Debt. The Loan Parties will not incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt associated with bonds or other surety obligations in connection with (i) obligations or liabilities arising in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal. (c) endorsements of negotiable instruments for collection in the ordinary course of business. (d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement. (e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes. (f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired. (g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding. (h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 2 contracts
Samples: Credit Agreement (LRR Energy, L.P.), Credit Agreement (LRR Energy, L.P.)
Debt. The Loan Parties Parent Guarantor and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents.
(b) Debt associated with bonds under Capital Leases or other surety obligations in connection with that constitutes Purchase Money Indebtedness; provided that the sum of (i) obligations or liabilities arising the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding shall not exceed $50,000,000 in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appealaggregate.
(c) endorsements of negotiable instruments for collection in intercompany Debt owing by the ordinary course of businessBorrower or any Guarantor to the Borrower or any Guarantor.
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted constituting a guaranty by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one any other Credit Party of its Wholly-Owned Subsidiaries, and, provided further, that any such other Debt owed by either the Borrower or a Guarantor shall permitted to be subordinated to the Obligations on terms set forth in the Guaranty Agreementincurred under this Section 9.02.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Existing Senior Unsecured Notes”), Notes and any guarantees thereofrelated Existing Senior Notes Debt; provided that that, solely with respect to Senior Notes and related Senior Note Debt (iother than the Existing Senior Notes) issued after the Effective Date, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Senior Unsecured Notes on a Borrower is in pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01..
(f) Debt that represents an extension, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Daterefinancing, (iii) no scheduled payment or renewal of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all any of the covenants and events of default governing such Existing Senior Notes Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of or Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted issued pursuant to Section 2.07(e9.02(hg) or (ji); provided that, and (vii) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
Debt is not increased (fother than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 except in aggregate compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e) and subject to Section 2.07(e) hereof), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Existing Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Existing Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at any one time outstanding least as favorable to the Administrative Agent and whichthe Lenders as those that were applicable to the refinanced, at the time incurredrenewed, or extended Debt, (iv) such Debt is not reasonable anticipated guaranteed by or otherwise have recourse to extend beyond any obligors not obligated on the useful life of Debt being refinanced and (iv) such Debt does not otherwise have a payment priority senior in any way to the Property leased or acquiredDebt being refinanced.
(g) other Debt not to exceed $10,000,000 in so long as arising under the Term Loan Documents; provided that the aggregate principal amount of all such Debt described in this Section 9.02(g) at any one time outstandingoutstanding does not exceed $50,000,000 in the aggregate amount of the Term Loan Exposure on the Third Amendment Effective Date plus any increase in the principal amount due to interest paid in kind or capitalized.
(h) on Debt arising under the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.Term Loan Documents;
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents, and any deferred put premiums associated with Swap Agreements entered into with an Approved Counterparty.
(b) Debt associated with bonds of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than sixty (ii60) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt (including guarantees) under Capital Leases, provided that the aggregate amount of such Debt and Debt incurred pursuant to Sections 9.02(k) and (l) does not exceed $50,000,000 at any one time outstanding.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business.
(h) Debt under any Senior Notes outstanding on the Effective Date and any Permitted Refinancing Debt in respect thereof.
(i) Debt under any Senior Notes issued after the Effective Date, provided that (1) at the principal amount does not exceed $300,000,000 time of incurring such Debt (“Senior Unsecured Notes”), a) no Default has occurred and any guarantees thereof; provided that is then continuing and (ib) no Default would result from the incurrence of such Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (ii2) the Senior Unsecured Notes remain unsecured such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii3) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following such Debt does not mature sooner than one year after the Maturity Date, (iv4) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all terms of the covenants and events of default governing such Debt are not materially more restrictive with respect to the Borrower and its Subsidiaries onerous, taken as a whole, than the covenants terms of this Agreement and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to other Loan Documents, (5) such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive any guarantees thereof are on prevailing market terms for purposes of this clause, similar situated companies and (v6) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant as contemplated by Section 2.07(d) and the Borrower makes any prepayment required under Section 3.04(c)(iii).
(j) Debt incurred to Section 2.07(e)finance insurance premiums.
(k) Debt incurred solely for the purpose of financing the acquisition, and construction or improvement of any fixed or capital assets, including Debt assumed in connection with the acquisition of such assets; provided that (vii) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (fii) the aggregate amount of such Debt under Capital Leases or purchase money and Debt incurred pursuant to Sections 9.02(d) and (l) does not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount 50,000,000 at any one time outstanding.
(hl) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution other Debt, provided that the aggregate amount of such Debt and Parent’s Debt incurred pursuant to Sections 9.02(d) and Borrower’s agreement (k) does not exceed $50,000,000 at any one time outstanding. For the avoidance of doubt, an issue of Senior Notes may be comprised of Debt only a portion of which constitutes Permitted Refinancing Debt to pay the assumed Contribution Debt immediately following extent the contribution by LRR-A of its share aggregate principal amount thereof exceeds the current principal amount of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution DebtSenior Notes being refinanced or replaced.
Appears in 1 contract
Samples: Senior Revolving Credit Agreement (Petrohawk Energy Corp)
Debt. The Loan Parties Parent Guarantor will not, and will not permit any Credit Party to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or Loans and any other Indebtedness arising under the Loan Documents or and any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documentsin respect thereof.
(b) Debt associated with bonds of the Parent Guarantor and the Credit Parties existing on the date hereof that is reflected in the Financial Statements or in Schedule 9.02, including the Existing Senior Notes, and any Permitted Refinancing Debt in respect thereof.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than ninety (ii90) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt associated with bonds or surety obligations (i) required in connection with self-insurance or the performance of contracts or (ii) required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(e) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries Credit Parties to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Credit Party, and, provided further, that any such Debt for borrowed money owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(ef) Unsecured senior debt, provided that endorsements of negotiable instruments for collection in the principal amount does not exceed $300,000,000 ordinary course of business.
(“g) Permitted Additional Senior Unsecured Notes”), Notes issued by the Parent Guarantor and any guarantees thereof; of such Debt by the Borrower or any other Guarantor, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (ii) the Senior Unsecured Notes remain unsecured such Debt does not have any scheduled amortization prior to ninety-one days after the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following such Debt does not mature sooner than four years after the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not materially more restrictive with respect to the Borrower and its Subsidiaries onerous, taken as a whole, than the covenants and Events terms of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clauseand the other Loan Documents, (v) contemporaneously with the incurrence of the Senior Unsecured Notessuch Debt and any guarantees thereof are on prevailing market terms for similar situated companies, (vi) the Borrowing Base is adjusted reduced as pursuant to Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iii), and (vivii) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the aggregate principal amount of such Permitted Additional Senior Unsecured NotesNotes does not exceed $700,000,000 at any time; and any Permitted Refinancing Debt in respect thereof.
(fh) Debt secured by Liens permitted under Capital Leases or purchase money Debt not to exceed $10,000,000 Section 9.03(d) in an aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquiredexceed $20,000,000 .
(gi) Debt in the form of guaranties by the Parent Guarantor, the Borrower or any Guarantor of Debt of (A) other Credit Parties permitted under this Section 9.02 and (B) other Subsidiaries to the extent an Investment would be permitted under section 9.05(g)(iii).
(j) Debt owed to insurance companies for premiums on policies required by Section 8.06.
(k) other Debt not to exceed $10,000,000 100,000,000 (measured as of the date of incurrence) in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds or other surety obligations in connection with (i) obligations or liabilities arising of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appealFinancial Statements.
(c) endorsements of negotiable instruments for collection Debt under Capital Leases not to exceed $10,000,000 in the ordinary course of businessaggregate at any time outstanding.
(d) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.
(e) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Restricted Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(ef) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business.
(g) Debt under the Second Lien Notes and any guarantees thereof, provided that the principal amount of which Debt does not exceed $300,000,000 100,000,000 in the aggregate (“Senior Unsecured Notes”provided that, for the avoidance of doubt, the parties hereto agree that any issuance of Second Lien Notes after the Effective Date shall not reduce the Borrowing Base), and any guarantees refinancing or replacement thereof; , subject to subordination provisions substantially as provided that (i) after giving effect to in the incurrence of the Senior Unsecured Second Lien Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notesas confirmed by Administrative Agent.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gh) other Debt not to exceed $10,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Senior Revolving Credit Agreement (Rosetta Resources Inc.)
Debt. The Loan Parties will not Not create, incur, create, assume or suffer to exist any Debt, except:
(a) Obligations under this Agreement and the other Loan Documents;
(b) Debt secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $5,000,000;
(c) Debt consisting of Intercompany Notes made by Borrower to any other Loan Party or by any Loan Guarantor to Borrower;
(d) Revolver Debt; provided that such Revolver Debt is subject to the Intercreditor Agreement and the Intercreditor Agreement in full force and effect.
(e) Subordinated Debt;
(f) Hedging Obligations entered into in Borrower’s or any Subsidiary’s ordinary course of business, or approved by the Agent, for bona fide hedging purposes and not for speculation;
(g) Debt described on Schedule 11.1 and refinancings thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof (except for increases by any amount necessary to cover reasonable fees and expenses incurred in connection therewith) or changing the amortization thereof (other Indebtedness than to extend the same) and that are otherwise on terms and conditions no less favorable (except for any increase in interest or fee rates to then-market rates) to any Loan Party, Agent or any Lender, as determined by Agent, than the terms of the Debt being refinanced, amended or modified;
(h) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the Loan hereunder);
(i) to the extent constituting Debt, Contingent Liabilities arising with respect to (A) indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; (B) customary indemnification obligations in favor of (1) sellers in connection with Permitted Acquisitions and (2) purchasers in connection with Asset Dispositions; (C) Contingent Liabilities under the Loan Documents or Revolver Debt Documents; (D) other Contingent Liabilities not exceeding $3,500,000 in the aggregate at any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising time outstanding and (E) indemnification obligations under the Loan Documents.Closing Date Security Agreement;
(bj) unfunded employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable Law;
(k) Debt associated with bonds of a Subsidiary of Borrower acquired pursuant to a Permitted Acquisition (or other surety obligations in connection with Debt of a Target assumed at the time of a Permitted Acquisition of such Target); provided, that (i) such Debt was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition and (ii) the aggregate principal amount of all Debt permitted by this Section 11.1(l) shall not at any time outstanding exceed (i) $2,500,000 if at the time such Indebtedness is incurred Liquidity is less than $25,000,000, (ii) $5,000,000 if at the time such Indebtedness is incurred Liquidity is less than $50,000,000 but equal to or greater than $25,000,000, and (iii) $10,000,000 if at the time such Indebtedness is incurred Liquidity is equal to or greater than $50,000,000, in each case, after giving pro forma effect to the incurrence thereof;
(l) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations or liabilities arising to such Person, in each case incurred in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal.;
(cm) endorsements Debt of negotiable instruments for collection any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business.;
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gn) other Debt not to exceed $10,000,000 in aggregate principal amount 5,000,000 at any one time outstanding.time, to the extent subordinated in right of payment to the Obligations on terms and conditions reasonably satisfactory to Agent;
(ho) secured Debt which is junior in lien priority to the Obligations on the Closing Date, Parent’s assumption of approximately terms and conditions reasonably satisfactory to Agent not to exceed $27,300,000 of Contribution 1,875,000 at any time; and
(p) other unsecured Subordinated Debt, and Parent’s and Borrower’s agreement in addition to pay the assumed Contribution Debt immediately following listed above, in an aggregate outstanding amount not at any time exceeding $3,500,000. For purposes of determining compliance with this Section 11.1, in the contribution by LRR-A event that an item of its share Debt or any portion thereof meets the criteria of more than one of the Contributed Properties exceptions described above, Borrower, in its sole discretion, may classify, and from time to Parent time may reclassify, all or any portion of such item of Debt between or among such exceptions in exchange for a release any manner such that the item of Debt would be permitted to be created or incurred at the liens securing the Contribution Debttime of such classification or reclassification, as applicable.
Appears in 1 contract
Samples: Loan and Security Agreement (Mammoth Energy Services, Inc.)
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes Notes, the Loans or other Indebtedness arising under the Loan Documents or any Swap Agreement with a Secured Swap Provider or any other Approved Counterparty or any guaranty of or suretyship arrangement for the Notes Notes, the Loans or other Indebtedness arising under the Loan DocumentsDocuments or any Swap Agreement with a Secured Swap Provider.
(b) Debt associated with bonds or other surety obligations in connection with (i) obligations or liabilities arising in of the ordinary course of business, (ii) Governmental Requirements, (iii) Borrower and its Restricted Subsidiaries existing on the operation of Oil and Gas Properties or (iv) judgments pending appealdate hereof that is reflected on Schedule 9.02.
(c) endorsements of negotiable instruments for collection in the ordinary course of business[Reserved].
(d) Debt under Capital Leases and purchase money Debt not to exceed the greater of (i) $1,000,000 and (ii) five percent (5%) of the Borrowing Base in effect at such time, in each case, in the aggregate at any one time outstanding.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided provided, further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debt, provided that endorsements of negotiable instruments for collection in the principal amount does not exceed $300,000,000 ordinary course of business.
(“Senior Unsecured Notes”), and any guarantees thereofh) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business.
(i) Specified Additional Debt; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basissuch Debt, the Loan Parties no Event of Default shall have occurred and be in compliance with the covenants set forth in Section 9.01continuing, (ii) such Debt does not have any scheduled principal payments, mandatory redemption (except as a result of a change of control or asset sale so long as any rights of the Senior Unsecured Notes remain unsecured holders of such Debt upon the occurrence of a change of control or asset sale event shall be subject to the prior to repayment in full of the Loans and all other Obligations that are accrued and payable and termination of all Commitments) or maturity date until the date that is one hundred and eighty (180) days following the Maturity Date, (iii) on the same day as the incurrence of such Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.07(f) and prepayment is made to the extent required by Section 3.04(c)(iii) and no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior Borrowing Base Deficiency would then exist after giving effect to 180 days following the Maturity Datesuch adjustment and prepayment, (iv) after giving pro forma effect to the incurrence of such Specified Additional Debt (and any concurrent repayment, redemption or satisfaction and discharge of Debt with the proceeds of such incurrence), the Borrower is in pro forma compliance with Section 9.01(a)(i)), (v) such Debt shall have no financial covenants governing which are not also contained in this Agreement (including after giving effect to an amendment of this Agreement to add such financial covenants) and any such financial covenants shall be no more restrictive than those contained in this Agreement, (vi) the non-financial covenants applicable to such Debt are no more restrictive with respect to the Parent and its Subsidiaries restrictive, taken as a whole, than the non-financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found contained in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with as determined by the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(eBorrower in good faith), and (vivii) no Subsidiary of the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, Borrower (other than a Guarantor) is an exchange or refinance that does not result in a reduction of the principal amount of obligor under such Senior Unsecured Notes.Debt;
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gj) other Debt not to exceed exceed, in the case of this clause (j), the greater of (i) $10,000,000 1,000,000 and (ii) five percent (5%) of the Borrowing Base in effect at such time, in each case, in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Parent will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents and Secured Swap Agreements or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan DocumentsDocuments or any Secured Swap Agreement.
(b) Debt associated with bonds of the Parent and the Restricted Subsidiaries existing on the Effective Date that is reflected on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing); provided that all such Debt of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Indebtedness on terms reasonably satisfactory to the Administrative Agent.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases or Purchase Money Debt not to exceed $5,000,000 in the aggregate at any time outstanding.
(e) Debt associated with worker’s compensation claims, (ii) Governmental Requirementsperformance, (iii) bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil the Loan Parties’ Properties and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection otherwise in the ordinary course of business.
(df) intercompany Debt between the Borrower and any of its Subsidiaries other Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or any Loan Party to a Guarantor Restricted Subsidiary that is not a Loan Party shall be subordinated to the Obligations Indebtedness on terms set forth in reasonably satisfactory to the Guaranty AgreementAdministrative Agent.
(eg) Unsecured senior debtDebt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, provided draft or similar instrument presented by the Parent or any Restricted Subsidiary in the ordinary course of business against insufficient funds.
(h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default.
(i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any other Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, Refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount does thereof (other than any increase not exceed $300,000,000 (“Senior Unsecured Notes”exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), and any guarantees thereof; provided that (i) after giving effect to such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the incurrence time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Parent nor any of the Senior Unsecured Notes on a pro forma basis, the Loan Parties Restricted Subsidiaries shall be liable for such Debt, (iii) the Parent is in compliance Pro Forma Compliance with the financial covenants set forth contained in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured NotesDebt does not exceed $1,000,000 in the aggregate at any time outstanding, and (v) any such Debt has a maturity date not sooner than 180 days after the Maturity Date.
(fj) Debt incurred by the entering into of any guarantee of or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Capital Leases or purchase money Section 9.05.
(k) Obligations in respect of Swap Agreements (other than Secured Swap Agreements) that are not prohibited under Section 9.17.
(l) other unsecured Debt incurred after the Effective Date not to exceed $10,000,000 25,000,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Parent Guarantor and the Borrower will not incur, create, assume or suffer to exist any Debt, except:: 85 Section 9.01(b) amended most recently by Thirteenth Amendment.
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Parent Guarantor and the Borrower existing on the date hereof that is reflected in the Financial Statements.86
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, (ii) Governmental Requirements, (iii) business which are not greater than 60 days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt under Capital Leases not to exceed $5,000,000.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of any Oil and Gas Properties.
(f) intercompany Debt between the Parent Guarantor and Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesPerson, and, ; provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business.
(h) Debt under the Second Lien Facility and any guarantees thereof, provided that the principal amount of which does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that 200,000,000 in the aggregate.87
(i) after giving effect to Debt under (i) the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01Convertible Notes, (ii) any Permitted Refinancing Debt in respect of the Senior Unsecured Convertible Notes remain unsecured prior to the Maturity Date, and (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all any guarantees of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.foregoing.88
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gj) other Debt not to exceed $10,000,000 5,000,000 in the aggregate principal amount at any one time outstanding.
(hk) on Debt under (i) the Closing Date2019 High Yield Notes, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution (ii) any Permitted Refinancing Debt immediately following the contribution by LRR-A of its share in respect of the Contributed Properties to Parent in exchange for a release 2019 High Yield Notes and (iii) any guarantees of the liens securing foregoing.89
(l) Debt under any Permitted Third Lien Refinancing Debt.90 86 Amended by Thirteenth Amendment. 87 Amended by Thirteenth Amendment. 88 Section 9.02(i) amended by Fourth Amendment and the Contribution DebtThirteenth Amendment. 89 Amended by Thirteenth Amendment. 90 Added by Fourteenth Amendment.
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Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than sixty (ii60) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt (including guarantees) under Capital Leases not to exceed $2,000,000.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debt, provided that endorsements of negotiable instruments for collection in the principal amount does not exceed $300,000,000 ordinary course of business.
(“Senior Unsecured Notes”), and any guarantees thereof; provided that h) Debt (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the principal amount of which does not exceed $130,000,000 in the aggregate and any Permitted Refinancing Debt in respect thereof and (ii) under the Second Lien Term Loan Agreement and any guarantees thereof, the principal amount of which Debt under clause (ii) of this Section 9.02(h) does not exceed $150,000,000 in the aggregate provided that the Borrower may incur an additional $50,000,000 of Debt under the Second Lien Term Loan Agreement if (i) the Borrower provides the Administrative Agent not less than thirty (30) days prior written notice and (ii) the Majority Lenders shall have the right to redetermine the Borrowing Base is adjusted then in effect pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gi) other Debt not to exceed $10,000,000 2,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Senior Revolving Credit Agreement (Petrohawk Energy Corp)
Debt. The Loan Parties Parent Guarantor will not, and will not permit any Credit Party to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or Loans and any other Indebtedness arising under the Loan Documents or Secured Obligations and any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documentsin respect thereof.
(b) (i) Debt of the Parent Guarantor and the Credit Parties (including any outstanding commitments for such Debt) existing on the date hereof that is reflected in the Financial Statements, in the financial statements described in Section 7.04(b) or in Schedule 9.02, (ii) the Existing Senior Notes and any Permitted Refinancing Debt in respect thereof and (iii) up to $1,000,000,000 of unsecured senior or senior subordinated notes and any Permitted Refinancing Debt in respect thereof if the sum of the principal amount of the Debt incurred and outstanding under this clause (iii) and the total Term Loan Commitments does not exceed $1,000,000,000.
(c) obligations to pay the deferred purchase price of Property or services (including the provision of services pursuant to drilling contracts), from time to time incurred in the ordinary course of business which are not greater than ninety (90) days delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt associated with bonds or other surety obligations (i) required in connection with (i) obligations self-insurance or liabilities arising in the ordinary course performance of business, contracts or (ii) required by Governmental Requirements, (iii) Requirements in connection with the operation of the Oil and Gas Properties or (iv) judgments pending appealProperties.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(de) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries Credit Parties to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Credit Party, and, provided further, that any such Debt for borrowed money owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty and Collateral Agreement.
(ef) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business and Debt arising from the honoring by a bank or other financial institution of a check, provided that draft or similar instrument inadvertently (except in the principal amount does not exceed $300,000,000 case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, in each case, so long as such Debt is extinguished within 5 Business Days of the incurrence thereof.
(“g) Permitted Additional Senior Unsecured Notes”)Notes issued by the Parent Guarantor, the Borrower or any Guarantor and any guarantees thereof; of such Debt by the Parent Guarantor, the Borrower or any other Guarantor, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (ii) the other than any Existing Senior Unsecured Notes remain unsecured Notes, such Debt does not have any scheduled amortization prior to ninety-one days after the Revolving Maturity Date, (iii) no scheduled payment of principalother than any Existing Senior Notes, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following such Debt does not mature sooner than two years after the Revolving Maturity Date, (iv) the financial covenants governing such Debt and any guarantees thereof are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive on prevailing market terms for purposes of this clausesimilar situated companies, (v) contemporaneously with if the incurrence of the Senior Unsecured NotesRevolving Facility is subject to a Borrowing Base, the Borrowing Base is adjusted reduced pursuant to Section 2.07(e), ) and prepayment is made to the extent required by Section 3.04(c)(iii) and (vi) at the time such Permitted Additional Senior Unsecured Notes shall not be prepaid if an Event are incurred, the Fixed Charge Coverage Ratio (as defined in the Second Supplemental Indenture, dated as of Default has occurred September 24, 2010, among the Parent Guarantor, the Borrower and is continuingThe Bank of New York Mellon Trust Company, other than an exchange or refinance that does not result in N.A.) for the Parent Guarantor’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Permitted Additional Senior Notes are incurred would have been at least 2.0 to 1.0, determined on a reduction pro forma basis (including a pro forma application of the principal amount net proceeds therefrom), as if the Permitted Additional Senior Notes had been incurred at the beginning of such Senior Unsecured Notesfour-quarter period; and any Permitted Refinancing Debt in respect thereof.
(fh) Debt secured by Liens permitted under Capital Leases or purchase money Debt not Section 9.03(d), subject to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquiredpro forma compliance with Section 9.01.
(gi) Debt in the form of guaranties by the Parent Guarantor, the Borrower or any Guarantor of Debt of (A) other Credit Parties permitted under this Section 9.02 and (B) other Subsidiaries to the extent an Investment would be permitted under section 9.05(g)(iii).
(j) Debt owed to insurance companies for premiums on policies required by Section 8.06.
(k) other Debt not to exceed exceed, at the time of incurrence thereof, the greater of $10,000,000 500,000,000 and 4.0% of the Parent Guarantor’s consolidated total assets.
(l) Debt arising under Treasury Management Agreements in the ordinary course of business.
(m) Permitted Acquired Debt.
(n) Debt secured by Liens permitted under Section 9.03 (other than Section 9.03(d)).
(o) Debt incurred by the Parent Guarantor or any of the other Credit Parties arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in connection with permitted dispositions of any business, assets or Subsidiary of the Parent Guarantor or any of the other Credit Parties.
(p) Debt of any Foreign Subsidiary, provided that the aggregate principal amount of all Debt permitted under this clause shall not exceed, at any one the time outstandingof incurrence thereof, $25,000,000.
(hq) on refinancings, extensions or renewals of Debt under the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, foregoing clauses (b)(i) and Parent’s (n) and Borrower’s agreement this clause (q) (and guaranty obligations in respect thereof) to pay the assumed Contribution Debt immediately following extent that the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtprincipal amount thereof is not increased.
Appears in 1 contract
Debt. The No Loan Parties Party will not incur, create, assume or suffer to exist any Debt, except:
(a) the Notes Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness arising under the Loan Documents.
(b) Debt of the Loan Parties set forth on Schedule 9.02(b) as of the Effective Date and any Permitted Refinancing Debt in respect of the foregoing.
(c) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) in the case of any acquisition, construction or improvement of any fixed or capital asset, such Debt (other than Capital Leases) is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) other than with respect to Debt set forth on Schedule 9.02(c) outstanding on the Effective Date, the aggregate principal amount of Debt permitted by this clause (c) shall not exceed $75,000,000 at any time outstanding.
(d) Debt associated with surety bonds or other surety obligations in connection with (i) to secure performance of obligations or liabilities arising owing in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection in the ordinary course of its business.
(de) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor any Restricted Subsidiary shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 endorsements of negotiable instruments for collection in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life ordinary course of the Property leased or acquiredbusiness.
(g) non-recourse Debt secured by Property, other Debt than Oil and Gas Properties evaluated by the Lenders for purposes of establishing the Borrowing Base, not to exceed $10,000,000 40,000,000 in the aggregate principal amount at any one time outstanding.
(h) Debt set forth on Schedule 9.02(h) outstanding on the Closing Date, Parent’s assumption Effective Date and other Debt not to exceed $25,000,000 in the aggregate at any one time outstanding.
