) with respect to any Indebtedness relating to personal property, any conditional sale obligation, any purchase money obligation, any rental obligation, any purchase money security interest or any other arrangement for the use of personal property of any other Person, which in any such case has an unexpired term of not less than one (1) year, other than an arrangement constituting a Capitalized Lease Obligations Obligation, provided that the aggregate amount payable by the Borrower and its Subsidiaries pursuant to all such Indebtedness in any fiscal year, together with Indebtedness permitted under Section 7.1(c), (f), (h) and (i), (other than obligations incurred pursuant to a Permitted Acquisition as may be permitted in such Sections) shall not to exceed $12,500,000.00 in the aggregate at any time outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(h) any lease or rental obligation for real property which has an unexpired term of not less than one (1) year, provided that the aggregate amount payable in respect of all such arrangements by the Borrower and its Subsidiaries in any fiscal year, together with Indebtedness permitted under Sections 7.1(c), (f), (g) and (i) (other than obligations incurred pursuant to a Permitted Acquisition as may be permitted in such Sections) shall not exceed $12,500,000.00 in the aggregate at any time outstanding outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(i) Capitalized Lease Obligations, provided that the aggregate amount payable by the Borrower and its Subsidiaries in respect of all such Capitalized Lease Obligations in any fiscal year, together with Indebtedness permitted under Sections 7.1(c), (f), (g) and (h), (other than obligations incurred pursuant to a Permitted Acquisition as may be permitted in such Sections) shall not exceed $1,000,00012,500,000.00 in the aggregate at any time outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(j) (X) Subordinated Debt incurred pursuant to the terms of the Subordinated Note Indenture as in effect on the Agreement Date or Indebtedness incurred in refinancing such Subordinated Debt, in a principal amount not to exceed (1) on or prior to September 30, 2002, $200,000,000 and (2) on or after October 1, 2002, $300,000,000, provided such refinancing Indebtedness is on terms and conditions satisfactory to the Co-Lead Arrangers; and (Y) other Subordinated Debt incurred on or after October 1, 2002 on terms and conditions satisfactory to the Co-Lead Arrangers in an aggregate principal amount, together with Subordinated Debt permitted under Section 7.1(j)(X) not to exceed $300,000,000.
(k) Indebtedness of the Borrower and its Subsidiaries existing as of the Agreement Date as set forth on Schedule 7 attached hereto;
(l) the Incremental Facility; and
(hm) Indebtedness incurred pursuant to the Harris Agreement, in a principal amount not to exceed $20,000,000.00 ▇▇ ▇▇▇ aggregate at any time outstanding; provided such Indebtedness is purchase money Indebtedness of the Borrower or any of its Restricted Subsidiaries that within ninety (90) days of such purchase is incurred to finance part or all of (but not more than) the purchase price of Equipment (as defined in connection with an Acquisition; provided that (ithe Harris Agreement) in which neither the Borrower nor such Indebtedness (A) is owed to the seller thereof, (B) is unsecured, (C) has no scheduled payment of principal Subsidiary h▇▇ ▇▇ any time prior to the full payment of the Obligations, (D) is subject to such purchase any interest other than a security interest or an interest as a lessee under an operating lease on terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $5,000,000 and (ii) the Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants no more restrictive than those contained in this Agreementhereunder.
Appears in 1 contract
Sources: Loan Agreement (Gray Communications Systems Inc /Ga/)