(i) other unsecured senior Debt or subordinated Debt of approximately $27,300,000 the Borrower maturing (giving effect to mandatory prepayments) no earlier than at least six months after the Maturity Date under this Agreement; provided that (a) immediately after giving effect to the incurrence or issuance of Contribution unsecured senior Debt or subordinated Debt, the Borrower shall be in pro forma compliance with Section 9.01 (with EBITDAX equal to EBITDAX for the most recent Rolling Period for which financial statements have been, or are required to have been, delivered pursuant to Section 8.01(a) or Section 8.01(b)) and Parent’s and Borrower’s agreement (b) immediately upon the issuance of any such unsecured senior Debt or subordinated Debt, other than Permitted Refinancing Debt, the Borrowing Base shall be reduced by an amount equal to pay the assumed Contribution Debt immediately following the contribution by LRRtwenty-A of its share five percent (25%) of the Contributed Properties to Parent in exchange for a release aggregate principal amount of the liens securing the Contribution such Debt.
Appears in 1 contract
Samples: Credit Agreement (SM Energy Co)
Debt. The Loan Parties Parent, OP LLC, the Borrower will not, and will not permit any of their respective Subsidiaries to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and the Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases not to exceed $10,000,000.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Parent, OP LLC, the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, OP LLC, the Borrower or one of its Wholly-Owned Subsidiaries, (ii) Governmental Requirementsany such Debt owed by the Parent, OP LLC, the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement and (iii) the operation of Oil and Gas Properties or (iv) judgments pending appealany such Debt shall not have any scheduled amortization prior to August 5, 2018.
(cg) endorsements of negotiable instruments for collection in the ordinary course of business.
(dh) intercompany other Debt between (excluding Debt of Foreign Subsidiaries) not to exceed $10,000,000 in the Borrower and aggregate at any one time outstanding.
(i) Debt of its Subsidiaries or between Foreign Subsidiaries to the extent permitted by Section 9.05(h); provided non-Affiliated Persons that such Debt is not heldsecured by liens on any property of, assigned, transferred, negotiated or pledged (not guaranteed by and not other than pursuant otherwise of recourse to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty AgreementGuarantor.
(ej) Unsecured senior debt, provided that unsecured Senior Notes of the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), Parent and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (iii) on the same day as the incurrence of such Debt (or in the case of Permitted Refinancing Debt, on the Reduction Date), the Borrowing Base shall be adjusted to the extent required by Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iv) and no Borrowing Base Deficiency would then exist after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01such adjustment and prepayment, (iiiv) the such Senior Unsecured Notes remain unsecured or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (iiiv) no scheduled payment of principal, scheduled mandatory redemption such Senior Notes or scheduled sinking fund payment may be due prior to 180 days following Permitted Refinancing Debt does not mature sooner than the date which is one year after the Maturity Date, (ivvi) the financial covenants governing such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect on terms, taken as a whole, at least as favorable to the Borrower and its Subsidiaries the Guarantors as market terms for issuers of similar size and credit quality given the then prevailing market conditions as determined by the Administrative Agent and (vii) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the covenants and Events of Default under this AgreementIndebtedness; provided that if such Senior Notes are issued to finance all or a portion of a direct or indirect acquisition of Oil and Gas Properties, such Senior Notes may contain mandatory prepayment or redemption provisions providing for the inclusion repayment or redemption of any covenant such Senior Notes in the event that is customary with respect to such type of Debt and that acquisition is not found consummated by a certain date in this Agreement shall an amount not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of exceed the principal amount of such Senior Unsecured NotesNotes and any accrued interest thereon through the prepayment or redemption date.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than one hundred twenty (ii120) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt under Capital Leases not to exceed $35,000,000.
(e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower and any of its Subsidiaries Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business.
(h) Permitted Debt, provided that the principal amount of which does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders, not less than ten Business Days prior written notice of its intent to incur such Permitted Debt, the amount thereof, and the anticipated closing date, together with copies of drafts of the material definitive documents therefor and, when completed, copies of the final versions of such material definitive documents, (ii) at the time of incurring such Permitted Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Permitted Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Permitted Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (iiiii) the Senior Unsecured Notes remain unsecured incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Permitted Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (iiiv) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following such Permitted Debt does not mature sooner than the date which is one year after the Maturity Date, (ivvi) the financial covenants governing such Permitted Debt and any guarantees thereof are no more restrictive with respect subordinated on terms satisfactory to the Parent Administrative Agent and its Subsidiaries than the financial covenants under this Agreement Super-Majority Lenders and all of the covenants and events of default governing such Debt are not more restrictive with respect (vii) prior to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notessuch Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gi) other Debt not to exceed $10,000,000 35,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Credit Agreement (Bill Barrett Corp)
Debt. The Loan Parties Neither the Borrower nor any of its Subsidiaries will not incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds accounts payable and other accrued expenses, liabilities or other surety obligations in connection with to pay (ifor the deferred purchase price of Property or services) obligations or liabilities arising from time to time incurred in the ordinary course of business, business which are not greater than ninety (ii90) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appealfor which adequate reserves have been maintained in accordance with GAAP.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(d) endorsements of negotiable instruments for collection in the ordinary course of business.
(e) Unsecured senior debt, provided that Debt now or hereafter outstanding under the principal amount does not exceed $300,000,000 Senior Revolving Credit Agreement (“Senior Unsecured Notes”), and any guarantees thereof; thereof by the Guarantors), provided that (i) the aggregate principal amount of the Senior Revolving Credit Agreement shall not exceed $800,000,000, (ii) no part of the Debt for principal owing under the Senior Revolving Credit Agreement is subordinated in right of payment to any other Debt for principal owing under the Senior Revolving Credit Agreement, (iii) such Debt is comprised of a single facility with no differentiation among lenders in the revolving character, pricing or maturity thereof and (iv) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basissuch Debt, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption Default or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notesexists under Section 9.01.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Second Lien Bridge Loan Agreement (Linn Energy, LLC)
Debt. The Loan Parties Borrower will not incur, create, assume or suffer to exist any Debt, exceptDebt other than:
(a) Debt arising under this Agreement, the Notes or and the other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.;
(b) Debt associated with bonds in favor of the Borrower’s Custodian consisting of overnight extensions of credit from the Custodian in the ordinary course of business;
(c) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments and awards do not constitute an Event of Default and so long as execution is not levied thereunder and in respect of which the Borrower (i) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review or (ii) shall have obtained an unsecured performance bond, and Debt in respect of such unsecured performance bond;
(d) Debt (other surety obligations than Debt for borrowed money) arising in connection with (i) obligations or liabilities portfolio investments and investment techniques arising in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil Borrower’s business to the extent that such Debt is permissible under the Investment Company Act and Gas Properties or (iv) judgments pending appeal.consistent with the Borrower’s Investment Policies and Restrictions; and
(ce) endorsements Debt in an aggregate principal amount not to exceed $200,000,000 at any time in respect of negotiable instruments for collection a margin loan on terms and conditions reasonably satisfactory to the Required Banks; provided that in no event shall the Borrower (i) enter into or utilize Financial Contracts other than in the ordinary course of business.
(d) intercompany Debt between the Borrower business for hedging or investment purposes in accordance with its Investment Policies and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01Restrictions, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Dateenter into reverse repurchase agreements, (iii) no scheduled payment of principalborrow money or create leverage under any arrangement other than (A) from the Banks hereunder or (B) on an overnight basis from the Borrower’s Custodian to the extent provided in clause (b) hereof, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) issue or be or remain liable for or have outstanding any “senior security” (as defined in the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to Investment Company Act), except that the Borrower and its Subsidiaries than may borrow from the covenants and Events of Default under Banks pursuant to this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is . The Borrower will not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time issue or have outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquiredany preferred stock.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Pro Forma Financial Statements or on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing).
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases or Purchase Money Debt not to exceed $15,000,000 in the aggregate at any time outstanding.
(e) Debt associated with worker’s compensation claims, (ii) Governmental Requirementsperformance, (iii) bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection and otherwise in the ordinary course of business.
(df) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtDebt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, provided that draft or similar instrument presented by the principal amount does not exceed $300,000,000 Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds.
(“Senior Unsecured Notes”)h) Debt in respect of unsecured notes, and any guarantees thereof; provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (ii) the Senior Unsecured Notes remain unsecured such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (iii) no scheduled payment of principal, scheduled such Debt does not contain mandatory redemption or scheduled sinking fund payment may be due events that require the redemption of such Debt prior to 180 120 days following after the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to does not prohibit prior repayment of Loans, (v) the Parent and its Subsidiaries than the financial covenants under this Agreement and all terms of the covenants and events of default governing such Debt are not materially more restrictive with respect to the Borrower and its Subsidiaries onerous, taken as a whole, than the covenants and Events terms of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with and the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e)other Loan Documents, and (vi) the Senior Unsecured Notes shall terms of such Debt are the result of arm’s-length negotiations.
(i) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not be prepaid if constituting an Event of Default has occurred Default.
(j) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is continuingnot created in contemplation of such event, other than an exchange or refinance that does not result (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in a reduction of Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Senior Unsecured NotesDebt that is secured does not exceed $25,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date.
(fk) Debt under Capital Leases or purchase money Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $10,000,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(hl) on Debt incurred by the Closing entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05.
(m) Debt which represents an extension, refinancing, or renewal of any of the Senior Notes; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal, (ii) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes becoming due earlier than the date that is 120 days after the Maturity Date, Parent’s assumption and (iii) if the Debt that is refinanced, renewed, or extended was subordinated in right of approximately payment to the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.
(n) other unsecured Debt incurred after the date of this Agreement not to exceed $27,300,000 30,000,000 in the aggregate at any time outstanding.
(o) unsecured Debt owing by the Borrower to the Existing Borrower which shall not exceed $50,000,000 outstanding at any time; provided that (i) any such Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the incurrence of Contribution any such Debt, the Existing Borrower shall have executed and Parent’s delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Indebtedness, in form and Borrower’s agreement substance satisfactory to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution DebtAdministrative Agent.
Appears in 1 contract
Debt. The Loan Parties None of the Parent, the Borrower or any of their Subsidiaries will not incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds accounts payable and other accrued expenses, liabilities or other surety obligations in connection with to pay (ifor the deferred purchase price of Property or services) obligations or liabilities arising from time to time incurred in the ordinary course of business, business which are not greater than ninety (ii90) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appealfor which adequate reserves have been maintained in accordance with GAAP.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between among the Parent, the Borrower and any of its the Borrower's Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower Parent or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by the Borrower to either the Borrower Parent or a Guarantor shall be subordinated to the Obligations Indebtedness owed by the Borrower or a Guarantor on terms set forth in the Guaranty Guarantee Agreement.
(d) endorsements of negotiable instruments for collection in the ordinary course of business.
(e) Unsecured senior debtSubordinated Debt, provided that the principal amount of which does not exceed $300,000,000 (“Senior Unsecured Notes”), 250,000,000 and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(p), (ii) at the time of incurring such Subordinated Debt (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Subordinated Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Subordinated Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (iiiii) the Senior Unsecured Notes remain unsecured incurrence of such Subordinated Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Subordinated Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (iiiv) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following such Subordinated Debt does not mature sooner than the date which is one year after the Maturity Date, (ivvi) the financial covenants governing such Subordinated Debt and any guarantees thereof are no more restrictive with respect subordinated on terms satisfactory to the Parent Administrative Agent and its Subsidiaries than the financial covenants under this Agreement Required Lenders and all of the covenants and events of default governing such Debt are not more restrictive with respect (vii) prior to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notessuch Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under other Debt, including Capital Leases or and purchase money Debt not to exceed $10,000,000 1,000,000 in aggregate principal amount at any one time outstanding and whichthe aggregate, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed the lesser of $10,000,000 5,000,000 or 5% of the then effective Borrowing Base in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Parent, OP LLC, the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than sixty (ii60) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt under Capital Leases not to exceed $25,000,000.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Parent, OP LLC, the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that (g) such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Parent, OP LLC, the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that (h) any such Debt owed by either the Parent, OP LLC, the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that Security Agreement and (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties any such Debt shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured not have any scheduled amortization prior to the Maturity DateAugust 5, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes2018.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
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Debt. The Loan Parties It will not, and will not permit any of its Subsidiaries to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Parent and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements, and any Permitted Refinancing Debt in respect thereof.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than ninety (ii90) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt under Capital Leases not to exceed $2,000,000.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower Parent and any of its Subsidiaries Guarantor or between Subsidiaries Guarantors to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower Parent or one of its Wholly-Owned Subsidiaries, the Guarantors; and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business.
(h) Debt (i) under the Senior Notes and any guarantees thereof, provided that the principal amount of which does not exceed $300,000,000 150,000,000 in the aggregate and (“ii) Debt which constitutes Permitted Refinancing Debt of the Senior Unsecured Notes”), Notes and any guarantees thereof; provided that .
(i) after giving effect Debt incurred to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in finance premiums for insurance policies required under Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes7.12.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gj) other Debt not to exceed $10,000,000 5,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
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Debt. The Loan Parties Neither the Parent Borrower nor any other Restricted Subsidiary will not incur, createcre- ate, assume or suffer permit to exist any Debt, except:
(a) the Notes The Loans or other Indebtedness arising under the Loan Documents Obligations or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness arising under the Loan DocumentsObligations.
(b) Debt associated with bonds or other surety obligations in connection with (i) obligations or liabilities arising in Debt of the ordinary course of businessLoan Parties existing on the Original Closing Date and listed on Schedule 9.01 to the Original Credit Agreement, (ii) Governmental Requirements, the Senior Notes and Senior Notes Guarantees issued on the Original Closing Date (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Notes and Senior Notes Guarantees) and (iii) any refinancings, refundings, renewals or extensions thereof; provided that (A) any such refinancing Debt is in an aggregate principal amount not greater than the operation aggregate principal amount of Oil the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and Gas Properties reasonable fees and expenses associated therewith, (B) such refinancing Debt has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Debt being renewed or refinanced and (ivC) judgments pending appealthe covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall, in the aggregate, not be materially less favorable to the Lenders than those contained in the Debt being renewed or refinanced.
(c) endorsements Accounts payable (for the deferred purchase price of negotiable instruments for collection Property or services) from time to time incurred in the ordinary course of business.
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.03(c); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debtDebt arising from the honoring by a bank or other financial institution of a check, provided draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five Business Days of incurrence.
(f) Debt of the principal Parent Borrower and the other Restricted Subsidiaries under Hedging Agree- ments entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the operations of the Parent Borrower and the other Restricted Subsidiaries, including guarantees of any such Hedging Agreements.
(g) Debt in respect of bid, performance or surety bonds, workers’ compensation claims, self- insurance obligations and bankers acceptances issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obliga- tions and bankers acceptances (in each case other than for an obligation for money borrowed).
(h) Any guaranty by the Parent Borrower or another Restricted Subsidiary of Debt of a Loan Party that is permitted under this Agreement.
(i) Debt consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business.
(j) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business.
(k) Debt in respect of Purchase Money Obligations and Capitalized Lease Obligations, and refinancings or renewals thereof, in an aggregate amount does not to exceed $300,000,000 30.0 million at any time outstand- ing.
(“Senior Unsecured Notes”), and l) Debt assumed in connection with any guarantees thereofPermitted Acquisition or of any Person that be- comes a Restricted Subsidiary after the Original Closing Date; provided that (i) such Debt exists at the time such Permitted Acquisition is consummated or such Person becomes a Restricted Subsidiary and is not cre- ated in contemplation of or in connection with the consummation of such Permitted Acquisition or such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Debt (other than Capi- talized Lease Obligations) permitted by this clause (l) shall not exceed $15.0 million at any time outstand- ing and the aggregate principal amount of Capitalized Lease Obligations permitted by this clause (l) shall not exceed $75.0 million at any time outstanding.
(m) Debt representing deferred compensation to employees of the Companies or similar ar- rangements (including, without limitation, Debt issued in connection with Restricted Payments permitted under Section 9.04(d)).
(n) Debt incurred in a Permitted Acquisition or a transaction permitted under Section 9.16 solely due to terms providing for the adjustment of a purchase price or similar adjustments.
(i) unsecured Debt incurred to finance a Permitted Acquisition; provided that, after giving effect to the such incurrence of the Senior Unsecured Notes and such Permitted Acquisition on a pro forma basisPro Forma Basis, (A) no Default then exists or would result therefrom, (B) the Loan Parties Parent Borrower shall be in compliance with the covenants set forth Financial Covenants on a Pro Forma Basis as of the most recent Test Period (assuming, for purposes of Sections 9.12 and 9.13, that such Permitted Acquisition and incurrence of Debt, and all other Permitted Acquisitions and incurrences of Debt consummated since the first day of the relevant Test Period for each of the Financial Covenants end- ing on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period); provided that with respect to Section 9.12, after giving effect to such incurrence and such Permitted Acqui- sition on a Pro Forma Basis, the Leverage Ratio shall be at least 0.25:1.00 less than the maximum Leverage Ratio permitted under Section 9.12 as of the end of the latest Test Period, and (C) in Section 9.01the case of any Debt incurred under this clause (o)(i), such Debt has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Term Loans, and (ii) the Senior Unsecured Notes remain other unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount not exceeding $15.0 million at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
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Debt. The Loan Parties Parent Guarantor will not, and will not permit any Credit Party to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or Loans and any other Indebtedness arising under the Loan Documents or and any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documentsin respect thereof.
(b) Debt associated with bonds of the Parent Guarantor and the Credit Parties existing on the date hereof that is reflected in the Financial Statements or in Schedule 9.02, including the Existing Senior Notes, and any Permitted Refinancing Debt in respect thereof.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than ninety (ii90) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt associated with bonds or surety obligations (i) required in connection with self-insurance or the performance of contracts or (ii) required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(e) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries Credit Parties to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Credit Party, and, provided further, that any such Debt for borrowed money owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(ef) Unsecured senior debt, provided that endorsements of negotiable instruments for collection in the principal amount does not exceed $300,000,000 ordinary course of business.
(“g) Permitted Additional Senior Unsecured Notes”), Notes issued by the Parent Guarantor and any guarantees thereof; of such Debt by the Borrower or any other Guarantor, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (ii) the Senior Unsecured Notes remain unsecured such Debt does not have any scheduled amortization prior to ninety-one days after the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following such Debt does not mature sooner than four years after the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not materially more restrictive with respect to the Borrower and its Subsidiaries onerous, taken as a whole, than the covenants and Events terms of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clauseand the other Loan Documents, (v) contemporaneously with the incurrence of the Senior Unsecured Notessuch Debt and any guarantees thereof are on prevailing market terms for similar situated companies, (vi) the Borrowing Base is adjusted reduced as pursuant to Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iii), and (vivii) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the aggregate principal amount of such Permitted Additional Senior Unsecured NotesNotes does not exceed $500,000,000 at any time; and any Permitted Refinancing Debt in respect thereof.
(fh) Debt secured by Liens permitted under Capital Leases or purchase money Debt not to exceed $10,000,000 Section 9.03(d) in an aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquiredexceed $20,000,000 .
(gi) Debt in the form of guaranties by the Parent Guarantor, the Borrower or any Guarantor of Debt of (A) other Credit Parties permitted under this Section 9.02 and (B) other Subsidiaries to the extent an Investment would be permitted under section 9.05(g)(iii).
(j) Debt owed to insurance companies for premiums on policies required by Section 8.06.
(k) other Debt not to exceed $10,000,000 50,000,000 (measured as of the date of incurrence) in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Neither the Borrower nor any of its Subsidiaries will not incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds accounts payable and other accrued expenses, liabilities or other surety obligations in connection with to pay (ifor the deferred purchase price of Property or services) obligations or liabilities arising from time to time incurred in the ordinary course of business, (ii) Governmental Requirements, (iii) business which are not greater than 90 days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appealfor which adequate reserves have been maintained in accordance with GAAP.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(ed) Unsecured senior debt, provided that endorsements of negotiable instruments for collection in the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence ordinary course of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notesbusiness.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(ge) other Debt not to exceed $10,000,000 20,000,000 in the aggregate principal amount at any one time outstanding.
(hf) on Debt under any Senior Notes issued after the Closing Effective Date, Parent’s assumption provided that (i) at the time of approximately $27,300,000 incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of Contribution Debtsuch Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) after giving effect to each such incurrence, the Borrower is in pro forma compliance with Section 9.01(b), (iii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iv) such Debt does not mature sooner than one year after the Maturity Date, (v) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, and Parent’s (vi) the Borrowing Base is adjusted as contemplated by Section 2.07(f) and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution DebtBorrower makes any prepayment required under Section 3.04(c)(iii).
Appears in 1 contract
Debt. The Loan Parties Neither the Parent Borrower nor any other Restricted Subsidiary will not incur, create, assume or suffer permit to exist any Debt, except:
(a) the Notes The Loans or other Indebtedness arising under the Loan Documents Obligations or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness arising under the Loan DocumentsObligations.
(b) Debt associated with bonds or other surety obligations in connection with (i) obligations or liabilities arising in Debt of the ordinary course of businessLoan Parties existing on the Original Closing Date and listed on Schedule 9.01 to the Original Credit Agreement, (ii) Governmental Requirements, the Senior Notes and Senior Notes Guarantees issued on the Original Closing Date (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Notes and Senior Notes Guarantees) and (iii) any refinancings, refundings, renewals or extensions thereof; provided that (A) any such refinancing Debt is in an aggregate principal amount not greater than the operation aggregate principal amount of Oil the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and Gas Properties reasonable fees and expenses associated therewith, (B) such refinancing Debt has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Debt being renewed or refinanced and (ivC) judgments pending appealthe covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall, in the aggregate, not be materially less favorable to the Lenders than those contained in the Debt being renewed or refinanced.
(c) endorsements Accounts payable (for the deferred purchase price of negotiable instruments for collection Property or services) from time to time incurred in the ordinary course of business.
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.03(c); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debtDebt arising from the honoring by a bank or other financial institution of a check, provided draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five Business Days of incurrence.
(f) Debt of the principal Parent Borrower and the other Restricted Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the operations of the Parent Borrower and the other Restricted Subsidiaries, including guarantees of any such Hedging Agreements.
(g) Debt in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed).
(h) Any guaranty by the Parent Borrower or another Restricted Subsidiary of Debt of a Loan Party that is permitted under this Agreement.
(i) Debt consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business.
(j) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business.
(k) Debt in respect of Purchase Money Obligations and Capitalized Lease Obligations, and refinancings or renewals thereof, in an aggregate amount does not to exceed $300,000,000 30.0 million at any time outstanding.
(“Senior Unsecured Notes”), and l) Debt assumed in connection with any guarantees thereofPermitted Acquisition or of any Person that becomes a Restricted Subsidiary after the Original Closing Date; provided that (i) such Debt exists at the time such Permitted Acquisition is consummated or such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with the consummation of such Permitted Acquisition or such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Debt (other than Capitalized Lease Obligations) permitted by this clause (l) shall not exceed $15.0 million at any time outstanding and the aggregate principal amount of Capitalized Lease Obligations permitted by this clause (l) shall not exceed $75.0 million at any time outstanding.
(m) Debt representing deferred compensation to employees of the Companies or similar arrangements (including, without limitation, Debt issued in connection with Restricted Payments permitted under Section 9.04(d)).
(n) Debt incurred in a Permitted Acquisition or a transaction permitted under Section 9.16 solely due to terms providing for the adjustment of a purchase price or similar adjustments.
(i) unsecured Debt incurred to finance a Permitted Acquisition; provided that, after giving effect to the such incurrence of the Senior Unsecured Notes and such Permitted Acquisition on a pro forma basisPro Forma Basis, (A) no Default then exists or would result therefrom, (B) the Loan Parties Parent Borrower shall be in compliance with the covenants set forth Financial Covenants on a Pro Forma Basis as of the most recent Test Period (assuming, for purposes of Sections 9.12 and 9.13, that such Permitted Acquisition and incurrence of Debt, and all other Permitted Acquisitions and incurrences of Debt consummated since the first day of the relevant Test Period for each of the Financial Covenants ending on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period); provided that with respect to Section 9.12, after giving effect to such incurrence and such Permitted Acquisition on a Pro Forma Basis, the Leverage Ratio shall be at least 0.50:1.00 less than the maximum Leverage Ratio permitted under Section 9.12 as of the end of the latest Test Period, and (C) in Section 9.01the case of any Debt incurred under this clause (o)(i), such Debt has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Term Loans, and (ii) the Senior Unsecured Notes remain other unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount not exceeding $15.0 million at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Borrowers will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrowers and their Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than sixty (ii60) Governmental Requirements, (iii) days past the operation of Oil due date or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt (including guarantees) under Capital Leases and purchase money obligations not to exceed $2,500,000 in the aggregate.
(e) Debt (including guarantees) associated with bonds or surety obligations required by Governmental Requirements or any other Person in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower Borrowers, between either of the Borrowers and any of its Subsidiaries Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than either of the Borrower Borrowers or one of its their Wholly-Owned SubsidiariesSubsidiaries or the Administrative Agent on behalf of the "Lenders" and "Swap Counterparties" (as such terms are defined in the Intercreditor Agreement), and, provided further, that any such Debt owed by either the a Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Security Agreement or the Intercreditor Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 endorsements of negotiable instruments for collection in aggregate principal amount at any one time outstandingthe ordinary course of business.
(h) Debt under the Senior Credit Agreement that does not exceed in the aggregate $100,000,000 minus the aggregate amount of the net proceeds received from any sale of assets that is applied as described in Section 9.12(d) to repay or retire term loan debt under the Senior Credit Agreement or permanently reduce the revolving commitments thereunder and (ii) Debt under the Third Lien Term Loan Agreement and any guarantees thereof, the principal amount of which Debt does not exceed $75,000,000 in the aggregate.
(i) Debt in connection with Swap Agreements and permitted in accordance with Section 9.18.
(j) reimbursement obligations under (i) letters of credit outstanding on the Closing Date, Parent’s assumption date of approximately this Agreement and (ii) other letters of credit provided the aggregate undrawn face amount of such other letters of credit does not exceed $27,300,000 20,000,000.
(k) guarantees of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtotherwise permitted under Section 9.02.
Appears in 1 contract
Samples: Second Lien Term Loan Agreement (Quest Resource Corp)
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than sixty (ii60) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt under Capital Leases not to exceed $1,000,000.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business.
(h) Debt under the Senior Subordinated Convertible Note or the Restructured Subordinated Note, provided that the principal amount of which does not exceed $300,000,000 35,000,000 in the aggregate.
(“i) Debt now or hereafter outstanding under the Senior Unsecured Notes”Revolving Credit Agreement (and any guaranties thereof by the Guarantors), provided that (A) the aggregate principal amount of the Senior Revolving Credit Agreement shall not exceed $400,000,000, (B) no part of the Debt for principal owing under the Senior Revolving Credit Agreement is subordinated in right or payment to any other Debt for principal owing under the Senior Revolving Credit Agreement, and (C) at the time each such item of Debt is incurred (1) the aggregate amount thereof does not exceed the Borrowing Base then in effect under the Senior Revolving Credit Agreement (or, if such "Borrowing Base" ever ceases to exist or diverges materially from a conventional commercial bank borrowing base, does not exceed a conventional commercial bank borrowing base), and any guarantees thereof; provided that (i2) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basissuch Debt, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption Default or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notesthen exists under Section 9.01.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gj) other Debt not to exceed $10,000,000 1,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Second Lien Term Loan Agreement (Petrohawk Energy Corp)
Debt. The Loan Parties will not Create, incur, create, assume or suffer to exist any Debt, except:
(a) Debt of the Notes or LCC Consolidated Entities under this Agreement, the Notes, the Letters of Credit, the Interest Rate Protection Agreements, the Currency Protection Agreements and the other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Facility Documents.;
(b) Debt associated described on SCHEDULE 6.10 but no renewals, extensions or refinancings thereof;
(c) Debt consisting of Guaranties permitted pursuant to Section 8.02;
(d) Consolidated Subordinated Debt;
(e) Debt under documentary and standby letters of credit exclusive of the Letters of Credit so long as the aggregate reimbursement obligations under such letters of credit together with bonds or other surety the aggregate reimbursement obligations in connection with of all outstanding letters of credit described on Schedule 6.10 does not exceed at any time $750,000;
(f) Debt of (i) obligations or liabilities arising in any Obligor (other than the ordinary course of businessSubsidiary Borrower) to any other Obligor (other than the Subsidiary Borrower), (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between the Borrower and to any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that so long as such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in and conditions acceptable to the Guaranty Agreement.
Required Lenders and (eiii) Unsecured senior debt, provided that any Subsidiary of the Borrower to the Borrower so long as (A) such Debt is evidenced by a promissory note on terms reasonably acceptable to the Required Lenders which promissory note shall be pledged to the Administrative Agent as collateral for the Obligations and (B) the aggregate principal amount of all such Debt does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.$1,000,000;
(g) accounts payable to trade creditors for goods or services which are not aged more than 120 days from billing date and current operating liabilities (other Debt than for borrowed money) which are not to exceed $10,000,000 more than 120 days past due, in aggregate principal amount at any one time outstanding.each case incurred in the ordinary course of business and paid within the specified time, unless contested in good faith and by appropriate proceedings; and
(h) Debt of any LCC Consolidated Entity secured by Purchase Money Liens permitted by Section 8.03(i) and any renewals, extensions or refinancings thereof so long as the aggregate principal amount of all such Debt together with all Debt then outstanding secured by Purchase Money Liens described on the Closing Date, Parent’s assumption of approximately SCHEDULE 6.10 does not exceed at any time $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt1,000,000.
Appears in 1 contract
Debt. The Loan Parties None of the Parent, the Borrower or any of their Subsidiaries will not incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds accounts payable and other accrued expenses, liabilities or other surety obligations in connection with to pay (ifor the deferred purchase price of Property or services) obligations or liabilities arising from time to time incurred in the ordinary course of business, business which are not greater than ninety (ii90) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appealfor which adequate reserves have been maintained in accordance with GAAP.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between among the Parent, the Borrower and any of its the Borrower’s Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower Parent or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by the Borrower to either the Borrower Parent or a Guarantor shall be subordinated to the Obligations Indebtedness owed by the Borrower or a Guarantor on terms set forth in the Guaranty Guarantee Agreement.
(d) endorsements of negotiable instruments for collection in the ordinary course of business.
(e) Unsecured senior debtSenior Debt, provided that the principal amount of which does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(o), (ii) at the time of incurring such Senior Debt (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Senior Debt after giving effect to the incurrence of the such Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (iiiii) the incurrence of such Senior Unsecured Notes remain unsecured Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Senior Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (iiiv) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due such Senior Debt does not mature sooner than the date which is one year after the Maturity Date and (vi) prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notessuch Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under other Debt, including Capital Leases or and purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and whichthe aggregate, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed the lesser of $10,000,000 20,000,000 or 5% of the then effective Borrowing Base in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Parent will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents and Secured Swap Agreements or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents or any Secured Swap Agreement; and (ii) the Debt arising the Second Lien Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Second Lien Loan Documents.
(b) Debt associated with bonds of the Parent and the Restricted Subsidiaries existing on the Effective Date that is reflected on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing); provided that all such Debt of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Indebtedness on terms reasonably satisfactory to the Administrative Agent.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases or Purchase Money Debt not to exceed $1,000,000 in the aggregate at any time outstanding.
(e) Debt associated with worker’s compensation claims, (ii) Governmental Requirementsperformance, (iii) bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil the Loan Parties’ Properties and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection otherwise in the ordinary course of business.
(df) intercompany Debt between the Borrower and any of its Subsidiaries other Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or any Loan Party to a Guarantor Restricted Subsidiary that is not a Loan Party shall be subordinated to the Obligations Indebtedness on terms set forth in reasonably satisfactory to the Guaranty AgreementAdministrative Agent.
(eg) Unsecured senior debtDebt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, provided draft or similar instrument presented by the Parent or any Restricted Subsidiary in the ordinary course of business against insufficient funds.
(h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default.
(i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any other Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, Refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount does thereof (other than any increase not exceed $300,000,000 (“Senior Unsecured Notes”exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), and any guarantees thereof; provided that (i) after giving effect to such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the incurrence time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Parent nor any of the Senior Unsecured Notes on a pro forma basis, the Loan Parties Restricted Subsidiaries shall be liable for such Debt, (iii) the Parent is in compliance Pro Forma Compliance with the financial covenants set forth contained in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured NotesDebt does not exceed $1,000,000 in the aggregate at any time outstanding, and (v) any such Debt has a maturity date not sooner than 180 days after the Maturity Date.
(fj) Debt incurred by the entering into of any guarantee of or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquiredSection 9.05.
(gk) Obligations in respect of Swap Agreements (other than Secured Swap Agreements) that are not prohibited under Section 9.17 (l) unsecured Debt not of the Parent owing to exceed $10,000,000 ARP which is incurred after the Effective Date in aggregate a principal amount at necessary to consummate the Specified Transaction; provided that such Debt is non-recourse to any one time outstandingparty other than the Parent.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties It will not, and will not incurpermit any Restricted Subsidiary to, directly or indirectly, create, assume incur, guarantee or suffer to exist any DebtDebt or Contingent Obligation, except:
(a) the Notes or other Indebtedness Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents.;
(b) Debt associated with bonds accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course Ordinary Course of businessBusiness to the extent, in each case, not past due for more than ninety (ii90) Governmental Requirementsdays after the date on which such accounts payable, (iii) the operation of Oil accrued expenses, liabilities or other obligations were created or incurred unless being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.for which adequate reserves have been maintained in accordance with GAAP;
(c) endorsements of negotiable instruments for collection in the ordinary course of business.Permitted Purchase Money Debt;
(d) intercompany Debt between arising from performance or appeal bonds or surety obligations required by Applicable Law in connection with the operation of the Properties of any Borrower or any Restricted Subsidiary and any in the Ordinary Course of its Subsidiaries or between Subsidiaries Business;
(e) to the extent permitted by Section 9.05(h10.2.4(d) and with respect to Investments in Foreign Subsidiaries, Section 10.2.4(m)(ii), (X) intercompany Debt between the Borrowers, between any Borrower and any Restricted Subsidiary or between Restricted Subsidiaries; provided, that all such Debt shall be (i) evidenced by a master intercompany note, in form and substance reasonably satisfactory to Administrative Agent (the “Intercompany Note”), and, if owed to an Obligor, which shall be subject to a first priority (or, subject to the Intercreditor Agreement, second priority) perfected Lien in favor of Administrative Agent pursuant to the Loan Documents, and (ii) unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note and (Y) intercompany Debt owing by any Borrower or any Restricted Subsidiary to any Excluded Subsidiary, provided that such Debt is evidenced by the Intercompany Note to which such Excluded Subsidiary is a party and is unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note;
(f) Debt issued to insurance companies, or their affiliates, to finance insurance premiums payable to such insurance companies in connection with insurance policies purchased by a Obligor in the Ordinary Course of Business;
(g) Debt (i) with respect to (X) the Term Loans made or deemed made on the Third Amendment Effective Date pursuant to the Term Loan Credit Agreement in an aggregate principal amount not heldto exceed $51,215,625 at any time outstanding plus (Y) any increase in the principal amount of the Term Loans solely as a result of paid-in-kind interest thereon;
(h) Debt with respect to Permitted Junior Priority Secured/Unsecured Debt (and any Permitted Junior Priority Secured/Unsecured Debt or Permitted Unsecured Debt which refinances or replaces such Permitted Junior Priority Secured/Unsecured Debt, assignedincluding any such refinancing or replacement Debt) that is incurred in reliance on this Section 10.2.1(h)) in an aggregate principal amount not to exceed $50,000,000 at any time outstanding for all such Debt;
(i) Debt with respect to Permitted Junior Priority Secured/Unsecured Debt to the extent the proceeds of such Debt are used to refinance, transferredin whole or in part, negotiated or pledged any unsecured Debt as long as (i) each of the Refinancing Conditions (other than pursuant with respect to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
clause (e) Unsecured senior debt, provided that of the principal amount does not exceed $300,000,000 definition of “Refinancing Conditions”) are satisfied and (“Senior Unsecured Notes”), and any guarantees thereof; provided that (iii) after giving effect to the incurrence of such Debt (including any such refinancing or replacement Debt), the ratio of (X) the PP&E Value to (Y) the aggregate principal amount of Debt permitted by Section 10.2.1(g) that is outstanding on such date and all Permitted Junior Priority Secured/Unsecured Debt incurred prior to the date of determination in reliance on this Section 10.2.1(i) (including, for the avoidance of doubt, any such Permitted Junior Priority Secured/Unsecured Debt that is unsecured) is at least 1.35 to 1.00 and Administrative Agent receives a certificate of a Senior Unsecured Notes Officer, in form and substance reasonably satisfactory to Administrative Agent, certifying and demonstrating in reasonable detail that all of the requirements set forth in subclauses (i) and (ii) of this clause (i) have been satisfied or will be satisfied on or prior to the incurrence of such Debt;
(j) Debt with respect to Borrowed Money owing by Foreign Subsidiaries to non-Affiliates in an aggregate principal amount not to exceed $5,000,000 as long as (a) no Obligor (i) provides any guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Debt) or (ii) is directly or indirectly liable (as a guarantor or otherwise) for such Debt; (b) the incurrence of which will not result in any recourse against any of the assets of any Obligor and (c) no default with respect to which would permit (upon notice, lapse of time or both) any holder of any other Debt of any Obligor to declare pursuant to the express terms governing such Debt a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity;
(k) Borrowed Money (other than the Obligations, Term Loans and Permitted Purchase Money Debt) set forth on Schedule 10.2.1(k), but only to the extent outstanding on the Closing Date;
(l) Debt with respect to Bank Products incurred in the Ordinary Course of Business;
(m) Debt that is in existence when a Person becomes a Restricted Subsidiary or that is secured by an asset (other than Accounts) when acquired by a Borrower or a Restricted Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition; provided that, after giving pro forma effect to such incurrence of Debt and acquisition of such Restricted Subsidiary or asset pursuant to this clause (m), (i) the Fixed Charge Coverage Ratio on a pro forma basisbasis (x) for the four-Fiscal Quarter period ending on the last day of the most recent Fiscal Quarter prior to the date of such payment or transaction, in each case for which Administrative Agent has received financial statements in accordance with Section 10.1.2(a) or 10.1.2(b) or (y) during the Loan Parties shall be in compliance with Reporting Trigger Period, for the covenants set forth in Section 9.0112-month period ending on the last day of the most recent month prior to the date of such payment or transaction (on the basis of internally prepared monthly financial statements for the 12-month period then ended), is at least 1.00 to 1.00 and (ii) the Asset Coverage Ratio (which shall be calculated excluding the value of the assets acquired that are subject to Liens other than liens in favor of Administrative Agent or Permitted Liens that have priority by operation of law, to the extent of the amount of the obligation secured by such Liens) exceeds the Asset Coverage Ratio calculated immediately prior to such incurrence of Debt and acquisition of such Restricted Subsidiary or asset pursuant to this clause (m) and Administrative Agent receives a certificate of a Senior Unsecured Notes remain unsecured Officer certifying and demonstrating in reasonable detail that all of the requirements set forth in clauses (i) and (ii) of this clause (m) have been satisfied or will be satisfied on or prior to the Maturity Dateincurrence of such Debt;
(n) Permitted Contingent Obligations;
(o) Refinancing Debt as long as each Refinancing Condition is satisfied;
(p) Permitted Unsecured Debt that is not included in any of the preceding clauses of this Section so long as, giving pro forma effect to any incurrence of Debt pursuant to this clause (iiip), the Fixed Charge Coverage Ratio on a pro forma basis (x) no scheduled payment for the four-Fiscal Quarter period ending on the last day of principalthe most recent Fiscal Quarter for which Administrative Agent has received financial statements in accordance with Section 10.1.2(a) or 10.1.2(b) or (y) during the Reporting Trigger Period, scheduled mandatory redemption or scheduled sinking fund payment may be due for the 12-month period ending on the last day of the most recent month (on the basis of internally prepared monthly financial statements for the 12-month period then ended), prior to 180 days following the Maturity Datedate of such payment or transaction, is at least 1.00 to 1.00 and Administrative Agent receives a certificate of a Senior Officer certifying and demonstrating in reasonable detail that all of the requirements set forth in this clause (ivp) have been satisfied or will be satisfied on or prior to the financial covenants governing incurrence of such Debt;
(q) Debt are no more restrictive with respect to Hedging Agreements entered into in compliance with Section 10.2.14;
(r) unsecured subordinated Debt incurred (or any subordinated Disqualified Capital Stock issued) pursuant to Section 10.3.3(c) of the Parent Term Loan Credit Agreement (as in effect on the Closing Date) solely to extent necessary in accordance with Section 10.3.3(c) of the Term Loan Credit Agreement to bring the Company and its Subsidiaries than the financial covenants under this Agreement and all in compliance with Section 10.3.1 or 10.3.2 of the covenants and events Term Loan Credit Agreement, as applicable, which shall be subordinated in right of default governing such Debt are not more restrictive with respect payment to the Borrower Obligations upon subordination terms as are reasonably satisfactory to the Administrative Agent; and
(s) Debt in respect of purchase cards and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result similar services in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired300,000.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Borrower will not not, nor will Borrower permit any other Credit Party to, incur, create, assume become or suffer to exist remain liable for any Debt, except:
Debt other than (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
Obligations, (b) Debt associated of any Credit Party to any other Credit Party, (c) Permitted Purchase Money Debt, (d) subject to any adjustment to the Borrowing Base required under Section 2.15, Senior Notes and any guarantees thereof and any Permitted Refinancing Debt, provided that, solely with bonds or other surety obligations in connection with respect to Senior Notes not constituting Permitted Refinancing Debt, (i) obligations or liabilities arising in such Senior Notes do not have any scheduled amortization prior to the ordinary course stated maturity of businesssuch Senior Notes, (ii) Governmental Requirementssuch Senior Notes do not mature sooner than a date that is at least one-hundred and eighty (180) days following the Termination Date in effect on the date of issuance of such Senior Notes, (iii) such Senior Notes and any guarantees thereof are on market terms for similar instruments of issuers of similar size and credit quality given the operation of Oil and Gas Properties or then prevailing market conditions, (iv) judgments pending appeal.
(c) endorsements as determined in good faith by the senior management of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between the Borrower Borrower, such Senior Notes and any of its Subsidiaries guarantees thereof are on terms, taken as a whole, no more restrictive or between Subsidiaries to the extent permitted by Section 9.05(h); burdensome than this Agreement, provided that (A) the financial maintenance covenants with respect to such Debt is Senior Notes are not heldmore restrictive than those in this Agreement and (B) the representations and warranties, assigned, transferred, negotiated or pledged covenants (other than pursuant to financial maintenance covenants) and events of default of such Senior Notes are not, taken as a Security Instrumentwhole, more restrictive or burdensome than those in this Agreement, and (v) to such Senior Notes do not have any Person mandatory prepayment or redemption provisions (other than the Borrower customary change of control or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower asset sale tender offer provisions) which would require a mandatory prepayment or a Guarantor shall be subordinated redemption in priority to the Obligations on terms Obligations, (e)and (a) subject to the conditions set forth in the Guaranty Agreement.
(e) Unsecured senior debtRenewable Product Purchase Documents, provided that Debt constituting the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereofobligation of Borrower to make each Monthly Settlement Payment; provided that that, (i) after giving effect upon achieving the “Commercial Operation Date” (as defined in the Renewable Product Purchase Agreement), Administrative Agent shall have received from Borrower written notice of the occurrence thereof and (ii) within five (5) Business Days of payment of any such Monthly Settlement Payment by Borrower in excess of $100,000, Administrative Agent shall have received from Borrower written notice as to the incurrence amount of such Monthly Settlement Payment and such additional details as reasonably requested by Administrative Agent, (f) subject to the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants conditions set forth in Section 9.01the Renewable Product Purchase Documents, (ii) Debt constituting the Senior Unsecured Notes remain unsecured prior obligation to provide the Performance Security; provided that, promptly after providing such Performance Security, Administrative Agent shall have received from Borrower written notice as to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt Performance Security, the circumstances under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding which such Performance Security was provided and whichsuch additional details as reasonably requested by Administrative Agent, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
and (g) other Debt in an amount not to exceed $10,000,000 in aggregate principal amount at any one time $20,000,000 in the aggregate. Solely for purposes of clause (d) of this Section 9.1, any Permitted Senior Debt for the payment of which the proceeds of other Senior Notes or Permitted Refinancing Debt has been deposited in trust or otherwise set aside shall be deemed no longer “outstanding.
” so long as such Permitted Senior Debt is repaid within sixty (h60) on days after the Closing Date, Parent’s assumption Credit Parties’ receipt of approximately $27,300,000 proceeds of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution such other Senior Notes or Permitted Refinancing Debt.
Appears in 1 contract
Debt. The Loan Parties Borrowers will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrowers and their Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than sixty (ii60) Governmental Requirements, (iii) days past the operation of Oil due date or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt (including guarantees) under Capital Leases and purchase money obligations not to exceed $2,500,000 in the aggregate.
(e) Debt (including guarantees) associated with bonds or surety obligations required by Governmental Requirements or any other Person in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower Borrowers, between either of the Borrowers and any of its Subsidiaries Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than either of the Borrower Borrowers or one of its their Wholly-Owned SubsidiariesSubsidiaries or the Administrative Agent on behalf of the "Lenders" and "Swap Counterparties" (as such terms are defined in the Intercreditor Agreement), and, provided further, that any such Debt owed by either the a Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Security Agreement or the Intercreditor Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 endorsements of negotiable instruments for collection in aggregate principal amount at any one time outstandingthe ordinary course of business.
(h) Debt under the Senior Credit Agreement that does not exceed $100,000,000 in the aggregate and Debt under the Second Lien Term Loan Agreement and any guarantees thereof, the principal amount of which Debt does not exceed $100,000,000 in the aggregate.
(i) Debt in connection with Swap Agreements and permitted in accordance with Section 9.18.
(j) reimbursement obligations under (i) letters of credit outstanding on the Closing Date, Parent’s assumption date of approximately this Agreement and (ii) other letters of credit provided the aggregate undrawn face amount of such other letters of credit does not exceed $27,300,000 20,000,000.
(k) guarantees of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtotherwise permitted under Section 9.02.
Appears in 1 contract
Samples: Third Lien Term Loan Agreement (Quest Resource Corp)
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than sixty (ii60) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt (including guarantees) under Capital Leases not to exceed $5,000,000.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debt, provided that endorsements of negotiable instruments for collection in the principal amount does not exceed $300,000,000 ordinary course of business.
(“Senior Unsecured Notes”), h) Debt under the 2011 Notes (and any guarantees thereof; provided that thereof by Guarantors) outstanding on the Effective Date.
(i) after giving effect to Debt under the incurrence 2012 Notes (and any guarantees thereof by Guarantors) outstanding on the Effective Date and any 2013 Notes issued within 90 days of the Senior Unsecured Notes on a pro forma basisEffective Date, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Net Cash Proceeds of which are used to purchase 2012 Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive tendered for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event “change of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notescontrol” provisions.
(fj) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at the 2013 Notes (and any one time guarantees thereof by Guarantors) outstanding and which, at on the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquiredEffective Date.
(gk) other Debt not to exceed $10,000,000 5,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Senior Revolving Credit Agreement (Petrohawk Energy Corp)
Debt. The Loan Parties Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes Loans or other Indebtedness Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness Secured Obligations arising under the Loan Documents.Documents or any Secured Swap Agreement;
(b) Debt of any Loan Party under Purchase Money Security Interests and Capital Leases not to exceed $2,000,000;
(c) Debt associated with worker’s compensation claims, bonds or other surety obligations in connection with (i) obligations required by Governmental Requirements or liabilities arising by third parties in the ordinary course of business, (ii) Governmental Requirements, (iii) business in connection with the operation of of, or provision for the abandonment and remediation of, the Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.Properties;
(d) intercompany (i) Debt between the Borrower and any of its Subsidiaries or that are Loan Parties, (ii) Debt between the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the extent permitted Borrower and its Subsidiaries which are Loan Parties by Section 9.05(h)any other Loan Party; provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Loan Party, and, provided further, that and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement.;
(e) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business;
(f) obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due;
(g) Debt associated with appeal bonds and bonds or sureties provided that to any Governmental Authority or to any other Person in connection with the principal amount does not exceed $300,000,000 operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties;
(“h) Debt in respect of Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of or issuance thereof, the Senior Unsecured Notes Borrower shall be in compliance on a pro forma basis, the Loan Parties shall be in compliance basis with the financial covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured no Borrowing Base Deficiency exists immediately prior to the Maturity Dateissuance of such, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is shall be adjusted pursuant to as set forth in Section 2.07(e), and (viiv) the Senior Unsecured Notes Borrower shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.make any prepayment required by Section 3.04(c)(iii);
(fi) Debt under Capital Leases or purchase money Debt To the extent constituting Debt, obligations in respect of Swap Agreements;
(j) other Debt, not to exceed $10,000,000 4,500,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding., provided that any secured Debt shall not exceed $2,000,000;
(hk) on the Closing Date, Parent’s assumption any guarantee of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement any other Debt permitted to pay the assumed Contribution be incurred hereunder;
(l) Debt immediately following the contribution by LRR-A of its share in respect of the Contributed Properties Second Lien Notes (including Permitted Refinancing Debt thereof) that is subject to Parent in exchange for a release the terms of the liens securing Second Lien Intercreditor Agreement; provided that after giving effect to the Contribution Debtincurrence or issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 9.01; and
(m) obligations in respect of any Borrower Preferred Units so long as such obligations are not classified as debt under GAAP or no mandatory redemption payment is then due; provided, however, even if such Borrower Preferred Units are classified as debt under GAAP or a mandatory redemption payment is due thereunder (“Reclassified Units”), such Reclassified Units shall still be deemed permitted under this Section 9.02(m) as long as the Borrower is in pro forma compliance with the financial covenants set forth in Section 9.01 measured upon giving effect to such Reclassified Units.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds or other surety obligations in connection with of the Borrower and its Restricted Subsidiaries existing on the Initial Funding Date that is reflected on Schedule 9.02.
(c) Debt under Finance Leases and Purchase Money Debt not to exceed the greater of (i) $40,000,000 and (ii) 5% of the Borrowing Base in the aggregate at any one time outstanding.
(d) Debt associated with bonds, guarantees, letters of credit or surety obligations required by Governmental Requirements or liabilities arising incurred in the ordinary course of business, (ii) Governmental Requirements, (iii) in each case in connection with the operation of the Oil and Gas Properties and not in connection with money borrowed, or (iv) judgments pending appealDebt associated with guarantees or surety obligations delivered by the Borrower to any provider of such bonds.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(de) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Restricted Subsidiaries, and, provided provided, further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(ef) Unsecured senior debt, provided that endorsements of negotiable instruments for collection in the principal amount does not exceed $300,000,000 ordinary course of business.
(“Senior Unsecured Notes”), and g) Debt constituting a guarantee by any guarantees thereofCredit Party of any Debt incurred by another Credit Party so long as the incurrence of such Debt by such other Credit Party is otherwise permitted by this Section 9.02.
(h) Debt arising under Swap Agreements permitted by Section 9.13.
(i) unsecured Specified Additional Debt; provided that (i) after giving effect to the incurrence of such Debt, (A) no Event of Default shall have occurred and be continuing and (B) the Senior Unsecured Notes Borrower is in compliance on a pro forma basisPro Forma Basis with Section 9.01(a) and (b) for the Rolling Period or fiscal quarter, the Loan Parties shall be in compliance with the covenants set forth in as applicable, most recently ended for which financial statements have been delivered pursuant to Section 9.018.01(a) or (b), (ii) such Debt does not have any scheduled principal payments until the Senior Unsecured Notes remain unsecured prior to date that is one hundred eighty (180) days following the Maturity Date, (iii) on the same day as the incurrence of such Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.07(f) and prepayment is made to the extent required by Section 3.04(c)(iii) and no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior Borrowing Base Deficiency would then exist after giving effect to 180 days following the Maturity Datesuch adjustment and prepayment, (iv) to the financial covenants governing extent such Debt are no more restrictive with respect is expressly subordinated in right of payment to the Parent and its Subsidiaries than the financial covenants under this Indebtedness, such Debt shall be subject to a Subordination Agreement and all (v) the Borrower shall have provided the notice required by Section 8.01(l).
(j) Debt of any Person that becomes a Restricted Subsidiary of the covenants and events Borrower after the Initial Funding Date, which Debt is existing at the time such Person becomes a Restricted Subsidiary of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries (other than Debt incurred in contemplation of such Person’s becoming a Restricted Subsidiary of the covenants and Events of Default under this AgreementBorrower); provided that the inclusion aggregate principal amount of any covenant that is customary with respect to all such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes exceed the greater of this clause, (vi) contemporaneously with the incurrence $40,000,000 and (ii) 5% of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) in the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(hk) Specified Additional Debt in the form of Junior Lien Debt in an aggregate principal amount not to exceed $125,000,000; provided that (i) after giving effect to the incurrence of such Debt, (A) no Event of Default shall have occurred and be continuing and (B) the Borrower is in compliance on a Pro Forma Basis with Section 9.01(a) and (b) for the Rolling Period or fiscal quarter, as applicable, most recently ended for which financial statements have been delivered pursuant to Section 8.01(a) or (b), (ii) such Debt does not have any scheduled principal payments until the date that is one hundred eighty (180) days following the Maturity Date, (iii) on the Closing Date, Parent’s assumption same day as the incurrence of approximately $27,300,000 of Contribution such Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.07(f) and Parent’s prepayment is made to the extent required by Section 3.04(c)(iii) and Borrower’s no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, (iv) such Debt is subject to an Intercreditor Agreement, which agreement shall provide that the Liens securing such Debt shall rank junior to pay the assumed Contribution Lien securing the Indebtedness and (v) the Borrower shall have provided the notice required by Section 8.01(l).
(l) other Debt immediately following not otherwise permitted pursuant to this Section 9.02 not to exceed the contribution by LRR-A greater of its share (i) $15,000,000 and (ii) 2.50% of the Contributed Properties to Parent Borrowing Base in exchange for a release of the liens securing the Contribution Debtaggregate at any one time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Pressburg, LLC)
Debt. The Loan Parties None of the Parent, the Borrower or any of their Subsidiaries will not incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds accounts payable and other accrued expenses, liabilities or other surety obligations in connection with to pay (ifor the deferred purchase price of Property or services) obligations or liabilities arising from time to time incurred in the ordinary course of business, business which are not greater than ninety (ii90) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appealfor which adequate reserves have been maintained in accordance with GAAP.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between among the Parent, the Borrower and any of its the Borrower’s Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower Parent or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by the Borrower to either the Borrower Parent or a Guarantor shall be subordinated to the Obligations Indebtedness owed by the Borrower or a Guarantor on terms set forth in the Guaranty Guarantee Agreement.
(d) endorsements of negotiable instruments for collection in the ordinary course of business.
(e) Unsecured senior debtExisting Senior Notes and additional Senior Debt, provided that the principal amount of such additional Senior Debt does not exceed $300,000,000 (“Senior Unsecured Notes”)400,000,000, and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(o), (ii) at the time of incurring such Senior Debt (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Senior Debt after giving effect to the incurrence of the such Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (iiiii) the incurrence of such Senior Unsecured Notes remain unsecured Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Senior Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (iiiv) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following such Senior Debt does not mature sooner than the date which is one year after the Maturity Date, Date and (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (vvi) contemporaneously with the incurrence of the such Debt (and any concurrent repayment of Existing Senior Unsecured Notes), the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notesapplicable.
(f) Debt under other Debt, including Capital Leases or and purchase money Debt not to exceed $10,000,000 15,000,000 in aggregate principal amount at any one time outstanding and whichthe aggregate, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed the lesser of $10,000,000 30,000,000 or 5% of the then effective Borrowing Base in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes Loans or other Indebtedness Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness Secured Obligations arising under the Loan Documents.Documents or any Secured Swap Agreement;
(b) Debt of any Loan Party under Purchase Money Security Interests and Capital Leases not to exceed $2,000,000;
(c) Debt associated with worker’s compensation claims, bonds or other surety obligations in connection with (i) obligations required by Governmental Requirements or liabilities arising by third parties in the ordinary course of business, (ii) Governmental Requirements, (iii) business in connection with the operation of of, or provision for the abandonment and remediation of, the Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.Properties;
(d) intercompany (i) Debt between the Borrower and any of its Subsidiaries or that are Loan Parties, (ii) Debt between the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the extent permitted Borrower and its Subsidiaries which are Loan Parties by Section 9.05(h)any other Loan Party; provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Loan Party, and, provided further, that and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement.;
(e) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business;
(f) obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due;
(g) Debt associated with appeal bonds and bonds or sureties provided that to any Governmental Authority or to any other Person in connection with the principal amount does not exceed $300,000,000 operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties;
(“h) Debt in respect of Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of or issuance thereof, the Senior Unsecured Notes Borrower shall be in compliance on a pro forma basis, the Loan Parties shall be in compliance basis with the covenants set forth in Section 9.01financial covenants, and (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is shall be adjusted pursuant to as set forth in Section 2.07(e), and (vi) the Senior Unsecured Notes Borrower shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.make any prepayment required by Section 3.04(c)(iii);
(fi) Debt under Capital Leases or purchase money Debt To the extent constituting Debt, obligations in respect of Swap Agreements;
(j) other Debt, not to exceed $10,000,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding., the greater of (i) $2,000,000 and (ii) 3% of the Borrowing Base existing at the time such Debt is incurred; and
(hk) on the Closing Date, Parent’s assumption any guarantee of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement any other Debt permitted to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtbe incurred hereunder.
Appears in 1 contract
Debt. The Loan Parties Parent, OP LLC and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan DocumentsIndebtedness.
(b) Debt associated with bonds existing on the date hereof that is reflected in the Financial Statements or other in Schedule 9.02.
(c) [Reserved.]
(d) Purchase Money Debt and Debt under Capital Leases not to exceed $25,000,000.
(e) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and similar obligations (including those incurred to secure health, safety and environmental obligations) and obligations in respect of letters of credit, bank guaranties or instruments related thereto, in each case, not in connection with (i) obligations or liabilities arising money borrowed and provided in the ordinary course of businessbusiness or consistent with past practice in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between or among the Restricted Parties to the extent permitted by Section 9.05; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, OP LLC, the Borrower or one of its Wholly-Owned Subsidiaries and (ii) Governmental Requirements, any such Debt owed by a Credit Party shall be (iiiA) subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement and (B) shall not have any scheduled amortization prior to the date that is one (1) year after the earlier of (x) the operation Maturity Date and (y) the Payment in Full of Oil and Gas Properties or (iv) judgments pending appealthe Secured Obligations.
(cg) endorsements of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gh) other Debt not to exceed $10,000,000 in the aggregate principal amount at any one time outstanding.
(hi) unsecured Senior Notes and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof not to exceed $400,000,000 in the aggregate at any one time outstanding; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt, no Default has occurred and is then continuing and after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), no Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, (iii) the Borrower shall be in pro forma compliance with Section 9.01(a) and in pro forma compliance with a Leverage Ratio of not greater than 2.5 to 1.0, in each case, calculated for the most recent Test Period on a pro forma basis for such Debt incurrence, (iv) on the Closing Reduction Date, Parent’s assumption of approximately $27,300,000 of Contribution the Borrowing Base shall be adjusted to the extent required by Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iv) and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, (v) such Senior Notes or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (vi) such Senior Notes or Permitted Refinancing Debt do not mature sooner than the date which is one year after the Maturity Date, (vii) such Senior Notes or Permitted Refinancing Debt and Parent’s any guarantees thereof are on terms, taken as a whole, at least as favorable to the Borrower and Borrower’s agreement the Guarantors as market terms for issuers of similar size and credit quality given the then prevailing market conditions as determined by the Borrower in good faith and (viii) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to pay the assumed Contribution Indebtedness; provided that if such Senior Notes are issued to finance all or a portion of a direct or indirect acquisition of Oil and Gas Properties, such Senior Notes may contain mandatory prepayment or redemption provisions providing for the repayment or redemption of such Senior Notes in the event that such acquisition is not consummated by a certain date in an amount not to exceed the principal amount of such Senior Notes and any accrued interest thereon through the prepayment or redemption date.
(j) Debt immediately following the contribution constituting Investments permitted by LRR-A Section 9.05 (other than Section 9.05(m)).
(k) Debt under Swap Agreements permitted pursuant to Section 9.18.
(l) Debt owed to insurance companies for premiums on policies required by Section 8.07.
(m) Debt in respect of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtnetting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements.
Appears in 1 contract
Debt. The Loan Parties will not incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds or other surety obligations in connection with (i) obligations or liabilities arising in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) both before and after giving effect to the incurrence of the Senior Unsecured Notes, no Default or Event of Default has occurred and is continuing and after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, clause and (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing DateFirst Lien Debt under the First Lien Loan Documents, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement subject to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share terms of the Contributed Properties to Parent Intercreditor Agreement; so long as the Capped Obligations (as defined in exchange for a release of the liens securing Intercreditor Agreement) are less than the Contribution DebtFirst Lien Cap (as defined in the Intercreditor Agreement).
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Loans, any Notes or other Indebtedness Secured Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness Secured Obligations arising under the Loan Documents, and any deferred put premiums associated with Swap Agreements entered into with an Approved Counterparty.
(b) the Convertible Note (but no Permitted Refinancing Debt in respect of the Convertible Note) and any Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt (including guarantees) under Capital Leases, provided that the aggregate amount of such Debt and Debt incurred pursuant to Sections 9.02(j) and (k) does not exceed the greater of $30,000,000 or 10% of the then effective Borrowing Base at any one time outstanding.
(e) Debt associated with bonds or other surety obligations required by Governmental Requirements in connection with (i) obligations or liabilities arising in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of the Oil and Gas Properties or (iv) judgments pending appealProperties.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(df) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business.
(h) Debt under any Senior Notes issued after the Effective Date, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) at the time of incurring such Debt (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (ii) the Senior Unsecured Notes remain unsecured such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following such Debt does not mature sooner than one year after the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all terms of the covenants and events of default governing such Debt are not materially more restrictive with respect to the Borrower and its Subsidiaries onerous, taken as a whole, than the covenants and Events terms of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clauseand the other Loan Documents, (v) contemporaneously with the incurrence of the Senior Unsecured Notessuch Debt and any guarantees thereof are on prevailing market terms for similarly situated companies, (vi) the Borrowing Base is adjusted pursuant to as contemplated by Section 2.07(e) and the Borrower makes any prepayment required under Section 3.04(c)(iii).
(i) Debt incurred to finance insurance premiums.
(j) Debt incurred solely for the purpose of financing the acquisition, and construction or improvement of any fixed or capital assets, including Debt assumed in connection with the acquisition of such assets; provided that (vii) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (fii) the aggregate amount of such Debt under Capital Leases and Debt incurred pursuant to Sections 9.02(d) and (l) does not exceed the greater of $30,000,000 or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life 10% of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount then effective Borrowing Base at any one time outstanding.
(hk) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution other Debt, provided that the aggregate amount of such Debt and Parent’s Debt incurred pursuant to Sections 9.02(d) and Borrower’s agreement to pay (j) does not exceed the assumed Contribution Debt immediately following the contribution by LRR-A greater of its share $30,000,000 or 10% of the Contributed Properties then effective Borrowing Base at any one time outstanding. For the avoidance of doubt, an issue of Senior Notes may be comprised of Debt only a portion of which constitutes Permitted Refinancing Debt to Parent in exchange for a release the extent the aggregate principal amount thereof exceeds the current principal amount of the liens securing the Contribution DebtSenior Notes being refinanced or replaced.
Appears in 1 contract
Samples: Senior Revolving Credit Agreement (Halcon Resources Corp)
Debt. The Loan Parties Parent, OP LLC and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan DocumentsIndebtedness.
(b) Debt associated with bonds existing on the date hereof that is reflected in the Financial Statements or other in Schedule 9.02.
(c) [Reserved.]
(d) Purchase Money Debt and Debt under Capital Leases not to exceed $25,000,000.
(e) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and similar obligations (including those incurred to secure health, safety and environmental obligations) and obligations in respect of letters of credit, bank guaranties or instruments related thereto, in each case, not in connection with (i) obligations or liabilities arising money borrowed and provided in the ordinary course of businessbusiness or consistent with past practice in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between or among the Restricted Parties to the extent permitted by Section 9.05; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, OP LLC, the Borrower or one of its Wholly-Owned Subsidiaries and (ii) Governmental Requirements, any such Debt owed by a Credit Party shall be (iiiA) subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement and (B) shall not have any scheduled amortization prior to the date that is one (1) year after the earlier of (x) the operation Maturity Date and (y) the Payment in Full of Oil and Gas Properties or (iv) judgments pending appealthe Secured Obligations.
(cg) endorsements of negotiable instruments for collection in the ordinary course of business.
(dh) intercompany other Debt between the Borrower and any of its Subsidiaries or between Subsidiaries not to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth exceed $10,000,000 in the Guaranty Agreementaggregate at any one time outstanding.
(ei) Unsecured senior debtSenior Notes of the Parent, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), Borrower and/or Finance Co and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (x) no Default has occurred and is then continuing and (y) after giving effect to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), no Default would result from the incurrence of such Senior Unsecured Notes on a pro forma basisor Permitted Refinancing Debt, (iii) the Loan Parties Borrower shall be in compliance with the covenants set forth Section 9.01(a) and in Section 9.01compliance with a Leverage Ratio of not greater than 2.5 to 1.0, in each case calculated on a Pro Forma Basis after giving effect to such Debt incurrence, (iiiv) the Borrowing Base shall be adjusted to the extent required by Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iv), and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, (v) such Senior Unsecured Notes remain unsecured or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (iiivi) no scheduled payment of principal, scheduled mandatory redemption such Senior Notes or scheduled sinking fund payment may be due prior to 180 days following Permitted Refinancing Debt do not mature sooner than the date which is one year after the Maturity DateDate (provided that Bridge Loans containing automatic rollover or extension provisions (other than if a payment or bankruptcy default exists) resulting in a maturity date no earlier than one year after the Maturity Date shall be permitted), (ivvii) the financial covenants governing (A) such Senior Notes (other than any Bridge Loans or Bridge Loan Exchange Notes) or Permitted Refinancing Debt and any guarantees thereof are no more restrictive with respect on terms, taken as a whole, at least as favorable to the Parent Borrower and its Subsidiaries than the financial covenants under this Agreement Guarantors as market terms for issuers of similar size and all credit quality given the then prevailing market conditions as determined by the Borrower in good faith and (B) in the case of any Bridge Loans or Bridge Loan Exchange Notes, the terms of the covenants and events of default governing of such Debt Debt, taken as a whole, are not more restrictive with on the Parent and the Restricted Subsidiaries in any material respect than the terms of this Agreement as determined by the Borrower in good faith (provided that the debt, liens and restricted payment covenants under a Bridge Loan may be more restrictive than this Agreement during the Initial Bridge Loan Term applicable thereto), (viii) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption in priority to the Borrower Indebtedness (other than (x) customary change of control or asset sale tender offer provisions (provided that, in case of an asset sale tender offer, amounts are permitted to be applied first to the Indebtedness) and its Subsidiaries (y) solely in the case of a Bridge Loan during the Initial Bridge Loan Term applicable thereto, mandatory prepayment provisions based on the incurrence of Debt (other than the covenants Loans), the issuance of Equity Interests and Events any asset sale or casualty or condemnation event (provided that, in case of Default under this Agreementan asset sale or casualty or condemnation event, proceeds are permitted to be applied first to the Indebtedness)); provided that if such Senior Notes are issued to finance all or a portion of a direct or indirect acquisition of Oil and Gas Properties, such Senior Notes may contain mandatory prepayment or redemption provisions providing for the inclusion repayment or redemption of any covenant such Senior Notes in the event that is customary with respect to such type of Debt and that acquisition is not found consummated by a certain date in this Agreement shall an amount not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of exceed the principal amount of such Senior Unsecured NotesNotes and any accrued interest thereon through the prepayment or redemption date, (ix) neither the Parent nor any Subsidiary of the Parent (other than the Borrower or a Guarantor or a Person who becomes a Guarantor in connection therewith) is an obligor under such Debt, (x) if such Debt is senior subordinated or subordinated Debt, the terms of such Debt provide for customary subordination of such Debt to the Indebtedness and (xi) no such Debt shall be secured by any Lien on any Property other than Bridge Loans and Bridge Loan Exchange Notes to the extent expressly permitted by Section 9.03(i).
(fj) Debt constituting Investments permitted by Section 9.05 (other than Section 9.05(m)).
(k) Debt under Capital Leases or purchase money Debt not Swap Agreements permitted pursuant to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquiredSection 9.18.
(gl) other Debt not owed to exceed $10,000,000 in aggregate principal amount at any one time outstandinginsurance companies for premiums on policies required by Section 8.07.
(hm) on the Closing DateDebt in respect of netting services, Parent’s assumption of approximately $27,300,000 of Contribution Debtautomatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtsimilar arrangements.
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Debt. The Loan Parties Neither the Borrower nor any of its Subsidiaries will not incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds accounts payable and other accrued expenses, liabilities or other surety obligations in connection with to pay (ifor the deferred purchase price of Property or services) obligations or liabilities arising from time to time incurred in the ordinary course of business, (ii) Governmental Requirements, (iii) business which are not greater than 90 days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appealfor which adequate reserves have been maintained in accordance with GAAP.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its their Wholly-Owned Subsidiaries, and, provided furtherfurther , that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(ed) Unsecured senior debt, provided that endorsements of negotiable instruments for collection in the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence ordinary course of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notesbusiness.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(ge) other Debt not to exceed $10,000,000 20,000,000 in the aggregate principal amount at any one time outstanding.
(hf) on Debt under any Senior Notes issued after the Closing Effective Date, Parent’s assumption provided that (i) at the time of approximately $27,300,000 incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of Contribution Debtsuch Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) after giving effect to each such incurrence, the Borrower is in pro forma compliance with Section 9.01(b), (iii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iv) such Debt does not mature sooner than one year after the Maturity Date, (v) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, and Parent’s (vi) the Borrowing Base is adjusted as contemplated by Section 2.07(f) and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution DebtBorrower makes any prepayment required under Section 3.04(c)(iii).
Appears in 1 contract
Debt. The Loan Parties It will not create, incur, create, assume or suffer to exist exist, or permit any Debtof its Subsidiaries to create, exceptincur, assume or suffer to exist, any Debt other than:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising Debt under the Loan Documents.;
(b) intercompany Debt; PROVIDED, HOWEVER, that (x) such Debt associated with bonds shall be unsecured and, to the extent such Debt is incurred by a Loan Party, subordinated to the Advances and evidenced by an intercompany note in substantially the form of Exhibit D hereto and, to the extent such Debt is owed to a Loan Party, pledged to the Lenders pursuant to the Security Documents to secure the Borrowers' Obligations under the Loan Documents, and (y) loans made pursuant to this clause (b) may not be made to any Shipping Subsidiary created after the date hereof other than in an amount not to exceed the amount equal to the down payment for the vessel owned by such Shipping Subsidiary (such down payment not to exceed 30% of the purchase price for such vessel);
(c) shipping vessel mortgages of any Shipping Subsidiary and unsecured guarantees of Shipping Holdings of shipping vessel mortgages of any Shipping Subsidiary;
(d) other direct or indirect guaranties (other surety obligations than the guaranties referred to in connection with clause (c) above) of the Debt of other Persons not to exceed in the aggregate U.S.$50,000,000 (or the non-U.S. currency equivalent thereof);
(e) Debt under Capitalized Leases, including any Capitalized Leases for refrigerated containers, in an aggregate principal amount not exceeding U.S.$200,000,000 (or the non-U.S. currency equivalent thereof);
(f) Existing Debt secured by Real Property on the Agreement Date, and any Debt constituting a refinancing thereof; PROVIDED that any such refinancing shall not increase the aggregate principal amount of such existing Debt immediately prior to such refinancing and shall not be secured by any assets other than Real Property;
(g) Debt secured by Liens on acquired assets permitted by clause (f) of the definition of "Permitted Liens" set forth in Article 1 hereof; PROVIDED that (i) obligations such Debt was in existence prior to the acquisition of such assets and was not created in contemplation thereof, (ii) at the time of acquisition of such assets, such Debt could not be prepaid without penalty or liabilities arising premium, and (iii) the aggregate principal amount of such Debt shall not exceed U.S.$50,000,000 (or the non-U.S. currency equivalent thereof) at any time;
(h) other secured Debt (other than Debt referred to in clauses (e), (f) or (g) above), including any purchase money indebtedness, outstanding in an aggregate principal amount not to exceed U.S.$50,000,000 (or the non-U.S. currency equivalent thereof); PROVIDED that no such Debt shall be secured by any Collateral (other than any Collateral consisting of Equipment (as defined in the Security Agreement) acquired with purchase money financing);
(i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal.;
(cj) endorsements of negotiable instruments for collection in the ordinary course of business.Hedge Agreements and Foreign Exchange Contracts permitted under Section 6.14 hereof;
(dk) intercompany Debt between incurred in connection with or as a consequence of the Borrower acquisition of a controlling equity interest in Saico or the subsequent mandatory tender offer of outstanding shares of Saico, including Debt incurred to refinance and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not heldrestructure Saico's business, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the an aggregate principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at U.S.$30,000,000 (or the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.non-U.S. currency equivalent thereof); and
(gl) other unsecured Debt on commercially reasonable terms and conditions and aggregating on a Consolidated basis not to exceed $10,000,000 in aggregate principal amount more than U.S.$75,000,000 (or the non-U.S. currency equivalent thereof) at any one time outstanding."
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share 1.12 AMENDMENT TO SECTION 6.6. Section 6.6 of the Contributed Properties to Parent Credit Agreement, INVESTMENTS; ACQUISITIONS, is hereby deleted in exchange for a release of its entirety and the liens securing the Contribution Debt.following is substituted in lieu thereof:
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Debt. The Loan Parties Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than one hundred twenty (ii120) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt under Capital Leases not to exceed $5,000,000.
(e) Debt associated with worker's compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower and any of its Subsidiaries Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debt, provided that endorsements of negotiable instruments for collection in the principal amount does not exceed $300,000,000 ordinary course of business.
(“Senior Unsecured Notes”), h) Debt under the Convertible Promissory Note.
(i) Debt subordinated to the Indebtedness and any guarantees thereof; , provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders, not less than ten Business Days prior written notice of its intent to incur such Debt, the amount thereof, and the anticipated closing date, together with copies of drafts of the material definitive documents therefor and, when completed, copies of the final versions of such material definitive documents, (ii) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such 69 incurrence), (iiiii) the Senior Unsecured Notes remain unsecured incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Debt does not have any scheduled amortization prior to four years after the Maturity Date, (iiiv) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following such Debt does not mature sooner than four years after the Maturity Date, (ivvi) the financial covenants governing such Debt and any guarantees thereof are no more restrictive with respect subordinated on terms satisfactory to the Parent Administrative Agent and its Subsidiaries than the financial covenants under this Agreement Super-Majority Lenders, and all of the covenants and events of default governing such Debt are not more restrictive with respect (vii) prior to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of such Debt, the Senior Unsecured Notes, Super-Majority Lenders shall have the right to adjust the amount of the Borrowing Base is adjusted pursuant to Section 2.07(e)reflect the incurrence of such Debt utilizing the most recently delivered Reserve Reports, and (vi) in no event shall the Senior Unsecured Notes shall Borrower incur such Debt until the Borrowing Base has been so adjusted or the Borrower has received a written notice from the Administrative Agent notifying the Borrower that the Super-Majority Lenders have elected not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of to adjust the principal amount of such Senior Unsecured NotesBorrowing Base.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gj) other Debt not to exceed $10,000,000 5,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Credit Agreement (Bill Barrett Corp)
Debt. The Loan Parties will not incurNo later than the third Business Day prior to the Closing Date, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds or other surety obligations in connection Sellers shall provide Purchasers with (i) obligations or liabilities arising in a certificate of Sellers setting forth an estimate of the ordinary course balance of business, all Indebtedness (other than capital leases) of Sellers and the Acquired Subsidiaries as of the close of business on the day immediately preceding the Closing Date and (ii) Governmental Requirements, (iii) the operation customary pay-off letters from all holders of Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged Indebtedness (other than pursuant to a Security Instrumentcapital leases) to any Person other than the Borrower be repaid as of or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity DateClosing, including without limitation, all Indebtedness (other than capital leases) of Sellers or the Acquired Subsidiaries relating to (A) intercompany accounts, (iiiB) no scheduled payment amounts owed to Shareholder, or any family member or Affiliate of principalShareholder, scheduled mandatory redemption or scheduled sinking fund payment may be due (C) amounts for borrowed money under the Loan Facilities. Sellers shall also make arrangements reasonably satisfactory to Purchasers for such holders to provide to Purchasers recordable form mortgage and lien releases, canceled notes and other documents reasonably requested by Purchasers prior to 180 days the Closing such that all Liens on the assets or properties of Sellers or any of the Acquired Subsidiaries that are not Permitted Exceptions shall be satisfied, terminated and discharged on, prior to, or within a reasonable period of time following the Maturity Closing Date, (iv) . On the financial covenants governing such Debt are no more restrictive with respect Closing Date prior to the Parent Closing, Sellers shall deliver to Purchasers a certificate of Sellers setting forth all Indebtedness (other than capital leases) of Sellers and its the Subsidiaries than the financial covenants under this Agreement and all as of the covenants and events close of default governing such Debt are not more restrictive with respect to business on the Borrower and its Subsidiaries than day immediately preceding the covenants and Events of Default under this Agreement; provided that Closing Date. At the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement Effective Time, Purchasers shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pay all Indebtedness disclosed by Sellers pursuant to this Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing7.12, other than an exchange or refinance that does not result any capital leases included in a reduction of the principal amount of such Senior Unsecured NotesAssumed Liabilities, in accordance with the pay-off letters provided by Sellers.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing).
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases or Purchase Money Debt not to exceed $5,000,000 in the aggregate at any time outstanding.
(e) Debt associated with worker’s compensation claims, (ii) Governmental Requirementsperformance, (iii) bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil the Loan Parties’ Properties and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection otherwise in the ordinary course of business.
(df) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtDebt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, provided draft or similar instrument presented by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds.
(h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default.
(i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount does thereof (other than any increase not exceed $300,000,000 (“Senior Unsecured Notes”exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), and any guarantees thereof; provided that (i) after giving effect to such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the incurrence time such Person becomes a Restricted Subsidiary and is not created in contemplation of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01such event, (ii) neither the Senior Unsecured Notes remain unsecured prior to Borrower nor any of the Maturity DateRestricted Subsidiaries shall be liable for such Debt, (iii) no scheduled payment the Borrower is in Pro Forma Compliance with (A) the covenant contained in Section 9.01 and (B) a minimum Recognized Value Ratio of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior 2.00 to 180 days following the Maturity Date1.00, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured NotesDebt does not exceed $1,000,000 in the aggregate at any time outstanding, and (v) any such Debt has a maturity date not sooner than 180 days after the Maturity Date.
(fj) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Capital Leases Section 9.05.
(k) (i) Debt incurred pursuant to the Secured Term Loan Facility, provided that such Debt (A) is subject at all times to the Intercreditor Agreement and (B) does not exceed a maximum principal amount of $275,000,000 at any time outstanding, and (ii) any Debt incurred to refinance or purchase money replace the Debt referred to in the foregoing clause (i) to the extent such refinancing or replacement is permitted under the Intercreditor Agreement.
(l) other unsecured Debt incurred after the date of this Agreement not to exceed $10,000,000 15,000,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding. Notwithstanding anything contained in Section 9.02 to the contrary, in no event shall the Borrower permit the APL General Partner to incur, create, assume or suffer to exist any Debt other than Debt that is incidental to its performance as general partner of APL.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or Notes, the Loans and other Indebtedness arising under the Loan Documents or and any guaranty of or suretyship arrangement for the Notes or Notes, the Loans and other Indebtedness arising under the Loan Documents.
(b) the Senior Notes, all Guarantees thereof and other Debt associated with bonds or other surety obligations in connection with (i) obligations or liabilities arising of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appealFinancial Statements.
(c) endorsements of negotiable instruments for collection purchase money Debt and Debt under Capital Leases not to exceed $150,000,000 in the ordinary course of businessaggregate.
(d) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.
(e) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.06(g); provided that (i) except as provided in (iii) below, such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries or the Administrative Agent, and, provided further, (ii) that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
; and (eiii) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 if such Debt is secured (referred to herein as “Senior Unsecured NotesSecured Subordinated Intercompany Debt”), and any guarantees thereof; provided that (i) after giving effect the Borrower or such Restricted Subsidiary to which such Debt is payable shall have granted to the incurrence of the Senior Unsecured Notes on Administrative Agent a pro forma basis, the Loan Parties shall be security interest in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior such promissory notes held by them pursuant to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Guaranty Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt secured by Liens permitted by Section 9.03(d) and Section 9.03(e), the principal amount of which does not to exceed $10,000,000 100,000,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquiredtime.
(g) endorsements of negotiable instruments for collection in the ordinary course of business.
(h) Debt outstanding under one or more unsecured short term money market credit facilities the principal amount of which does not exceed $300,000,000 in the aggregate.
(i) Debt of the Borrower pursuant to the Bridge Loan Facility (including any conversions into unsecured term loans or exchanges into unsecured Debt securities) and any guarantees thereof;
(j) Debt of the Borrower and any guarantees thereof by the Guarantors, provided that: (i) such Debt is unsecured, (ii) immediately before, and after giving effect to, the incurrence of any such Debt and any concurrent repayment of Debt with the proceeds of such incurrence, no Default exists or would exist, (iii) unless such Debt is subordinated to the Indebtedness, the cash pay interest rate on such Debt is reasonably satisfactory to the Administrative Agent, (iv) such Debt does not have any scheduled amortization of principal prior to the Revolving Maturity Date, (v) such Debt has a stated maturity no earlier than one year after the Revolving Maturity Date, (vi) such Debt does not have mandatory redemption events that are not Events of Default hereunder, (vii) such Debt does not prohibit prior repayment of Loans and (viii) at the time such Debt is incurred, the Borrowing Base then in effect shall be automatically reduced by the lesser of (A) an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, rounded to the nearest $1,000,000 and (B) if requested by the Borrower, an amount (which may be zero) approved by the Majority Revolving Lenders, and the Borrowing Base as so reduced shall become the new Borrowing Base, effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on the date of incurrence until the next redetermination or modification thereof hereunder; provided that, in the event the Borrower consummates a refinancing of Debt incurred under this clause (j) pursuant to clause (l) below (including within the timeframe permitted therein), any such Debt (to the extent in excess of the amount refinanced and therefore requiring a reduction of the Borrowing Base in accordance with the terms hereof) shall be deemed to have been incurred for purposes of this clause (viii) on the date of such refinancing. For purposes of this Section 9.02(j), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to any original issue discount.
(k) other Debt not to exceed $10,000,000 200,000,000 in the aggregate principal amount at any one time outstanding.
(hl) on any renewals, refinancings or extensions of the Closing DateTerm Loans and any Debt described in clauses (b), Parent’s assumption (c), (f), (i), (j) and (k) of approximately $27,300,000 this Section 9.02; provided, however, that (i) except as otherwise permitted herein, the amount of Contribution Debtsuch Debt being renewed, refinanced or extended is not increased at the time of such renewal, refinancing, or extension except by an amount equal to accrued and unpaid interest thereon and a reasonable premium or other reasonable amounts paid, and Parent’s fees and Borrower’s agreement expenses reasonably incurred, in connection with such renewal, refinancing or extension and by an amount equal to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share any existing commitments unutilized thereunder, (ii) any refinancing of the Contributed Properties Debt described in clause (j) shall comply with the provisions of such Section 9.02(j)(i) through (vii), and (iii) for avoidance of doubt, the issuance or incurrence of Debt the proceeds of which are used to Parent in exchange for a release repay or defease any of the liens securing Term Loans, the Contribution Bridge Loan Facility (including any conversions into unsecured term loans or exchanges into unsecured Debt securities thereof), the Senior Notes or any Permitted Additional Debt (or to repay any Revolving Loans used to repay or defease any of the Term Loans, the Bridge Loan Facility (including any conversions into unsecured term loans or exchanges into unsecured Debt securities thereof), the Senior Notes or any Permitted Additional Debt) within 75 days of receipt of the net proceeds from such issuance or incurrence shall constitute a refinancing for purposes of this Section 9.02(l).
(m) Debt consisting of the financing of insurance premiums if the amount financed does not exceed the premium payable for the current policy period.
(n) guarantees by the Borrower and the Restricted Subsidiaries of Debt of Plains Offshore and its Subsidiaries under the Plains Offshore Credit Agreement; provided that the principal amount of such Debt may not exceed $300,000,000 in the aggregate at any time.
(o) Debt incurred by the Borrower in anticipation of an acquisition permitted hereunder if (i) the amount of such Debt does not exceed the purchase price of such acquisition plus the fees and expenses incurred in connection with the acquisition, (ii) the proceeds of such Debt are held in Investments permitted by clauses (c), (d), (e) and (f) of Section 9.06 pending such acquisition, (iii) the Borrower is irrevocably obligated to redeem such Debt if the acquisition is not consummated prior to the earlier of (A) six months after the incurrence of such Debt and (B) the date on which either party has the right to terminate the acquisition agreement if the acquisition has not occurred by such date, and (iv) if the acquisition is consummated within such time, the Debt would be permitted by Section 9.02(j) (without regard to clause (vi) thereof).
Appears in 1 contract
Samples: Credit Agreement (Plains Exploration & Production Co)
Debt. The Loan Parties Neither the Parent Borrower nor any other Restricted Subsidiary will not incur, create, assume or suffer permit to exist any Debt, except:
(a) the Notes The Loans or other Indebtedness arising under the Loan Documents Obligations or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness arising under the Loan DocumentsObligations.
(b) Debt associated with bonds or other surety obligations in connection with (i) obligations or liabilities arising in Debt of the ordinary course of businessLoan Parties existing on the Original Closing Date and listed on Schedule 9.01 to the Original Credit Agreement, (ii) Governmental Requirements, the Senior Notes and Senior Notes Guarantees issued on the Original Closing Date (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Notes and Senior Notes Guarantees) and (iii) any refinancings, refundings, renewals or extensions thereof; provided that (A) any such refinancing Debt is in an aggregate principal amount not greater than the operation aggregate principal amount of Oil the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and Gas Properties reasonable fees and expenses associated therewith, (B) such refinancing Debt has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Debt being renewed or refinanced and (ivC) judgments pending appealthe covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall, in the aggregate, not be materially less favorable to the Lenders than those contained in the Debt being renewed or refinanced.
(c) endorsements Accounts payable (for the deferred purchase price of negotiable instruments for collection Property or services) from time to time incurred in the ordinary course of business.
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.03(c); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debtDebt arising from the honoring by a bank or other financial institution of a check, provided draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five Business Days of incurrence.
(f) Debt of the principal Parent Borrower and the other Restricted Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the operations of the Parent Borrower and the other Restricted Subsidiaries, including guarantees of any such Hedging Agreements.
(g) Debt in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed).
(h) Any guaranty by the Parent Borrower or another Restricted Subsidiary of Debt of a Loan Party that is permitted under this Agreement.
(i) Debt consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business.
(j) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business.
(k) Debt in respect of Purchase Money Obligations and Capitalized Lease Obligations, and refinancings or renewals thereof, in an aggregate amount does not to exceed $300,000,000 30.0 million at any time outstanding.
(“Senior Unsecured Notes”), and l) Debt assumed in connection with any guarantees thereofPermitted Acquisition or of any Person that becomes a Restricted Subsidiary after the Original Closing Date; provided that (i) such Debt exists at the time such Permitted Acquisition is consummated or such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with the consummation of such Permitted Acquisition or such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Debt (other than Capitalized Lease Obligations) permitted by this clause (l) shall not exceed $15.0 million at any time outstanding and the aggregate principal amount of Capitalized Lease Obligations permitted by this clause (l) shall not exceed $75.0 million at any time outstanding.
(m) Debt representing deferred compensation to employees of the Companies or similar arrangements (including, without limitation, Debt issued in connection with Restricted Payments permitted under Section 9.04(d)).
(n) Debt incurred in a Permitted Acquisition or a transaction permitted under Section 9.16 solely due to terms providing for the adjustment of a purchase price or similar adjustments.
(i) unsecured Debt incurred to finance a Permitted Acquisition; provided that, after giving effect to the such incurrence of the Senior Unsecured Notes and such Permitted Acquisition on a pro forma basisPro Forma Basis, (A) no Default then exists or would result therefrom, (B) the Loan Parties Parent Borrower shall be in compliance with the covenants set forth Financial Covenants on a Pro Forma Basis as of the most recent Test Period (assuming, for purposes of Sections 9.12 and 9.13, that such Permitted Acquisition and incurrence of Debt, and all other Permitted Acquisitions and incurrences of Debt consummated since the first day of the relevant Test Period for each of the Financial Covenants ending on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period); provided that with respect to Section 9.12, after giving effect to such incurrence and such Permitted Acquisition on a Pro Forma Basis, the Leverage Ratio shall be at least 0.25:1.00 less than the maximum Leverage Ratio permitted under Section 9.12 as of the end of the latest Test Period, and (C) in Section 9.01the case of any Debt incurred under this clause (o)(i), such Debt has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Term Loans, and (ii) the Senior Unsecured Notes remain other unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount not exceeding $15.0 million at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Parent, OP LLC and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan DocumentsIndebtedness.
(b) Debt associated with bonds existing on the date hereof that is reflected in the Financial Statements or other in Schedule 9.02.
(c) [Reserved.]
(d) Purchase Money Debt and Debt under Capital Leases not to exceed $25,000,000.
(e) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and similar obligations (including those incurred to secure health, safety and environmental obligations) and obligations in respect of letters of credit, bank guaranties or instruments related thereto, in each case, not in connection with (i) obligations or liabilities arising money borrowed and provided in the ordinary course of businessbusiness or consistent with past practice in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between or among the Restricted Parties to the extent permitted by Section 9.05; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, OP LLC, the Borrower or one of its Wholly-Owned Subsidiaries and (ii) Governmental Requirements, any such Debt owed by a Credit Party shall be (iiiA) subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement and (B) shall not have any scheduled amortization prior to the date that is one (1) year after the earlier of (x) the operation Maturity Date and (y) the Payment in Full of Oil and Gas Properties or (iv) judgments pending appealthe Secured Obligations.
(cg) endorsements of negotiable instruments for collection in the ordinary course of business.
(dh) intercompany other Debt between the Borrower and any of its Subsidiaries or between Subsidiaries not to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth exceed $10,000,000 in the Guaranty Agreementaggregate at any one time outstanding.
(ei) Unsecured senior debtunsecured Senior Notes of the Parent, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), Borrower and/or Finance Co and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt, no Default has occurred and is then continuing and after giving effect to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), no Default would result from the incurrence of such Senior Unsecured Notes on a pro forma basisor Permitted Refinancing Debt, (iii) the Loan Parties Borrower shall be in compliance with the covenants set forth Section 9.01(a) and in Section 9.01compliance with a Leverage Ratio of not greater than 2.5 to 1.0, in each case calculated on a Pro Forma Basis after giving effect to such Debt incurrence, (iiiv) the Borrowing Base shall be adjusted to the extent required by Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iv) and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, (v) such Senior Unsecured Notes remain unsecured or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (iiivi) no scheduled payment of principal, scheduled mandatory redemption such Senior Notes or scheduled sinking fund payment may be due prior to 180 days following Permitted Refinancing Debt do not mature sooner than the date which is one year after the Maturity Date, (ivvii) the financial covenants governing such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect on terms, taken as a whole, at least as favorable to the Borrower and its Subsidiaries the Guarantors as market terms for issuers of similar size and credit quality given the then prevailing market conditions as determined by the Borrower in good faith, (viii) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the covenants and Events of Default under this AgreementIndebtedness; provided that if such Senior Notes are issued to finance all or a portion of a direct or indirect acquisition of Oil and Gas Properties, such Senior Notes may contain mandatory prepayment or redemption provisions providing for the inclusion repayment or redemption of any covenant such Senior Notes in the event that is customary with respect to such type of Debt and that acquisition is not found consummated by a certain date in this Agreement shall an amount not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of exceed the principal amount of such Senior Unsecured NotesNotes and any accrued interest thereon through the prepayment or redemption date, (ix) neither the Parent nor any Subsidiary of the Parent (other than the Borrower or a Guarantor or a Person who becomes a Guarantor in connection therewith) is an obligor under such Debt and (x) if such Debt is senior subordinated or subordinated Debt, the terms of such Debt provide for customary subordination of such Debt to the Indebtedness.
(fj) Debt constituting Investments permitted by Section 9.05 (other than Section 9.05(m)).
(k) Debt under Capital Leases or purchase money Debt not Swap Agreements permitted pursuant to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquiredSection 9.18.
(gl) other Debt not owed to exceed $10,000,000 in aggregate principal amount at any one time outstandinginsurance companies for premiums on policies required by Section 8.07.
(hm) on the Closing DateDebt in respect of netting services, Parent’s assumption of approximately $27,300,000 of Contribution Debtautomatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtsimilar arrangements.
Appears in 1 contract
Debt. The Loan Parties Parent Guarantor will not, and will not permit any Credit Party to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or Loans and any other Indebtedness arising under the Loan Documents or Secured Obligations and any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documentsin respect thereof.
(b) (i) Debt of the Parent Guarantor and the Credit Parties (including any outstanding commitments for such Debt) existing on the date hereof that is reflected in the Financial Statements, in the financial statements described in Section 7.04(b) or in Schedule 9.02 and (ii) the Existing Senior Notes and any Permitted Refinancing Debt in respect thereof.
(c) obligations to pay the deferred purchase price of Property or services (including the provision of services pursuant to drilling contracts), from time to time incurred in the ordinary course of business which are not greater than ninety (90) days delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt associated with bonds or other surety obligations (i) required in connection with (i) obligations self-insurance or liabilities arising in the ordinary course performance of business, contracts or (ii) required by Governmental Requirements, (iii) Requirements in connection with the operation of the Oil and Gas Properties or (iv) judgments pending appealProperties.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(de) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries Credit Parties to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Credit Party, and, provided further, that any such Debt for borrowed money owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty and Collateral Agreement.
(ef) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business and Debt arising from the honoring by a bank or other financial institution of a check, provided that draft or similar instrument inadvertently (except in the principal amount does not exceed $300,000,000 case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, in each case, so long as such Debt is extinguished within 5 Business Days of the incurrence thereof.
(“g) Permitted Additional Senior Unsecured Notes”)Notes issued by the Parent Guarantor, the Borrower or any Guarantor and any guarantees thereof; of such Debt by the Parent Guarantor, the Borrower or any other Guarantor, provided that (i) after at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt upon giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (ii) the other than any Existing Senior Unsecured Notes remain unsecured Notes, such Debt does not have any scheduled amortization prior to ninety-one days after the Maturity Date, (iii) no scheduled payment of principalother than any Existing Senior Notes, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following such Debt does not mature sooner than one year after the Maturity Date, (iv) the financial covenants governing such Debt and any guarantees thereof are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive on prevailing market terms for purposes of this clausesimilar situated companies, (v) contemporaneously with if the incurrence of the Senior Unsecured NotesFacility is subject to a Borrowing Base, the Borrowing Base is adjusted reduced pursuant to Section 2.07(e), ) and prepayment is made to the extent required by Section 3.04(c)(iii) and (vi) at the time such Permitted Additional Senior Unsecured Notes shall not be prepaid if an Event are incurred, the Fixed Charge Coverage Ratio (as defined in the Fifth Supplemental Indenture dated December 27, 2017, among the Parent Guarantor, the guarantors party thereto and the Bank of Default has occurred and is continuingNew York Mellon Trust Company, other than an exchange or refinance that does not result in N.A., as Trustee) for the Parent Guarantor’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Permitted Additional Senior Notes are incurred would have been at least 2.0 to 1.0, determined on a reduction pro forma basis (including a pro forma application of the principal amount net proceeds therefrom), as if the Permitted Additional Senior Notes had been incurred at the beginning of such Senior Unsecured Notesfour-quarter period; and any Permitted Refinancing Debt in respect thereof.
(fh) Debt secured by Liens permitted under Capital Leases or purchase money Debt not Section 9.03(d), subject to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquiredpro forma compliance with Section 9.01.
(gi) Debt in the form of guaranties by the Parent Guarantor, the Borrower or any Guarantor of Debt of (A) other Credit Parties permitted under this Section 9.02 and (B) other Subsidiaries to the extent an Investment would be permitted under Section 9.05(g)(iii).
(j) Debt owed to insurance companies for premiums on policies required by Section 8.06.
(k) other Debt not to exceed exceed, at the time of incurrence thereof, the greater of $10,000,000 500,000,000 and 4.0% of the Parent Guarantor’s consolidated total assets.
(l) Debt arising under Treasury Management Agreements in the ordinary course of business.
(m) Permitted Acquired Debt.
(n) Debt secured by Liens permitted under Section 9.03 (other than Section 9.03(d)).
(o) Debt incurred by the Parent Guarantor or any of the other Credit Parties arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in connection with permitted dispositions of any business, assets or Subsidiary of the Parent Guarantor or any of the other Credit Parties.
(p) Debt of any Foreign Subsidiary, provided that the aggregate principal amount of all Debt permitted under this clause shall not exceed, at any one the time outstandingof incurrence thereof, $25,000,000.
(hq) on the Closing DatePermitted Refinancing Debt with respect to Debt permitted under Section 9.02(b)(i), Parent’s assumption of approximately $27,300,000 of Contribution DebtDebt permitted under Section 9.02(n) and Debt permitted under this clause (q), and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A any guaranty obligations in respect of its share any of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtforegoing.
Appears in 1 contract
Debt. The Loan Parties will not Create, incur, create, assume or suffer to exist exist, or permit any Debtof its Restricted Subsidiaries to create, exceptincur, assume or suffer to exist, any Debt other than:
(ai) in the case of the Borrowers,
(A) Subordinated Debt evidenced by the Senior Subordinated Notes and any other Subordinated Debt incurred or issued after the Closing Date; provided that (w) the Notes terms of any such Subordinated Debt, and of any Subordinated Debt Document entered into or other Indebtedness arising under issued in connection therewith, are not prohibited by the Loan Documents Documents, (x) the terms relating to subordination of such Subordinated Debt are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of the Senior Subordinated Notes, (y) the covenants and defaults, taken as a whole, applicable to such Subordinated Debt are no more restrictive than those contained in the Senior Subordinated Note Indenture and (z) such Subordinated Debt has no scheduled principal payments prior to August 1, 2012; and provided further that the U.S. Borrower shall apply the Net Cash Proceeds of any Subordinated Debt incurred or issued after the Closing Date as a mandatory prepayment of the Advances in accordance with Section 2.06(b)(ii),
(B) Debt in respect of Hedge Agreements incurred in the ordinary course of business and consistent with prudent business practice, and
(C) Debt consisting of an undertaking by the U.S. Borrower to guaranty the obligations of the Mexican Subsidiary with respect to Debt in an aggregate principal amount not to exceed $25,000,000;
(ii) in the case of any of its Restricted Subsidiaries,
(A) Debt owed to the Borrowers or suretyship arrangement for to a Restricted Subsidiary of the Borrowers,
(B) in the case of the Mexican Subsidiary only, Debt in an aggregate principal amount not to exceed $25,000,000 at any time outstanding, and
(C) in the case of Subsidiary Guarantors only, guaranty Obligations in respect of the Senior Subordinated Notes or and any other Indebtedness arising Subordinated Debt of the Borrowers; provided that such guaranty Obligations are unsecured and subordinated on the same terms as the Obligations of the U.S. Borrower in respect of the Senior Subordinated Notes are subordinated; and
(iii) in the case of the Borrowers and any of their Restricted Subsidiaries,
(A) Debt under the Loan Documents.,
(bB) Debt associated with bonds secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases not to exceed an aggregate principal amount equal to $50,000,000 at any time outstanding,
(C) the Surviving Debt, and any Debt extending the maturity of, or other surety obligations refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not prohibited by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing,
(iD) Debt of any Person existing at the time such Person is merged into or consolidated with, or acquired by, either Borrower or any Restricted Subsidiary or becomes a Restricted Subsidiary of either Borrower in accordance with the provisions of Section 5.02(e)(viii) or (xiii); provided that (x) such Debt was not incurred in contemplation of such merger, consolidation or investment, (y) neither Borrower nor any Restricted Subsidiary which acquired such Person is liable for such Debt and (z) the aggregate principal amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (F) of this Section 5.02(b)(iii), in no event exceed $150,000,000 in the aggregate at any time outstanding,
(E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business,
(F) Debt incurred in connection with an Investment made pursuant to Section 5.02(e)(viii); provided that the aggregate principal amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (D) of this Section 5.02(b)(iii), in no event exceed $150,000,000 in the aggregate at any time outstanding,
(G) Debt consisting of guaranty Obligations in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the U.S. Borrower and its Restricted Subsidiaries,
(H) Debt in respect of any bankers’ acceptance, letter of credit, warehouse receipt or liabilities arising similar facilities entered into in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal.and
(cI) endorsements of negotiable instruments for collection other Debt outstanding in the ordinary course of business.
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the an aggregate principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount 125,000,000 at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Credit Agreement (Accuride Corp)
Debt. The Loan Parties Parent, OP LLC, the Borrower will not, and will not permit any of their respective Subsidiaries to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and the Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases not to exceed $10,000,000.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Parent, OP LLC, the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, OP LLC, the Borrower or one of its Wholly-Owned Subsidiaries, (ii) Governmental Requirementsany such Debt owed by the Parent, OP LLC, the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement and (iii) the operation of Oil and Gas Properties or (iv) judgments pending appealany such Debt shall not have any scheduled amortization prior to August 5, 2018.
(cg) endorsements of negotiable instruments for collection in the ordinary course of business.
(dh) intercompany other Debt between (excluding Debt of Foreign Subsidiaries) not to exceed $10,000,000 in the Borrower and aggregate at any one time outstanding.
(i) Debt of its Subsidiaries or between Foreign Subsidiaries to the extent permitted by Section 9.05(h); provided non-Affiliated Persons that such Debt is not heldsecured by liens on any property of, assigned, transferred, negotiated or pledged (not guaranteed by and not other than pursuant otherwise of recourse to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty AgreementGuarantor.
(ej) Unsecured senior debt, provided that unsecured Senior Notes of the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), Parent and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Senior Notes after giving effect to the incurrence of such Senior Notes (and any concurrent repayment of Debt with the Senior Unsecured Notes proceeds of such incurrence, if any), (iii) on a pro forma basisthe same day as the incurrence of such Debt, the Loan Parties Borrowing Base shall be in compliance with adjusted to the covenants set forth in extent required by Section 9.012.07(e) and prepayment is made to the extent required by Section 3.04(c)(iv) and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, (iiiv) the such Senior Unsecured Notes remain unsecured do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (iiiv) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following such Senior Notes does not mature sooner than the date which is one year after the Maturity Date, (ivvi) the financial covenants governing such Debt Senior Notes and any guarantees thereof are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect on terms, taken as a whole, at least as favorable to the Borrower and its Subsidiaries than the covenants Guarantors as market terms for issuers of similar size and Events of Default under this Agreement; provided that credit quality given the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with then prevailing market conditions as determined by the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), Administrative Agent and (vivii) the such Senior Unsecured Notes shall do not be prepaid if an Event of Default has occurred and is continuing, have any mandatory prepayment or redemption provisions (other than an exchange customary change of control or refinance that does not result asset sale tender offer provisions) which would require a mandatory prepayment or redemption in a reduction of priority to the principal amount of such Senior Unsecured NotesIndebtedness.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Parent, the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases not to exceed $25,000,000.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties.
(f) intercompany Debt between the Parent, the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(g); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, the Borrower or one of the Restricted Subsidiaries, (ii) Governmental Requirementsany such Debt owed by the Parent, the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement and (iii) the operation of Oil and Gas Properties or (iv) judgments pending appealany such Debt shall not have any scheduled amortization prior to [ ], 2022.
(cg) endorsements of negotiable instruments for collection in the ordinary course of business.
(dh) intercompany other Debt between the Borrower and any of its Subsidiaries or between Subsidiaries not to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth exceed $25,000,000 in the Guaranty Agreementaggregate at any one time outstanding.
(ei) Unsecured senior debt, provided that unsecured Senior Notes of the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), Parent and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (iii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence issuance of the such Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01Notes, (iiiv) the such Senior Unsecured Notes remain unsecured or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (iiiv) no scheduled payment of principal, scheduled mandatory redemption such Senior Notes or scheduled sinking fund payment may be due prior to 180 days following Permitted Refinancing Debt does not mature sooner than the date which is one year after the Maturity Date, (ivvi) the financial covenants governing such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect on terms, taken as a whole, at least as favorable to the Borrower and its Subsidiaries than the covenants Guarantors as market terms for issuers of similar size and Events of Default under this Agreement; provided that credit quality given the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with then prevailing market conditions as determined by the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), Administrative Agent and (vivii) the such Senior Unsecured Notes shall or Permitted Refinancing Debt do not be prepaid if an Event of Default has occurred and is continuing, have any mandatory prepayment or redemption provisions (other than an exchange customary change of control or refinance that does not result asset sale tender offer provisions) which would require a mandatory prepayment or redemption in a reduction of priority to the principal amount of such Senior Unsecured NotesIndebtedness.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan DocumentsIndebtedness.
(b) Debt associated with bonds of the Parent, the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements or other on Schedule 9.02.
(c) [Reserved].
(d) Purchase Money Debt and Debt under Capital Leases not to exceed $25,000,000.
(e) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and similar obligations (including those incurred to secure health, safety and environmental obligations) and obligations in respect of letters of credit, bank guaranties or instruments related thereto, in each case, not in connection with (i) obligations or liabilities arising money borrowed and provided in the ordinary course of businessbusiness or consistent with past practice in connection with the operation of the Midstream Properties.
(f) intercompany Debt between or among the Parent, the Borrower and/or any Restricted Subsidiary to the extent permitted by Section 9.05; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, the Borrower or one of the Restricted Subsidiaries and (ii) Governmental Requirementsany such Debt owed by the Parent, the Borrower or a Guarantor (iiiA) shall be subordinated to the operation of Oil Indebtedness on terms set forth in the Guaranty and Gas Properties or Security Agreement and (ivB) judgments pending appealshall not have any scheduled amortization prior to the Latest Maturity Date.
(cg) endorsements of negotiable instruments for collection in the ordinary course of business.
(dh) intercompany other Debt between the Borrower and any of its Subsidiaries or between Subsidiaries not to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth exceed $25,000,000 in the Guaranty Agreementaggregate at any one time outstanding.
(ei) Unsecured senior debtunsecured Senior Notes of the Parent, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), Borrower and/or Finance Sub and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt (A) no Default has occurred and is then continuing and (B) no Default would result after giving effect to the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable (and any concurrent repayment of Debt with the Senior Unsecured Notes on a pro forma basisproceeds of such incurrence, if any), (iii) the Loan Parties shall be Parent and the Borrower are in compliance with the financial covenants set forth contained in Section 9.019.01 on a Pro Forma Basis after giving effect to the issuance of such Senior Notes, (iiiv) the such Senior Unsecured Notes remain unsecured or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Latest Maturity Date, (iiiv) no scheduled payment of principal, scheduled mandatory redemption such Senior Notes or scheduled sinking fund payment may be due prior to 180 days following Permitted Refinancing Debt does not mature sooner than the date which is one year after the Latest Maturity Date, (ivvi) the financial covenants governing such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect on terms, taken as a whole, at least as favorable to the Borrower and its Subsidiaries the Guarantors as market terms for issuers of similar size and credit quality given the then prevailing market conditions as determined by the Borrower in good faith, (vii) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the covenants and Events of Default under this AgreementIndebtedness; provided that if such Senior Notes are issued to finance all or a portion of a Permitted Acquisition or other Investment permitted by Section 9.05, such Senior Notes may contain mandatory prepayment or redemption provisions providing for the inclusion repayment or redemption of any covenant such Senior Notes in the event that is customary with respect to such type of Debt and that Permitted Acquisition or other Investment permitted by Section 9.05 is not found in this Agreement consummated by a certain date (which date shall not be deemed later than the date that is 90 days after the issuance thereof) in an amount not to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of exceed the principal amount of such Senior Unsecured NotesNotes and any accrued interest thereon through the prepayment or redemption; provided that such Senior Notes are issued in escrow pursuant to customary escrow arrangements pending the release thereof upon the consummation of such Permitted Acquisition or Investment, (viii) neither the Parent nor any Subsidiary of the Parent (other than the Borrower or a Guarantor or a Person who becomes a Guarantor in connection therewith) is an obligor under such Debt and (ix) if such Debt is senior subordinated or subordinated Debt, the terms of such Debt provide for customary subordination of such Debt to the Indebtedness.
(fj) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Parent, or is merged or consolidated with or into the Parent or the Borrower or any Restricted Subsidiary in a transaction constituting a Permitted Acquisition occurring after the Fourth Amendment Effective Date, so long as (i) such Debt was not incurred in connection with, or in contemplation of, such Permitted Acquisition, (ii) neither the Parent nor any Restricted Subsidiary (other than the Restricted Subsidiary acquired) shall have any liability or other obligation with respect to such Debt and (iii) the aggregate principal amount of all Debt outstanding under this Section 9.02(j) shall not exceed $50,000,000 at any time.
(k) Debt constituting Investments permitted by Section 9.05 (other than Sections 9.05(g) or (n)).
(l) Debt under Capital Leases or purchase money Debt not Swap Agreements permitted pursuant to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquiredSection 9.17.
(gm) other Debt not owed to exceed $10,000,000 in aggregate principal amount at any one time outstandinginsurance companies for premiums on policies required by Section 8.07.
(hn) on Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements, in each case entered into in the Closing Date, Parent’s assumption ordinary course of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtbusiness.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(c) Debt under Capital Leases not to exceed the greater of $500,000 or five percent (5%) of the then effective Conforming Borrowing Base.
(d) Debt associated with bonds or other surety obligations required by Governmental Requirements in connection with (i) obligations or liabilities arising in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of the Oil and Gas Properties or (iv) judgments pending appealProperties.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(de) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 endorsements of negotiable instruments for collection in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life ordinary course of the Property leased or acquiredbusiness.
(g) other Debt not to exceed the greater of $10,000,000 500,000 or five percent (5%) of the then effective Conforming Borrowing Base in the aggregate principal amount at any one time outstanding.
(h) on Debt under the Closing DateSenior Subordinated Convertible Notes, Parent’s assumption the principal amount of approximately which does not exceed $27,300,000 of Contribution Debt, 9,000,000.
(i) non-cash liabilities created by SFAS 133 for Swap Agreements and Parent’s the Senior Subordinated Convertible Notes and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtassociated warrants.
Appears in 1 contract
Samples: Credit Agreement (Teton Energy Corp)
Debt. (a) The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(ai) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(bii) The Senior Notes, all Guarantees thereof and other Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(iii) purchase money Debt and Debt under Capital Leases not to exceed $75,000,000 in the aggregate.
(iv) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or other surety obligations required by Governmental Requirements or third parties in connection with (i) obligations or liabilities arising in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of the Oil and Gas Properties or (iv) judgments pending appealProperties.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(dv) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.06(g); provided that (i) except as provided in (iii) below, such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, (ii) that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement; and (iii) if such Debt is secured (referred to herein as “Secured Subordinated Intercompany Debt”), the Borrower or such Restricted Subsidiary to which such Debt is payable shall have granted to the Administrative Agent a security interest in such promissory notes held by them pursuant to the Guaranty Agreement.
(evi) Unsecured senior debtDebt secured by Liens permitted by Section 9.03(d) and Section 9.03(e), provided that the principal amount of which does not exceed $300,000,000 50,000,000 in the aggregate at any one time.
(“Senior Unsecured Notes”), vii) endorsements of negotiable instruments for collection in the ordinary course of business.
(viii) Debt outstanding under one or more unsecured short term money market credit facilities the principal amount of which does not exceed $75,000,000 in the aggregate.
(ix) Debt and any guarantees thereof; thereof by the Guarantors (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), provided that that: (iA) immediately before, and after giving effect to to, the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance any such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), no Default exists or would exist, (iiB) the Senior Unsecured Notes remain unsecured cash pay interest rate on such Debt is reasonably satisfactory to the Administrative Agent, (C) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (iiiD) such Debt has a stated maturity no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following earlier than one year after the Maturity Date, (ivE) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and does not have mandatory redemption events of default governing such Debt that are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clausehereunder, (vF) contemporaneously with such Debt does not prohibit prior repayment of Loans, and (G) at the incurrence of the Senior Unsecured Notestime any such Debt is incurred, the Borrowing Base is adjusted pursuant then in effect shall be automatically reduced by the lesser of (i) an amount equal to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event product of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of 0.25 multiplied by the stated principal amount of such Senior Unsecured NotesDebt, rounded to the nearest $1,000,000 and (ii) if requested by the Borrower, an amount (which may be zero) approved by the Majority Lenders, and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance or assumption, effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(a)(ix), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to any original issue discount.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gx) other Debt not to exceed $10,000,000 100,000,000 in the aggregate principal amount at any one time outstanding.
(hxi) on Any renewals, refinancings or extensions of (but, except to the Closing Dateextent permitted herein, Parent’s assumption not increases in) any Debt described in clauses (ii), (iii), (vi) and (ix) of approximately $27,300,000 this Section 9.02; provided, however, that any refinancing of Contribution Debt, and Parent’s and Borrower’s agreement to pay Debt described in clause (ix) shall comply with the assumed Contribution provisions of such clause (ix).
(xii) Debt immediately following the contribution by LRR-A of its share consisting of the Contributed Properties to Parent in exchange financing of insurance premiums if the amount financed does not exceed the premium payable for a release of the liens securing the Contribution Debtcurrent policy period.
(b) [Reserved]
Appears in 1 contract
Samples: Credit Agreement (Plains Exploration & Production Co)
Debt. The Loan Parties Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) accounts payable and accrued expenses, insurance notes, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than seventy-five (75) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(c) Debt under Capital Leases and Debt that is purchase-money obligations, not to exceed, when aggregated with all Debt of Parent Guarantor permitted under Section 10(g)(vi) of the Guaranty Agreement of Parent Guarantor, $2,000,000 in the aggregate at any one time outstanding (provided, however, such amount shall increase to $5,000,000 on the date that the Financial Accounting Standards Board adopts in a formal pronouncement the concept set forth in the exposure draft regarding capital leases published on August 1, 2012).
(d) Debt associated with bonds or other surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(e) intercompany Debt between the Parent Guarantor, Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that (i) obligations such Debt is not held, assigned, transferred, negotiated or liabilities arising in pledged to any Person other than the ordinary course Borrower or one of businessits Wholly-Owned Subsidiaries, (ii) Governmental Requirements, any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent and (iii) the operation of Oil and Gas Properties or (iv) judgments pending appealsuch Debt owed by Parent Guarantor to Borrower does not exceed $1,000,000 at any time.
(cf) endorsements of negotiable instruments for collection in the ordinary course of business.
(dg) intercompany Debt between existing on the Borrower date hereof and any of its Subsidiaries or between Subsidiaries disclosed to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Lenders on terms set forth in the Guaranty AgreementSchedule 9.02.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gh) other Debt not secured by Liens and not otherwise permitted by this Section 9.02, not to exceed exceed, when aggregated with all Debt of Parent Guarantor permitted under Section 10(g)(ix) of the Guaranty Agreement of Parent Guarantor, $10,000,000 2,000,000 in the aggregate principal amount at any one time outstanding.
(hi) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion.
(j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.
(k) Asset retirement obligations including, without limitation, plugging and abandonment costs associated with wxxxx, the removal of well equipment, pipelines and other associated equipment located on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debtlease site, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share restoration of the Contributed Properties to well sites.
(I) Deferred federal and state taxes of Parent in exchange for a release of the liens securing the Contribution DebtGuarantor, Borrower, and any Subsidiary.
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Samples: Credit Agreement (Pyramid Oil Co)
Debt. The Loan Parties Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes Loans or other Indebtedness Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness Secured Obligations arising under the Loan Documents.Documents or any Secured Swap Agreement;
(b) Debt of any Loan Party under Purchase Money Security Interests and Capital Leases not to exceed $2,000,000;
(c) Debt associated with worker’s compensation claims, bonds or other surety obligations in connection with (i) obligations required by Governmental Requirements or liabilities arising by third parties in the ordinary course of business, (ii) Governmental Requirements, (iii) business in connection with the operation of of, or provision for the abandonment and remediation of, the Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.Properties;
(d) intercompany (i) Debt between the Borrower and any of its Subsidiaries or that are Loan Parties, (ii) Debt between the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the extent permitted Borrower and its Subsidiaries which are Loan Parties by Section 9.05(h)any other Loan Party; provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Loan Party, and, provided further, that and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement.;
(e) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business;
(f) obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due;
(g) Debt associated with appeal bonds and bonds or sureties provided that to any Governmental Authority or to any other Person in connection with the principal amount does not exceed $300,000,000 operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties;
(“h) Debt in respect of Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of or issuance thereof, the Senior Unsecured Notes Borrower shall be in compliance on a pro forma basis, the Loan Parties shall be in compliance basis with the covenants set forth in Section 9.01financial covenants, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is shall be adjusted pursuant to as set forth in Section 2.07(e), and (vi) the Senior Unsecured Notes Borrower shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.make any prepayment required by Section 3.04(c)(iii);
(fi) Debt under Capital Leases or purchase money Debt To the extent constituting Debt, obligations in respect of Swap Agreements;
(j) other Debt, not to exceed $10,000,000 3,000,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.;
(hk) on the Closing Date, Parent’s assumption any guarantee of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement any other Debt permitted to pay the assumed Contribution be incurred hereunder;
(l) Debt immediately following the contribution by LRR-A of its share in respect of the Contributed Properties Second Lien Notes (including Permitted Refinancing Debt thereof) that is subject to Parent in exchange for a release the terms of the liens securing Second Lien Intercreditor Agreement; provided that after giving effect to the Contribution Debtincurrence or issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants; and
(m) obligations in respect of any Borrower Preferred Units so long as such obligations are not classified as debt under GAAP or no mandatory redemption payment is then due; provided, however, even if such Issuer Preferred Units are classified as debt under GAAP or a mandatory redemption payment is due thereunder (“Reclassified Units”), such Reclassified Units shall still be deemed permitted under this Section 9.02(m) as long as the Borrower is in pro forma compliance with Section 9.01 measured upon giving effect to such Reclassified Units.
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Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing).
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases or Purchase Money Debt not to exceed $2,500,000 in the aggregate at any time outstanding.
(e) Debt associated with worker’s compensation claims, (ii) Governmental Requirementsperformance, (iii) bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil the Loan Parties’ Properties and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection otherwise in the ordinary course of business.
(df) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtDebt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, provided draft or similar instrument presented by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds.
(h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default.
(i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount does thereof (other than any increase not exceed $300,000,000 (“Senior Unsecured Notes”exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), and any guarantees thereof; provided that (i) after giving effect to such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the incurrence time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Senior Unsecured Notes on a pro forma basis, the Loan Parties Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in compliance Pro Forma Compliance with the covenants set forth contained in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured NotesDebt does not exceed $1,000,000 in the aggregate at any time outstanding, and (v) any such Debt has a maturity date not sooner than 180 days after the Maturity Date.
(fj) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Capital Leases or purchase money Section 9.05.
(k) other unsecured Debt incurred after the date of this Agreement not to exceed $10,000,000 5,000,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding. Notwithstanding anything contained in Section 9.02 to the contrary, in no event shall the Borrower permit the APL General Partner to incur, create, assume or suffer to exist any Debt other than Debt that is incidental to its performance as general partner of APL.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
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Debt. The Loan Parties Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and described on Schedule 9.02.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases or nonrecourse purchase money Debt not to exceed $1,000,000 at any time.
(e) Debt associated with worker’s compensation claims, (ii) performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements, (iii) Requirements or third parties in connection with the operation of the Oil and Gas Properties or (iv) judgments pending appealProperties.
(cf) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g) or between Unrestricted Subsidiaries or Debt owing to the Borrower and/or any Restricted Subsidiaries by Unrestricted Subsidiaries, when combined with Investments permitted by Section 9.05(p) in Unrestricted Subsidiaries, not to exceed $1,000,000 in the aggregate at any time outstanding; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries.
(g) endorsements of negotiable instruments for collection in the ordinary course of business.
(dh) intercompany Debt between arising under take-or-pay agreements or gas balancing agreements which do not give rise to liability in the aggregate on a consolidated basis for the Borrower and any in excess of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount 1,000,000 at any one time outstanding.
(hi) on Debt incurred in the Closing Date, Parent’s assumption ordinary course of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A business in connection with Swap Agreements provided they are permitted under Section 9.18 of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtthis Agreement.
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Debt. The Loan Parties None of the Parent, the Borrower or any of their Subsidiaries will not incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds accounts payable and other accrued expenses, liabilities or other surety obligations in connection with to pay (ifor the deferred purchase price of Property or services) obligations or liabilities arising from time to time incurred in the ordinary course of business, business which are not greater than ninety (ii90) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appealfor which adequate reserves have been maintained in accordance with GAAP.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between among the Parent, the Borrower and any of its the Borrower’s Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower Parent or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by the Borrower to either the Borrower Parent or a Guarantor shall be subordinated to the Obligations Indebtedness owed by the Borrower or a Guarantor on terms set forth in the Guaranty Guarantee Agreement.
(d) endorsements of negotiable instruments for collection in the ordinary course of business.
(e) Unsecured senior debtSubordinated Debt, provided that the principal amount of which does not exceed $300,000,000 (“Senior Unsecured Notes”), 250,000,000 and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(p), (ii) at the time of incurring such Subordinated Debt (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Subordinated Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Subordinated Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (iiiii) the Senior Unsecured Notes remain unsecured incurrence of such Subordinated Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Subordinated Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (iiiv) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following such Subordinated Debt does not mature sooner than the date which is one year after the Maturity Date, (ivvi) the financial covenants governing such Subordinated Debt and any guarantees thereof are no more restrictive with respect subordinated on terms satisfactory to the Parent Administrative Agent and its Subsidiaries than the financial covenants under this Agreement Required Lenders and all of the covenants and events of default governing such Debt are not more restrictive with respect (vii) prior to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notessuch Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under other Debt, including Capital Leases or and purchase money Debt not to exceed $10,000,000 1,000,000 in aggregate principal amount at any one time outstanding and whichthe aggregate, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed the lesser of $10,000,000 5,000,000 or 5% of the then effective Borrowing Base in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties None of the Parent, the Borrower or any of their Subsidiaries will not incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Secured Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Secured Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds accounts payable and other accrued expenses, liabilities or other surety obligations in connection with to pay (ifor the deferred purchase price of Property or services) obligations or liabilities arising from time to time incurred in the ordinary course of business, business which are not greater than ninety (ii90) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appealfor which adequate reserves have been maintained in accordance with GAAP.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between among the Parent, the Borrower and any of its the Borrower’s Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower Parent or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by the Borrower to either the Borrower Parent or a Guarantor shall be subordinated to the Obligations Secured Indebtedness owed by the Borrower or a Guarantor on terms set forth in the Guaranty and Collateral Agreement.
(d) endorsements of negotiable instruments for collection in the ordinary course of business.
(e) Unsecured senior debt, provided that Senior Notes issued after the effectiveness of the Initial Redetermination in an aggregate principal amount does at any time outstanding not to exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof350,000,000; provided that (i) the Borrower shall have complied with Section 8.01(o), (ii) at the time of incurring such Senior Notes (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Senior Notes after giving effect to the incurrence of the such Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (iiiii) the incurrence of such Senior Unsecured Notes remain unsecured (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in a Borrowing Base Deficiency, (iv) the incurrence of such Senior Notes (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the Parent’s ratio of Total Debt as of the date of such incurrence to EBITDAX for the most recent period of four fiscal quarters for which financial statements are available being equal to or greater than 3.5 to 1.0, (v) such Senior Notes do not have any scheduled amortization or any required repurchase or redemption (other than a required offer to repurchase or redeem as a result of a change in control or asset sale) prior to one hundred eighty-one (181) days after the Maturity Date, (iiivi) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 such Senior Notes do not mature sooner than one hundred eighty-one (181) days following after the Maturity Date, Date and (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (vvii) contemporaneously with the incurrence of such Senior Notes (and any concurrent repayment of Debt with the Senior Unsecured Notesproceeds of such incurrence), the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notesapplicable.
(f) Debt under other Debt, including Capital Leases or and purchase money Debt not to exceed $10,000,000 15,000,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(hg) on Permitted Refinancing Debt which satisfies the Closing Dateterms of Section 9.02(e) and represents an extension, Parent’s assumption refinancing or renewal of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtany Senior Notes.
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Debt. The Other than, with respect to the Property Owners, the “Permitted Indebtedness” (as such term is defined in the Senior Loan Parties will not incurAgreement as in effect on the Closing Date) Borrowers shall take such actions as shall be necessary to prevent any Property Owner or Operating Lessee from, and Borrowers shall not, as applicable, create, incur or assume or suffer to exist any Debt, except:
(a) of the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds or other surety obligations in connection with following: (i) obligations indebtedness for borrowed money or liabilities arising in for the ordinary course deferred purchase price of business, property or services; (ii) Governmental Requirementsindebtedness evidenced by a note, bond, debenture or similar instrument; (iii) any letter or letters of credit issued for the operation account of Oil and Gas Properties a Borrower or a Property Owner or Operating Lessee to the extent there are unreimbursed amounts drawn thereunder; (iv) judgments pending appeal.
indebtedness secured by a Lien on any property owned by any Borrower or any Property Owner or Operating Lessee (cwhether or not such indebtedness has been assumed) endorsements except obligations for impositions which are not yet due and payable; (v) any obligation of negotiable instruments for collection any Borrower or any Property Owner or Operating Lessee directly or indirectly guaranteeing any indebtedness or other obligation of any other Person in any manner; (vi) any payment obligations of any Borrower or any Property Owner or Operating Lessee under any interest rate protection agreement (including, without limitation, any interest rate swaps, caps, floors, collars or similar agreements) and similar agreements (except with respect to the Interest Rate Cap Agreement or any replacement thereof (and the “Interest Rate Cap Agreement” as defined in the Senior Loan Agreement or any replacement thereof), which obligations (other than replacements) each Borrower represents have been satisfied in full by a one-time payment made on or prior to the date hereof); or (vii) any contractual indemnity obligations of any Borrower or any Property Owner or Operating Lessee other than as set forth in (A) the Property Management Agreements or (B) any other normal and customary agreements entered into in the ordinary course of business.
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Strategic Hotel Capital Inc)
Debt. The Loan Parties Neither the Borrower nor any of its Subsidiaries will not incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan DocumentsIndebtedness.
(b) Debt associated with bonds accounts payable and other accrued expenses, liabilities or other surety obligations in connection with to pay (ifor the deferred purchase price of Property or services) obligations or liabilities arising from time to time incurred in the ordinary course of business, business which are not greater than ninety (ii90) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appealfor which adequate reserves have been maintained in accordance with GAAP.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(d) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(d) endorsements of negotiable instruments for collection in the ordinary course of business.
(e) Unsecured senior debt, provided that Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the principal amount does operation of Oil and Gas Properties in the ordinary course of business.
(f) Debt consisting of the Dominion Production Payment or any unsecured guarantee by the Borrower or any Guarantor in respect thereto.
(g) Capital Leases not to exceed $300,000,000 25,000,000 in the aggregate at any one time.
(“Senior Unsecured Notes”), h) Debt and any guarantees thereof subordinated in right of payment and liquidation to the Indebtedness and any guarantees thereof; , provided that (i) (A) at the time such Debt is incurred, no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (ii) immediately after the Senior Unsecured Notes remain unsecured prior to incurrence of such Debt, the Maturity DateBorrowing Base and/or the Conforming Borrowing Base shall be adjusted in accordance with Section 2.07(c)(iv) and/or Section 3.04(c)(iv) and the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding such adjusted Borrowing Base, (iii) no such Debt does not have any scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due amortization prior to 180 days following four years after the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to does not mature sooner than four years after the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clauseMaturity Date, (v) contemporaneously such Debt and any guarantees thereof are on market terms for issuers of similar size and credit quality given the then prevailing market conditions and subordinated on terms set forth on Exhibit G, with such changes as to which the incurrence of Administrative Agent and the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), Majority Lenders may agree and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that such Debt does not result have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or repurchase in a reduction of priority to the principal amount of such Senior Unsecured NotesIndebtedness.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gi) other Debt not to exceed $10,000,000 40,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Credit Agreement (Linn Energy, LLC)
Debt. The Loan Parties will not No Borrower (other than the U.S. Borrower) shall, nor shall any Borrower permit any Subsidiary to, issue, incur, assume, create, assume or suffer to exist have outstanding any Debt, exceptor incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of a letter of credit which supports an obligation of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:
(a) the Notes or other Indebtedness arising under Obligations of the Loan Documents or any guaranty of or suretyship arrangement for Canadian Borrower and the Notes or other Indebtedness arising under Designated Borrowers owing to the Loan Documents.Administrative Agent, the L/C Issuers and the Lenders (and their Affiliates);
(b) Debt associated obligations of any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with bonds or other surety obligations financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes;
(ic) obligations endorsement of items for deposit or liabilities arising collection of commercial paper received in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.;
(d) intercompany Debt between the Borrower and advances from time to time owing by any of its Subsidiaries or between Subsidiaries Subsidiary to the extent permitted U.S. Borrower or another Subsidiary, Guarantees and similar undertakings by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged a Borrower (other than pursuant to the U.S. Borrower) or a Security Instrument) to any Person other than Subsidiary in respect of such obligations of the U.S. Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.Subsidiary;
(e) Unsecured senior debtDebt outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount does of such Debt is not exceed $300,000,000 (“Senior Unsecured Notes”)increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing and by an amount equal to any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.existing commitments unutilized thereunder;
(f) Debt under Capital Leases of any Person that becomes a Subsidiary of a Borrower after the date hereof or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at is amalgamated with, merged into or consolidated with the U.S. Borrower, the Canadian Borrower or any one time outstanding and whichSubsidiary of the U.S. Borrower after the date hereof, which is existing at the time incurredsuch Person becomes a Subsidiary of a Borrower or is so amalgamated, is not reasonable anticipated to extend beyond the useful life merged or consolidated (other than Debt incurred solely in contemplation of the Property leased or acquired.such Person’s becoming a Subsidiary of a Borrower);
(g) Guarantees by any Subsidiary of any Debt of any other Subsidiary and Guarantees by any Borrower (other than the U.S. Borrower) of any Debt of any other Borrower; and
(a) Priority Debt and (b) obligations of Subsidiaries in respect of letters of credit, in each case, not to exceed $10,000,000 in otherwise permitted by this Section 8.7; provided that the sum of the aggregate principal amount of such Priority Debt and other obligations incurred pursuant to this clause (i) (when taken together, but in the case of such obligations in clause (b), only including the amount of obligations constituting reimbursement obligations with respect to such letters of credit to the extent drawn) plus (without duplication) the aggregate principal amount of indebtedness or other obligations secured by a Lien pursuant to Section 8.8(j) do not exceed 10% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any one time outstandingtime.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Loans, any Notes or other Indebtedness Secured Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness Secured Obligations arising under the Loan Documents, and any deferred put premiums associated with Swap Agreements entered into with an Approved Counterparty.
(b) the Convertible Note (but no Permitted Refinancing Debt associated with bonds in respect of the Convertible Note) and any Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than sixty (ii60) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt (including guarantees) under Capital Leases, provided that the aggregate amount of such Debt and Debt incurred pursuant to Sections 9.02(j) and (k) does not exceed the greater of $30,000,000 or 10% of the then effective Borrowing Base at any one time outstanding.
(e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business.
(h) Debt under any Senior Notes issued after the Effective Date, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) at the time of incurring such Debt (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (ii) the Senior Unsecured Notes remain unsecured such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following such Debt does not mature sooner than one year after the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all terms of the covenants and events of default governing such Debt are not materially more restrictive with respect to the Borrower and its Subsidiaries onerous, taken as a whole, than the covenants and Events terms of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clauseand the other Loan Documents, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e)such Debt and any guarantees thereof are on prevailing market terms for similarly situated companies, and (vi) the Borrowing Base is adjusted as contemplated by Section 2.07(e) and the Borrower makes any prepayment required under Section 3.04(c)(iii); and any Permitted Refinancing Debt with respect to any such Senior Unsecured Notes provided that for the purposes of Section 2.07(e), any increase in the aggregate amount of Senior Notes then outstanding shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the Borrowing Base as contemplated by Section 2.07(e).
(i) Debt incurred to finance insurance premiums.
(j) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any fixed or capital assets, including Debt assumed in connection with the acquisition of such assets; provided that (i) the principal amount of such Senior Unsecured Notes.
Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (fii) the aggregate amount of such Debt under Capital Leases and Debt incurred pursuant to Sections 9.02(d) and (lk) does not exceed the greater of $30,000,000 or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life 10% of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount then effective Borrowing Base at any one time outstanding.
(hk) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution other Debt, provided that the aggregate amount of such Debt and Parent’s Debt incurred pursuant to Sections 9.02(d) and Borrower’s agreement to pay (j) does not exceed the assumed Contribution Debt immediately following the contribution by LRR-A greater of its share $30,000,000 or 10% of the Contributed Properties then effective Borrowing Base at any one time outstanding. For the avoidance of doubt, an issue of Senior Notes or Permitted Refinancing Debt may be comprised of Debt only a portion of which constitutes Permitted Refinancing Debt to Parent in exchange for a release the extent the aggregate principal amount thereof exceeds the current principal amount of the liens securing Senior Notes being refinanced or replaced (plus the Contribution Debtamount of any premiums paid and fees and expenses incurred in connection therewith, as applicable).
Appears in 1 contract
Samples: Senior Revolving Credit Agreement (Halcon Resources Corp)
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Pro Forma Financial Statements or on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing).
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases or Purchase Money Debt not to exceed $15,000,000 in the aggregate at any time outstanding.
(e) Debt associated with worker’s compensation claims, (ii) Governmental Requirementsperformance, (iii) bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection and otherwise in the ordinary course of business.
(df) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtDebt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, provided that draft or similar instrument presented by the principal amount does not exceed $300,000,000 Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds.
(“h) Senior Unsecured Notes”), and any guarantees thereof; provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (ii) the Senior Unsecured Notes remain unsecured such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (iii) no scheduled payment of principal, scheduled such Debt does not contain mandatory redemption or scheduled sinking fund payment may be due events that require the redemption of such Debt prior to 180 120 days following after the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to does not prohibit prior repayment of Loans, (v) the Parent and its Subsidiaries than the financial covenants under this Agreement and all terms of the covenants and events of default governing such Debt are not materially more restrictive with respect to the Borrower and its Subsidiaries onerous, taken as a whole, than the covenants and Events terms of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with and the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e)other Loan Documents, and (vi) the Senior Unsecured Notes shall terms of such Debt are the result of arm’s-length negotiations.
(i) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not be prepaid if constituting an Event of Default has occurred Default.
(j) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is continuingnot created in contemplation of such event, other than an exchange or refinance that does not result (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in a reduction of Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Senior Unsecured NotesDebt that is secured does not exceed $25,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date.
(fk) Debt under Capital Leases or purchase money Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $10,000,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(hl) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05.
(m) Debt secured by Liens on APL Units permitted under Section 9.03(h) in an aggregate principal amount not to exceed the Closing Date, Parent’s assumption fair market value of approximately such APL Units.
(n) other unsecured Debt incurred after the date of this Agreement not to exceed $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay 30,000,000 in the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtaggregate at any time outstanding.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Pro Forma Financial Statements or on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing).
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases or Purchase Money Debt not to exceed $15,000,000 in the aggregate at any time outstanding.
(e) Debt associated with worker’s compensation claims, (ii) Governmental Requirementsperformance, (iii) bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection and otherwise in the ordinary course of business.
(df) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtDebt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, provided that draft or similar instrument presented by the principal amount does not exceed $300,000,000 Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds.
(“Senior Unsecured Notes”)h) Debt in respect of unsecured notes, and any guarantees thereof; provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (ii) the Senior Unsecured Notes remain unsecured such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (iii) no scheduled payment of principal, scheduled such Debt does not contain mandatory redemption or scheduled sinking fund payment may be due events that require the redemption of such Debt prior to 180 120 days following after the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to does not prohibit prior repayment of Loans, (v) the Parent and its Subsidiaries than the financial covenants under this Agreement and all terms of the covenants and events of default governing such Debt are not materially more restrictive with respect to the Borrower and its Subsidiaries onerous, taken as a whole, than the covenants and Events terms of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with and the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e)other Loan Documents, and (vi) the Senior Unsecured Notes shall terms of such Debt are the result of arm’s-length negotiations.
(i) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not be prepaid if constituting an Event of Default has occurred Default.
(j) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is continuingnot created in contemplation of such event, other than an exchange or refinance that does not result (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in a reduction of Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Senior Unsecured NotesDebt that is secured does not exceed $25,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date.
(fk) Debt under Capital Leases or purchase money Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $10,000,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(hl) on Debt incurred by the Closing entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05.
(m) Debt which represents an extension, refinancing, or renewal of any of the Senior Notes; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal, (ii) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes becoming due earlier than the date that is 120 days after the Maturity Date, Parent’s assumption and (iii) if the Debt that is refinanced, renewed, or extended was subordinated in right of approximately payment to the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.
(n) other unsecured Debt incurred after the date of this Agreement not to exceed $27,300,000 30,000,000 in the aggregate at any time outstanding.
(o) unsecured Debt owing by the Borrower to the Atlas Energy which shall not exceed $50,000,000 outstanding at any time; provided that (i) any such Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the incurrence of Contribution any such Debt, the Atlas Energy shall have executed and Parent’s delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Indebtedness, in form and Borrower’s agreement substance satisfactory to pay the assumed Contribution Administrative Agent.
(p) Debt immediately following under the contribution by LRR-A First Lien Loan Documents and guarantee obligations of its share of the Contributed Properties to Parent any Loan Party in exchange for a release of the liens securing the Contribution Debtrespect thereof.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Atlas Resource Partners, L.P.)
Debt. The Loan Parties Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and described on Schedule 9.02.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases or nonrecourse purchase money Debt not to exceed $1,000,000 at any time.
(e) Debt associated with worker’s compensation claims, (ii) performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements, (iii) Requirements or third parties in connection with the operation of the Oil and Gas Properties or (iv) judgments pending appealProperties.
(cf) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g) or between Unrestricted Subsidiaries; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries.
(g) endorsements of negotiable instruments for collection in the ordinary course of business.
(dh) intercompany Debt between arising under take-or-pay agreements or gas balancing agreements which do not give rise to liability in the aggregate on a consolidated basis for the Borrower and any in excess of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount 1,000,000 at any one time outstanding.
(hi) on Debt incurred in the Closing Date, Parent’s assumption ordinary course of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A business in connection with Swap Agreements provided they are permitted under Section 9.18 of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtthis Agreement.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any of the Subsidiary Guarantors to, incur, create, assume or suffer to exist any Debt, exceptexcept the following:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.;
(b) Debt of the Borrower or Subsidiary Guarantor under Capital Leases and Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets other than Properties described in clauses (a) — (e) of the definition of “Oil and Gas Properties” (whether or not constituting purchase money Debt); provided, however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $12,000,000;
(c) Debt of the Borrower or Subsidiary Guarantor associated with bonds or other surety obligations (i) required by Governmental Requirements in connection with the operation of the Oil and Gas Properties or (iii) obligations or liabilities arising required in connection with the performance of contracts and (iii) incurred in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal.;
(cd) endorsements of negotiable instruments for collection in the ordinary course of business.;
(de) intercompany Debt between the Borrower and any of its Subsidiaries a Subsidiary that is a Subsidiary Guarantor or between Subsidiaries to the extent permitted by Section 9.05(h)that are Subsidiary Guarantors; provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Subsidiary Guarantor, and, provided further, that any such Debt owed by either the Borrower or a Subsidiary Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Guarantee and Collateral Agreement.;
(ef) Unsecured senior debtDebt in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptance and performance and surety bonds provided that by the principal amount does not exceed $300,000,000 Borrower or any Subsidiary Guarantor in the ordinary course of business;
(“Senior Unsecured Notes”g) Debt of the Borrower or Subsidiary Guarantor consisting of obligations to pay insurance premiums;
(h) unsecured Debt of the Borrower or any Subsidiary Guarantor evidenced by bonds, debentures, notes or other similar instruments (including any Permitted Refinancing Debt in respect thereof), and any guarantees thereof; provided that that, (i) the scheduled maturity date of such Debt shall not be earlier than one year after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (ii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments or puts triggered upon change in control, sale of all or substantially all assets and certain asset sales, in each case which are customary with respect to such type of Debt, (iii) no scheduled payment the aggregate principal amount of principalsuch Debt shall not exceed $900,000,000, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, and (iv) the financial covenants agreements and instruments governing such Debt shall not contain (A) any financial maintenance covenants that are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under those in this Agreement and all of the or any other affirmative or negative covenants and events of default governing such Debt are not that are, taken as a whole, materially more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under those set forth in this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clauseclause (A), (vB) contemporaneously with any restriction on the incurrence ability of the Senior Unsecured NotesBorrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the Borrowing Base is adjusted pursuant other Loan Documents (other than as to Section 2.07(ethe maximum principal amount of Debt to be incurred hereunder), and (viC) any restrictions on the Senior Unsecured Notes ability of any Subsidiary of the Borrower to guarantee the Indebtedness to the extent the Indebtedness is permitted thereunder, provided that a requirement that any such Subsidiary also guarantee such Debt shall not be prepaid if an Event deemed to be a violation of Default has occurred and this clause (C), or (D) any restrictions on the ability of any Subsidiary or the Borrower to pledge assets as collateral security for the Indebtedness to the extent the Indebtedness is continuing, permitted thereunder; and
(i) other than an exchange or refinance that does not result in a reduction Debt of the Borrower or Subsidiary Guarantor in an aggregate principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount 30,000,000 at any one time outstanding.
. For the avoidance of doubt, when calculating the amount of Debt for purposes of determining compliance with clause (b), (h) on the Closing Dateor (i) above, Parent’s assumption such calculation shall not include any guarantee by a Credit Party in respect of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution other Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent already included in exchange for a release of the liens securing the Contribution Debtsuch calculation.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) The Senior Notes and other Debt associated with bonds or other surety obligations in connection with (i) obligations or liabilities arising of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appealFinancial Statements.
(c) endorsements of negotiable instruments for collection purchase money Debt and Debt under Capital Leases not to exceed $50,000,000 in the ordinary course of businessaggregate.
(d) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.
(e) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.06(g); provided that (i) except as provided in (iii) below, such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, (ii) that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement; and (iii) if such Debt is secured (referred to herein as “Secured Subordinated Intercompany Debt”), the Borrower or such Restricted Subsidiary to which such Debt is payable shall have granted to the Administrative Agent a security interest in such promissory notes held by them pursuant to the Guaranty Agreement.
(ef) Unsecured senior debtDebt secured by Liens permitted by Section 9.03(d) and Section 9.03(e), provided that the principal amount of which does not exceed $300,000,000 50,000,000 in the aggregate at any one time.
(“Senior Unsecured Notes”), g) endorsements of negotiable instruments for collection in the ordinary course of business.
(h) Debt outstanding under one or more unsecured short term credit facilities the principal amount of which does not exceed $50,000,000 in the aggregate.
(i) Debt and any guarantees thereof; thereof by the Guarantors (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), provided that that: (i) immediately before, and after giving effect to to, the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance any such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), no Default exists or would exist, (ii) the Senior Unsecured Notes remain unsecured cash pay interest rate on such Debt is reasonably satisfactory to the Administrative Agent, (iii) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (iiiiv) such Debt has a stated maturity no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following earlier than one year after the Maturity Date, (ivv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and does not have mandatory redemption events of default governing such Debt that are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clausehereunder, (vvi) contemporaneously with such Debt does not prohibit prior repayment of Loans, and (vii) at the incurrence of the Senior Unsecured Notestime any such Debt is incurred, the Borrowing Base is adjusted pursuant to and the Conforming Borrowing Base then in effect (after taken into account Section 2.07(e), and (vi) shall be automatically reduced by an amount equal to the Senior Unsecured Notes shall not be prepaid if an Event product of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of 0.30 multiplied by the stated principal amount of such Senior Unsecured NotesDebt, rounded to the nearest $1,000,000, and the Borrowing Base and the Conforming Borrowing Base as so reduced shall become the new Borrowing Base and the new Conforming Borrowing Base immediately upon the date of such issuance or assumption, effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(i), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to any original issue discount.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gj) other Debt not to exceed $10,000,000 50,000,000 in the aggregate principal amount at any one time outstanding.
(hk) on Any renewals, refinancings or extensions of (but, except to the Closing Dateextent permitted herein, Parent’s assumption not increases in) any Debt described in clauses (b), (c), (f) and (i) of approximately $27,300,000 this Section 9.02; provided, however, that any refinancing of Contribution Debt, and Parent’s and Borrower’s agreement to pay Debt described in clause (i) shall comply with the assumed Contribution Debt immediately following the contribution by LRR-A provisions of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtsuch clause (i).
Appears in 1 contract
Samples: Credit Agreement (Plains Exploration & Production Co)
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds or other surety obligations in connection with (i) obligations or liabilities arising in of the ordinary course of business, (ii) Governmental Requirements, (iii) Borrower and its Restricted Subsidiaries existing on the operation of Oil and Gas Properties or (iv) judgments pending appealdate hereof that is reflected on Schedule 9.02.
(c) endorsements of negotiable instruments for collection Debt under Capital Leases not to exceed $10,000,000 in the ordinary course of businessaggregate at any one time outstanding.
(d) Debt associated with worker’s compensation claims, performance, bid, surety, or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.
(e) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(j); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty and Pledge Agreement.
(ef) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business.
(g) Debt in respect of unsecured notes; provided that, provided that (i) no Default, Event of Default or Borrowing Base Deficiency exists at the principal amount time of the incurrence of such Debt or would result therefrom (including after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 2.07(e)), (ii) such Debt does not exceed $300,000,000 require any scheduled amortization of principal or have a maturity date prior to 91 days after the Maturity Date, (“Senior Unsecured Notes”), and any guarantees thereof; provided that (iiii) after giving effect to the incurrence of such Debt, the Senior Unsecured Notes on a Borrower is in pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default contained in the documentation governing such Debt are not materially more restrictive with respect to the Borrower and its Subsidiaries onerous than the covenants and Events corresponding terms of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clauseand the other Loan Documents (as determined in good faith by the Borrower), (v) contemporaneously with the incurrence documents governing such Debt do not contain any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption of such Debt in priority to the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e)Loans, and (vi) such Debt does not prohibit prior repayment of the Senior Loans.
(h) Debt which represents an extension, refinancing, or renewal of any of the Permitted Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuingNotes; provided that, (i) such Debt satisfies the conditions set forth in Section 9.02(g) (other than an exchange or refinance that does not result in a reduction of clause (iii) thereof), (ii) the principal amount of such Senior Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (g) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (g) and subject to Section 2.07(e) hereof), (iii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Permitted Unsecured NotesNotes becoming due earlier than the date that is 91 days after the Maturity Date, and (iv) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.
(fi) Debt under Capital Leases or purchase money Debt not owing to exceed $10,000,000 insurance providers and arising in aggregate principal amount at any one time outstanding and which, at connection with the time incurred, is not reasonable anticipated to extend beyond financing of insurance premium payments in the useful life ordinary course of the Property leased or acquiredbusiness.
(gj) Debt arising under Hedge Agreements permitted under Section 9.16.
(k) other Debt not to exceed $10,000,000 in the aggregate principal amount at any one time outstanding.
(l) Debt that represents a renewal, refinancing or extension (but, except to the extent permitted herein, not increases in (except to cover premiums or penalties) of any Debt described in the foregoing clauses of this Section 9.02 (other than clauses (a), (g) and (h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt)).
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds or other surety obligations in connection with (i) obligations or liabilities arising of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appealFinancial Statements.
(c) endorsements of negotiable instruments for collection in the ordinary course of businessDebt under Capital Leases not to exceed $5,000,000.
(d) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.
(e) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Restricted Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(ef) Unsecured senior debt, provided that endorsements of negotiable instruments for collection in the principal amount does not exceed $300,000,000 ordinary course of business.
(“g) Debt now or hereafter outstanding under the Senior Unsecured Notes”Revolving Credit Agreement (and any guaranties thereof by the Guarantors), and any guarantees thereof; provided that (i) the aggregate principal amount of the Senior Revolving Credit Agreement shall not exceed $400,000,000, (ii) no part of the Debt for principal owing under the Senior Revolving Credit Agreement is subordinated in right of payment to any other Debt for principal owing under the Senior Revolving Credit Agreement, (iii) such Debt is comprised of a single facility with no differentiation among lenders in the revolving character, pricing or maturity thereof and (iv) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basissuch Debt, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption Default or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notesthen exists under Section 9.01.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gh) other Debt not to exceed $10,000,000 5,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Second Lien Term Loan Agreement (Rosetta Resources Inc.)
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than sixty (ii60) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt under Capital Leases not to exceed $1,000,000.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business.
(h) Debt (i) under the Senior Subordinated Convertible Note or the Restructured Subordinated Note and (ii) under the Second Lien Term Loan Agreement and any guarantees thereof, provided that the principal amount of which Debt under clauses (i) and (ii) of this Section 9.02(h) does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to 85,000,000 in the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notesaggregate.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gi) other Debt not to exceed $10,000,000 1,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Senior Revolving Credit Agreement (Petrohawk Energy Corp)
Debt. The Loan Parties Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.;
(b) Debt associated with bonds of the Borrower and its Subsidiaries existing on the date hereof that is disclosed on Schedule 9.01 hereto;
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than sixty (ii60) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of business.accordance with GAAP;
(d) Debt under Capital Leases not to exceed $100,000;
(e) intercompany Debt between the Borrower and any of its Subsidiaries Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(h9.04(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, ; and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.;
(ef) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business;
(i) Debt consisting of performance, bid and customs bonds, letters of credit, statutory obligations, surety and appeal bonds and other obligations of a like nature incurred in the ordinary course of business in connection with new, renewed or extended charter or leases of Rigs entered into after the Effective Date, and (ii) Debt incurred in the ordinary course of business with respect to insurance premium financing for insurance being acquired by the Borrower or any Subsidiary under customary terms and conditions, provided that the principal aggregate amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment liability of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than for Debt described in the covenants preceding clauses (i) and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement (ii) shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 2,500,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on other Debt not to exceed $100,000 in the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtaggregate at any one time outstanding.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(c) Debt under Capital Leases not to exceed the greater of $1,000,000 or five percent (5%) of the then effective Conforming Borrowing Base.
(d) Debt associated with bonds or other surety obligations required by Governmental Requirements in connection with (i) obligations or liabilities arising in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of the Oil and Gas Properties or (iv) judgments pending appealProperties.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(de) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(ef) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business.
(g) Debt under the Senior Subordinated Convertible Notes, provided that the principal amount of which does not exceed $300,000,000 9,000,000.
(“h) non-cash liabilities created by SFAS 133 for Swap Agreements, the Permitted Convertible Debt and the Senior Unsecured Notes”), Subordinated Convertible Notes and any guarantees thereof; provided that associated warrants.
(i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basisPermitted Convertible Debt, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Noteswhich does not exceed $30,000,000.
(fj) Debt under Capital Leases or purchase money Debt Permitted Subordinated Debt, the principal amount of which does not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired50,000,000.
(gk) other Debt not to exceed the greater of $10,000,000 1,000,000 or five percent (5%) of the then effective Conforming Borrowing Base in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Credit Agreement (Teton Energy Corp)
Debt. The Loan Parties Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Parent, the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases not to exceed $25,000,000.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties.
(f) intercompany Debt between the Parent, the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(g); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, the Borrower or one of the Restricted Subsidiaries, (ii) Governmental Requirementsany such Debt owed by the Parent, the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement and (iii) the operation of Oil and Gas Properties or (iv) judgments pending appealany such Debt shall not have any scheduled amortization prior to March 25, 2018.
(cg) endorsements of negotiable instruments for collection in the ordinary course of business.
(dh) intercompany other Debt between the Borrower and any of its Subsidiaries or between Subsidiaries not to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth exceed $25,000,000 in the Guaranty Agreementaggregate at any one time outstanding.
(ei) Unsecured senior debt, provided that unsecured Senior Notes of the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), Parent and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (iii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence issuance of the such Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01Notes, (iiiv) the such Senior Unsecured Notes remain unsecured or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (iiiv) no scheduled payment of principal, scheduled mandatory redemption such Senior Notes or scheduled sinking fund payment may be due prior to 180 days following Permitted Refinancing Debt does not mature sooner than the date which is one year after the Maturity Date, (ivvi) the financial covenants governing such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect on terms, taken as a whole, at least as favorable to the Borrower and its Subsidiaries than the covenants Guarantors as market terms for issuers of similar size and Events of Default under this Agreement; provided that credit quality given the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with then prevailing market conditions as determined by the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), Administrative Agent and (vivii) the such Senior Unsecured Notes shall or Permitted Refinancing Debt do not be prepaid if an Event of Default has occurred and is continuing, have any mandatory prepayment or redemption provisions (other than an exchange customary change of control or refinance that does not result asset sale tender offer provisions) which would require a mandatory prepayment or redemption in a reduction of priority to the principal amount of such Senior Unsecured NotesIndebtedness.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes Notes, the Loans or other Indebtedness arising under the Loan Documents or any Swap Agreement with a Secured Swap Provider or any other Approved Counterparty or any guaranty of or suretyship arrangement for the Notes Notes, the Loans or other Indebtedness arising under the Loan DocumentsDocuments or any Swap Agreement with a Secured Swap Provider.
(b) Debt associated with bonds or other surety obligations in connection with (i) obligations or liabilities arising in of the ordinary course of business, (ii) Governmental Requirements, (iii) Borrower and its Restricted Subsidiaries existing on the operation of Oil and Gas Properties or (iv) judgments pending appealdate hereof that is reflected on Schedule 9.02.
(c) endorsements of negotiable instruments for collection in the ordinary course of business[Reserved].
(d) Debt under Capital Leases and purchase money Debt not to exceed the greater of (i) $1,000,000 and (ii) five percent (5%) of the Borrowing Base in effect at such time, in each case, in the aggregate at any one time outstanding.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided provided, further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debt, provided that endorsements of negotiable instruments for collection in the principal amount does not exceed $300,000,000 ordinary course of business.
(“Senior Unsecured Notes”), and any guarantees thereofh) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business.
(i) Specified Additional Debt; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basissuch Debt, the Loan Parties no Event of Default shall have occurred and be in compliance with the covenants set forth in Section 9.01continuing, (ii) such Debt does not have any scheduled principal payments, mandatory redemption (except as a result of a change of control or asset sale so long as any rights of the holders of such Debt upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Indebtedness that are accrued and payable and termination of all Commitments and, except in the case of the 2024 Senior Unsecured Notes remain unsecured prior to Notes, the Special Mandatory Redemption (as defined in the 2022 Indenture)) or maturity date until the date that is one hundred and eighty (180) days following the Maturity Date, (iii) on the same day as the incurrence of such Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.07(f) and prepayment is made to the extent required by Section 3.04(c)(iii) and no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior Borrowing Base Deficiency would then exist after giving effect to 180 days following the Maturity Datesuch adjustment and prepayment, (iv) after giving pro forma effect to the incurrence of such Specified Additional Debt (and any concurrent repayment, redemption or satisfaction and discharge of Debt with the proceeds of such incurrence), the Borrower is in pro forma compliance with Section 9.01), (v) such Debt shall have no financial covenants governing which are not also contained in this Agreement (including after giving effect to an amendment of this Agreement to add such financial covenants) and any such financial covenants shall be no more restrictive than those contained in this Agreement, (vi) the non-financial covenants applicable to such Debt are no more restrictive with respect to the Parent and its Subsidiaries restrictive, taken as a whole, than the non-financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found contained in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with as determined by the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(eBorrower in good faith), and (vivii) no Subsidiary of the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, Borrower (other than a Guarantor) is an exchange or refinance that does not result in a reduction of the principal amount of obligor under such Senior Unsecured Notes.Debt;
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gj) other Debt not to exceed exceed, in the case of this clause (j), the greater of (i) $10,000,000 1,000,000 and (ii) five percent (5%) of the Borrowing Base in effect at such time, in each case, in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties will not No Borrower (other than the U.S. Borrower) shall, nor shall any Borrower permit any Subsidiary to, issue, incur, assume, create, assume or suffer to exist have outstanding any Debt, exceptor incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of a letter of credit which supports an obligation of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:
(a) the Notes or other Indebtedness arising under Obligations of the Loan Documents or any guaranty of or suretyship arrangement for Canadian Borrower and the Notes or other Indebtedness arising under Designated Borrowers owing to the Loan Documents.Administrative Agent, the L/C Issuers and the Lenders (and their Affiliates);
(b) Debt associated obligations of any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with bonds or other surety obligations financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes;
(ic) obligations endorsement of items for deposit or liabilities arising collection of commercial paper received in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.;
(d) intercompany Debt between the Borrower and advances from time to time owing by any of its Subsidiaries or between Subsidiaries Subsidiary to the extent permitted U.S. Borrower or another Subsidiary, Guarantees and similar undertakings by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged a Borrower (other than pursuant to the U.S. Borrower) or a Security Instrument) to any Person other than Subsidiary in respect of such obligations of the U.S. Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.Subsidiary; 67
(e) Unsecured senior debtDebt outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount does of such Debt is not exceed $300,000,000 (“Senior Unsecured Notes”)increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing and by an amount equal to any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.existing commitments unutilized thereunder;
(f) Debt under Capital Leases of any Person that becomes a Subsidiary of a Borrower after the date hereof or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at is amalgamated with, merged into or consolidated with the U.S. Borrower, the Canadian Borrower or any one time outstanding and whichSubsidiary of the U.S. Borrower after the date hereof, which is existing at the time incurredsuch Person becomes a Subsidiary of a Borrower or is so amalgamated, is not reasonable anticipated to extend beyond the useful life merged or consolidated (other than Debt incurred solely in contemplation of the Property leased or acquired.such Person’s becoming a Subsidiary of a Borrower);
(g) Guarantees by any Subsidiary of any Debt of any other Subsidiary and Guarantees by any Borrower (other than the U.S. Borrower) of any Debt of any other Borrower; and
(a) Priority Debt and (b) obligations of Subsidiaries in respect of letters of credit, in each case, not to exceed $10,000,000 in otherwise permitted by this Section 8.7; provided that the sum of the aggregate principal amount of such Priority Debt and other obligations incurred pursuant to this clause (i) (when taken together, but in the case of such obligations in clause (b), only including the amount of obligations constituting reimbursement obligations with respect to such letters of credit to the extent drawn) plus (without duplication) the aggregate principal amount of indebtedness or other obligations secured by a Lien pursuant to Section 8.8(j) do not exceed 10% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any one time outstandingtime.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Credit Agreement (J M SMUCKER Co)
Debt. The Loan Parties Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan DocumentsObligations.
(b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(c) Debt under Capital Leases not to exceed $2,000,000.
(d) Debt associated with bonds or other surety obligations required by Governmental Requirements in connection with (i) obligations or liabilities arising in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of the Oil and Gas Properties or (iv) judgments pending appealProperties.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(de) intercompany Debt between the Borrower and any of its Subsidiaries Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect satisfactory to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured NotesAdministrative Agent.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 endorsements of negotiable instruments for collection in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life ordinary course of the Property leased or acquiredbusiness.
(g) other Debt Debt, including purchase-money obligations, not to exceed $10,000,000 2,000,000 in the aggregate principal amount at any one time outstanding.
(h) Debt arising under Swap Agreements permitted under Section 9.18 hereof.
(i) so long there exists no Default before and after giving effect to any such incurrence, Senior Notes so long as in each case, (i) the maturity date of such Senior Notes is not less than one year after the Maturity Date, (ii) the indentures or other agreements under which any Senior Notes are issued and all other instruments, agreements and other documents evidencing or governing such Senior Notes or providing for any guarantee or other right in respect thereof have terms that are not more restrictive on the Closing DateParent, Parent’s assumption the Borrower or any of approximately $27,300,000 the Subsidiaries than the terms of Contribution Debtthis Agreement and the other Loan Documents, and Parent’s and Borrower’s agreement to pay (iii) the assumed Contribution Senior Notes are unsecured.
(j) Debt immediately following arising under the contribution by LRR-A of its share of the Contributed Properties to Parent First Lien Credit Agreement which may not exceed $1,500,000,000 in exchange for a release of the liens securing the Contribution Debtprincipal amount.
Appears in 1 contract
Samples: Term Loan Agreement (Vanguard Natural Resources, LLC)
Debt. The Loan Parties Borrower will not, and will not permit any of its Subsidiaries to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements, and any Permitted Refinancing Debt in respect thereof.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than sixty (ii60) days past the date such payment is due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases not to exceed $500,000.
(e) Debt associated with bonds or surety obligations required by Governmental Requirements, (iii) Requirements in connection with the operation of the Oil and Gas Properties or (iv) judgments pending appealProperties.
(cf) endorsements of negotiable instruments for collection in the ordinary course of business.
(dg) intercompany Debt between the Borrower and any of its Subsidiaries a Subsidiary that is a Guarantor or between Subsidiaries to the extent permitted by Section 9.05(h)that are Guarantors; provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesBorrower, and, provided further, that any such Debt owed by either the Borrower or a Guarantor Subsidiary shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gh) other Debt not to exceed $10,000,000 1,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Borrowers will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any ---- Debt, except:
(a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrowers and their Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than sixty (ii60) Governmental Requirements, (iii) days past the operation of Oil due date or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt (including guarantees) under Capital Leases and purchase money obligations not to exceed $2,500,000 in the aggregate.
(e) Debt (including guarantees) associated with bonds or surety obligations required by Governmental Requirements or any other Person in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower Borrowers, between either of the Borrowers and any of its Subsidiaries Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than either of the Borrower Borrowers or one of its their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the a Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Security Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 endorsements of negotiable instruments for collection in aggregate principal amount at any one time outstandingthe ordinary course of business.
(h) Debt under the Senior Credit Agreement that does not exceed $100,000,000 in the aggregate.
(i) Debt in connection with Swap Agreements and permitted in accordance with Section 9.18.
(j) reimbursement obligations under (i) letters of credit outstanding on the Closing Date, Parent’s assumption date of approximately this Agreement and (ii) other letters of credit provided the aggregate undrawn face amount of such other letters of credit does not exceed $27,300,000 20,000,000.
(k) guarantees of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtotherwise permitted under Section 9.02.
Appears in 1 contract
Samples: Second Lien Term Loan Agreement (Quest Resource Corp)
Debt. (a) The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(ai) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(bii) The Senior Notes and other Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements.
(iii) purchase money Debt and Debt under Capital Leases not to exceed $75,000,000 in the aggregate.
(iv) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or other surety obligations required by Governmental Requirements or third parties in connection with (i) obligations or liabilities arising in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of the Oil and Gas Properties or (iv) judgments pending appealProperties.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(dv) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.06(g); provided that (i) except as provided in (iii) below, such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, (ii) that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement; and (iii) if such Debt is secured (referred to herein as “Secured Subordinated Intercompany Debt”), the Borrower or such Restricted Subsidiary to which such Debt is payable shall have granted to the Administrative Agent a security interest in such promissory notes held by them pursuant to the Guaranty Agreement.
(evi) Unsecured senior debtDebt secured by Liens permitted by Section 9.03(d) and Section 9.03(e), provided that the principal amount of which does not exceed $300,000,000 50,000,000 in the aggregate at any one time.
(“Senior Unsecured Notes”), vii) endorsements of negotiable instruments for collection in the ordinary course of business.
(viii) Debt outstanding under one or more unsecured short term money market credit facilities the principal amount of which does not exceed $75,000,000 in the aggregate.
(ix) Debt and any guarantees thereof; thereof by the Guarantors (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), provided that that: (iA) immediately before, and after giving effect to to, the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance any such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), no Default exists or would exist, (iiB) the Senior Unsecured Notes remain unsecured cash pay interest rate on such Debt is reasonably satisfactory to the Administrative Agent, (C) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (iiiD) such Debt has a stated maturity no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following earlier than one year after the Maturity Date, (ivE) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and does not have mandatory redemption events of default governing such Debt that are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clausehereunder, (vF) contemporaneously with such Debt does not prohibit prior repayment of Loans, and (G) at the incurrence of the Senior Unsecured Notestime any such Debt is incurred, the Borrowing Base is adjusted pursuant and the Conforming Borrowing Base then in effect (after taken into account Section 2.07(f)) shall be automatically reduced by an amount equal to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event product of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of 0.30 multiplied by the stated principal amount of such Senior Unsecured NotesDebt, rounded to the nearest $1,000,000, and the Borrowing Base and the Conforming Borrowing Base as so reduced shall become the new Borrowing Base and the new Conforming Borrowing Base immediately upon the date of such issuance or assumption, effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(a)(ix), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to any original issue discount.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gx) other Debt not to exceed $10,000,000 75,000,000 in the aggregate principal amount at any one time outstanding.
(hxi) following the acquisition of Pogo pursuant to the Merger Agreement, the Pogo Debt and any other Debt of Pogo and its Subsidiaries in existence on the Closing Date; provided, Parent’s assumption of approximately $27,300,000 of Contribution Debthowever, and Parent’s and Borrower’s agreement to pay that the assumed Contribution Debt immediately outstanding under the Pogo Credit Agreement shall be repaid within three Business Days following the contribution acquisition of Pogo by LRR-A the Borrower and the Pogo Credit Agreement shall be forthwith terminated.
(xii) Any renewals, refinancings or extensions of (but, except to the extent permitted herein, not increases in) any Debt described in clauses (ii), (iii), (vi) and (ix) of this Section 9.02; provided, however, that any refinancing of Debt described in clause (ix) shall comply with the provisions of such clause (ix).
(b) Prior to the Triggering Event, the Borrower will not permit any Excluded Subsidiary to incur, create, assume or suffer to exist any Debt except (i) the Pogo Debt and (ii) other Debt of Pogo and its share Subsidiaries in existence on the Closing Date.
(c) Notwithstanding the foregoing, this Section 9.02 shall not apply to any Excluded Subsidiary to the extent such application would violate any provision of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution DebtPogo Debt Instruments.
Appears in 1 contract
Samples: Credit Agreement (Plains Exploration & Production Co)
Debt. The Loan Parties Parent and the Borrowers will not, and will not permit any other Credit Party to, incur, create, assume or suffer to exist any Debt, except:: CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Credit Parties existing on the date hereof that is reflected in the Financial Statements.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, of which no more than $500,000 (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection in the ordinary course aggregate) are greater than ninety (90) days past the date of businessinvoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.
(e) intercompany Debt between the any Borrower and any of its Subsidiaries Subsidiary or between Subsidiaries any Subsidiary and any other Subsidiary to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the a Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the a Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(ef) Unsecured senior debt, provided that endorsements of negotiable instruments for collection in the principal amount does not exceed $300,000,000 ordinary course of business.
(“Senior Unsecured Notes”), g) Permitted Bond Debt and guarantee obligations of any guarantees Credit Party in respect thereof; provided provided, that such guarantee obligations are on terms and conditions satisfactory to the Administrative Agent in its sole discretion.
(h) Taxes, assessments or other governmental charges which are not yet due or are being contested in good faith in accordance with Section 8.04(b).
(i) after giving effect to Debt (other than in connection with a loan or lending transaction) incurred in the incurrence ordinary course of business for drilling, completing, leasing and reworking oil and gas xxxxx or the Senior Unsecured Notes on a pro forma basistreatment, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01distribution, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Datetransportation or sale of production therefrom; provided, (iii) no scheduled payment of principalhowever, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive refer to or include any long term debt.
(j) Debt of Real Estate obtained for purposes of this clausebuilding expansion and the refinancing of existing Debt related to real estate at 000 Xxxxx Xxxx Xxxx., Xxxxxxxx Xxxx, Xxxxxxxx, limited to no more than $11,500,000, in the aggregate, secured by real estate (v) contemporaneously with the incurrence and specifically no Oil and Gas Properties or other collateral of the Senior Unsecured NotesLenders or Administrative Agent shall be provided by any Credit Party to secure such Debt of Real Estate); provided, the Borrowing Base however, such Debt is adjusted pursuant subject to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction Administrative Agent’s prior written approval of the principal amount terms and conditions of any lease of such Senior Unsecured Notesreal estate and the final terms and conditions of the commitment of the lender involved in the acquisition and/or expansion of such real estate. CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT
(k) those obligations of Oil resulting from its investment in CEI Bristol.
(fl) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life Chaparral’s guaranty of the Property leased or acquiredOil’s performance of its obligations as general partner of CEI Bristol.
(gm) any renewals or extensions of (but not increases in) any of the foregoing.
(n) liabilities resulting from compliance with FASB 133 and FASB 143.
(o) other Debt not to exceed $10,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents.
(b) Debt of Borrower and its Subsidiaries with respect to the Senior Notes.
(c) Debt of the Borrower and its Subsidiaries under the LC Facility.
(d) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and described on Schedule 9.02.
(e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or other surety obligations required by Governmental Requirements or third parties, including, guarantees and obligations of the Borrower and its Subsidiaries with respect to letters of credit supporting such obligations (in each case other than an obligation for money borrowed), in connection with (i) obligations or liabilities arising the operation of the Oil and Gas Properties in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal.
(cf) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Restricted Subsidiaries.
(g) endorsements of negotiable instruments for collection in the ordinary course of business.
(dh) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth incurred in the Guaranty ordinary course of Borrower’s business in connection with Swap Agreements provided they are permitted under Section 9.17 of this Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to Debt of Unrestricted Subsidiaries for which neither the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties Borrower nor any Restricted Subsidiary shall be in compliance with the covenants set forth in Section 9.01liable as an obligor, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption under any guarantee or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notesotherwise.
(fj) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquiredSwap Agreements permitted by Section 9.17.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Debt. The Loan Parties Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and its Subsidiaries existing on the Effective Date and set forth on Schedule 9.02 attached hereto and any Permitted Refinancing Debt.
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of business, business which are not greater than one hundred twenty (ii120) Governmental Requirements, (iii) days past the operation date of Oil invoice or delinquent or which are being contested in good faith by appropriate action and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP.
(d) Debt under Capital Leases not to exceed $50,000,000.
(e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Borrower and any of its Subsidiaries Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtendorsements of negotiable instruments for collection in the ordinary course of business.
(h) Permitted Debt incurred after the Effective Date, provided that the principal amount of which does not exceed $300,000,000 (“Senior Unsecured Notes”), 400,000,000 and any guarantees thereof; provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders, not less than seven Business Days prior written notice of its intent to incur such Permitted Debt, the amount thereof, and the anticipated closing date, together with copies of drafts of the material definitive documents therefor and, when completed, copies of the final versions of such material definitive documents, (ii) at the time of incurring such Permitted Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Permitted Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Permitted Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (iiiii) the Senior Unsecured Notes remain unsecured incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Permitted Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (iiiv) no such Permitted Debt does not have a scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following maturity sooner than the date which is one year after the Maturity Date, (ivvi) the financial covenants governing if such Permitted Debt is subordinated, then (A) any guarantees thereof will be subordinated and (B) all terms of subordination are no more restrictive with respect satisfactory to the Parent Administrative Agent and its Subsidiaries than the financial covenants under this Agreement Super-Majority Lenders and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (vvii) contemporaneously concurrently with the incurrence of the Senior Unsecured Notessuch Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(gi) other Debt not to exceed $10,000,000 50,000,000 in the aggregate principal amount at any one time outstanding.
(h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.
Appears in 1 contract
Samples: Credit Agreement (Bill Barrett Corp)
Debt. The Loan Parties Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Pro Forma Financial Statements or Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing).
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases not to exceed $10,000,000.
(e) Debt associated with worker’s compensation claims, (ii) Governmental Requirementsperformance, (iii) bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties or (iv) judgments pending appealProperties.
(c) endorsements of negotiable instruments for collection in the ordinary course of business.
(df) intercompany Debt between the Borrower and any of its Subsidiaries Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided provided, further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty AgreementAgreement and, provided, further, that no such debt is owed by an Unrestricted Subsidiary.
(eg) Unsecured senior debtDebt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, provided that draft or similar instrument presented by the principal amount does not exceed $300,000,000 Borrower or any Subsidiary in the ordinary course of business against insufficient funds.
(“h) Senior Unsecured Notes”), and any guarantees thereof; provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance such Debt (and any concurrent repayment of Debt with the covenants set forth in Section 9.01proceeds of such incurrence), (ii) the Senior Unsecured Notes remain unsecured such Debt does not have any scheduled amortization of principal prior to one year after the Maturity Date, (iii) no scheduled payment of principal, scheduled such Debt does not contain mandatory redemption or scheduled sinking fund payment may be due events that require the redemption of such Debt prior to 180 120 days following after the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to does not mature sooner than one year after the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clauseMaturity Date, (v) contemporaneously with the incurrence such Debt does not prohibit prior repayment of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e)Loans, and (vi) the Net Proceeds of such Senior Unsecured Notes are used to prepay the Indebtedness (provided that such prepayment shall not be prepaid if reduce the Aggregate Maximum Credit Amounts or the Borrowing Base except in accordance with Section 2.07(f)).
(i) Debt arising from judgments or orders in circumstances not constituting an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured NotesDefault.
(fj) Debt under Capital Leases of any Person at the time such Person becomes a Subsidiary of the Borrower or purchase money any Subsidiary, or is merged or consolidated with or into the Borrower or any Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of its other Subsidiaries shall be liable for such Debt and (iii) the Borrower is in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof in accordance with Regulation S-X of the SEC, with the covenants contained in Section 9.01.
(k) Debt secured by Liens on common limited partner units of Atlas Pipeline Partners, L.P. not to exceed $10,000,000 50,000,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(hl) on Debt assumed in the Closing Date, Parent’s assumption Acquisition.
(m) other Debt incurred after the date of approximately this Agreement not to exceed $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay 25,000,000 in the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debtaggregate at any time outstanding.
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Debt. The No Loan Parties Party will not incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt of the Loan Parties in respect of the $350,000,000 of 6.625% Senior Notes due 2019 and other Debt of the Loan Parties existing on the date hereof that is reflected in the Financial Statements, and any Permitted Refinancing Debt in respect of any of the foregoing.
(c) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) in the case of any acquisition, construction or improvement of any fixed or capital asset, such Debt (other than Capital Leases) is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Debt permitted by this clause (d) shall not exceed $75,000,000 at any time outstanding.
(d) Debt associated with surety bonds or other surety obligations in connection with (i) to secure performance of obligations or liabilities arising owing in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection in the ordinary course of its business.
(de) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor any Restricted Subsidiary shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes.
(f) Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 endorsements of negotiable instruments for collection in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life ordinary course of the Property leased or acquiredbusiness.
(g) non-recourse Debt secured by Property other Debt than Oil and Gas Properties evaluated by the Lenders for purposes of establishing the Borrowing Base not to exceed $10,000,000 40,000,000 in the aggregate principal amount at any one time outstanding.
(h) on other Debt not to exceed $25,000,000 in the Closing Dateaggregate at any one time outstanding.
(i) Debt of the Borrower evidenced by the Senior Convertible Notes, Parent’s assumption together with any and all refinancings thereof, so long as all of approximately $27,300,000 same are either unsecured or expressly subordinated to this Agreement and all of Contribution same are scheduled to mature after the Maturity Date under this Agreement.
(j) unsecured senior Debt or subordinated Debt of the Borrower maturing (giving effect to mandatory prepayments) no earlier than at least six months after the Maturity Date under this Agreement; provided that effective immediately upon the issuance of any such unsecured senior Debt or subordinated Debt, and Parent’s and Borrower’s agreement other than Permitted Refinancing Debt, the Borrowing Base shall be reduced by an amount equal to pay the assumed Contribution Debt immediately following the contribution by LRRtwenty-A of its share five percent (25%) of the Contributed Properties to Parent in exchange for a release aggregate principal amount of the liens securing the Contribution such Debt.
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Samples: Credit Agreement (SM Energy Co)
Debt. The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt associated with bonds of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing).
(c) accounts payable and accrued expenses, liabilities or other surety obligations in connection with (i) obligations to pay the deferred purchase price of Property or liabilities arising services, from time to time incurred in the ordinary course of businessbusiness which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases or Purchase Money Debt not to exceed $5,000,000 in the aggregate at any time outstanding.
(e) Debt associated with worker’s compensation claims, (ii) Governmental Requirementsperformance, (iii) bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil the Loan Parties’ Properties and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection otherwise in the ordinary course of business.
(df) intercompany Debt between the Borrower and any of its Subsidiaries Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations Indebtedness on terms set forth in the Guaranty Agreement.
(eg) Unsecured senior debtDebt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, provided draft or similar instrument presented by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds.
(h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default.
(i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount does thereof (other than any increase not exceed $300,000,000 (“Senior Unsecured Notes”exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), and any guarantees thereof; provided that (i) after giving effect to such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the incurrence time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Senior Unsecured Notes on a pro forma basis, the Loan Parties Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in compliance Pro Forma Compliance with the covenants set forth covenant contained in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured NotesDebt does not exceed $1,000,000 in the aggregate at any time outstanding, and (v) any such Debt has a maturity date not sooner than 180 days after the Maturity Date.
(fj) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Capital Leases or purchase money Section 9.05.
(k) Revolving Debt not to exceed $10,000,000 50,000,000 in the aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(hl) on other unsecured Debt incurred after the Closing DateEffective Date not to exceed $15,000,000 in the aggregate at any time outstanding. Notwithstanding anything contained in Section 9.02 to the contrary, Parent’s assumption in no event shall the Borrower permit the APL General Partner to incur, create, assume or suffer to exist any Debt other than Debt that is incidental to its performance as general partner of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution DebtAPL.
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Debt. The Loan Parties Neither the Borrower nor any Subsidiary will not incur, create, assume or suffer permit to exist any Debt, except:
(a) the Notes The Loans or other Indebtedness arising under the Loan Documents Obligations or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness arising under the Loan DocumentsObligations.
(b) (i) Debt associated of the Borrower and the Guarantors existing on the Closing Date and listed on Schedule 9.01, (ii) the Senior Subordinated Notes and Senior Subordinated Notes Guarantees issued on the Closing Date (including any notes and guarantees issued in exchange therefor in accordance with bonds or other surety obligations the registration rights document entered into in connection with the issuance of the Senior Subordinated Notes and Senior Subordinated Notes Guarantees) and (iiii) any refinancings, refundings, renewals or extensions thereof; provided that (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Debt has a later or equal final maturity and longer or equal weighted average life than the Debt being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall, in the aggregate, not be materially less favorable to the Lenders than those contained in the Debt being renewed or refinanced.
(c) Accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings and reserves adequate under GAAP shall have been established therefor.
(d) Debt permitted by Section 9.03(c).
(e) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five Business Days of incurrence.
(f) Debt of the Borrower and its Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the operations of the Borrower and its Subsidiaries, including guarantees of any such Hedging Agreements.
(g) Debt in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations or liabilities arising and bankers acceptances issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed).
(h) Any guaranty by the Borrower or a Subsidiary of the Borrower of Debt of a Loan Party that is permitted under this Agreement.
(i) Debt consisting of (i) the financing of insurance premiums or (ii) Governmental Requirementstake-or-pay obligations contained in supply arrangements, (iii) the operation of Oil and Gas Properties or (iv) judgments pending appeal.
(c) endorsements of negotiable instruments for collection in each case incurred in the ordinary course of business.
(dj) intercompany Debt between the Borrower and any arising in connection with endorsement of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth instruments for deposit in the Guaranty Agreementordinary course of business.
(ek) Unsecured senior debtDebt in respect of Purchase Money Obligations and Capitalized Lease Obligations, provided that the principal and refinancings or renewals thereof, in an aggregate amount does not to exceed $300,000,000 20.0 million at any time outstanding.
(“Senior Unsecured Notes”), and l) Debt assumed in connection with any guarantees thereofPermitted Acquisition or of any Person that becomes a Subsidiary of the Borrower after the date hereof; provided that (i) after giving effect to such Debt exists at the incurrence time such Permitted Acquisition is consummated or such Person becomes a Subsidiary and is not created in contemplation of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be or in compliance connection with the covenants set forth in Section 9.01, consummation of such Permitted Acquisition or such Person becoming a Subsidiary and (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the aggregate principal amount of such Senior Unsecured Notes.
Debt (fother than Capitalized Lease Obligations) Debt under Capital Leases or purchase money Debt permitted by this clause (l) shall not to exceed $10,000,000 in 10.0 million at any time outstanding and the aggregate principal amount of Capitalized Lease Obligations permitted by this clause (l) shall not exceed $50.0 million at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired.
(g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding.
(hm) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement Debt representing deferred compensation to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share employees of the Contributed Properties Companies or similar arrangements (including, without limitation, Debt issued in connection with Restricted Payments permitted under Section 9.04(d)).
(n) Debt incurred in a Permitted Acquisition or a transaction permitted under Section 9.16 solely due to Parent terms providing for the adjustment of a purchase price or similar adjustments.
(o) other unsecured Debt in exchange for a release of the liens securing the Contribution Debtan aggregate principal amount not exceeding $10.0 million at any time outstanding.
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