Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Partners or any of its Restricted Subsidiaries; (2) make loans or advances to Regency Energy Partners or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to Regency Energy Partners or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture; (2) this Indenture, the Notes and the Note Guarantees; (3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction; (4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture; (5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business; (11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and (14) Hedging Obligations incurred from time to time.
Appears in 2 contracts
Samples: Supplemental Indenture (Regency Energy Partners LP), Third Supplemental Indenture (Regency Energy Partners LP)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries (other than the Issuer or the Guarantors) to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Issuer or the Guarantors) to:
(1a) (i) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock; or to (ii) pay any indebtedness Indebtedness owed to Regency Energy Partners Parent Guarantor or any of its Restricted Subsidiaries;
(2b) make loans or advances to Regency Energy Partners Parent Guarantor or any of its Restricted Subsidiaries; or
(3c) sell, lease or transfer any of its properties or assets to Regency Energy Partners Parent Guarantor or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements as in effect on the date contractual encumbrances or restrictions of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners Parent Guarantor or any of its Restricted Subsidiaries as in effect on the Issue Date, including (1) pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, (2) the Existing Secured Notes Indenture, the Existing Secured Notes, the guarantees thereof and other documents relating to the Existing Secured Notes Indenture, the Existing Secured Notes and the related guarantees and security documents, intercreditor agreement and other documents relating to the Existing Secured Notes Indenture and (3) related Swap Contracts;
(ii) this Indenture, the Notes, the Guarantees and other documents relating to this Indenture;
(iii) applicable law or any applicable rule, regulation or order;
(iv) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into Parent Guarantor or any Restricted Subsidiary that was in existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Equity Interests were incurred into Parent Guarantor or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredacquired or designated; providedprovided that in connection with a merger, howeveramalgamation or consolidation under this clause (iv), thatif a Person other than Parent Guarantor or such Restricted Subsidiary is the successor company with respect to such merger, in amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the case may be, by Parent Guarantor or such Restricted Subsidiary, as the case may be, at the time of Indebtednesssuch merger, the incurrence thereof was otherwise permitted by the terms of this Indentureamalgamation or consolidation;
(5v) customary non-assignment provisions encumbrances or restrictions contained in contracts or agreements for purchase, gathering, processing, the sale of assets applicable to such assets pending consummation of such sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a all or substantially all the Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionSubsidiary;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13vii) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements;
(viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business, to the extent such obligations impose restrictions of the nature discussed in clause (c) above on the property so acquired;
(ix) customary provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the type described in clause (c) above on the property subject to such lease;
(x) any instrument governing Indebtedness encumbrance or restriction effected in connection with a Qualified Receivables Financing that, in the good faith determination of an FERC Subsidiarythe Issuer, is necessary or advisable to effect such Qualified Receivables Financing;
(xi) other Indebtedness, Disqualified Stock or Preferred Stock of Parent Guarantor or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (1) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by Parent Guarantor or a direct or indirect parent of Parent Guarantor in good faith) or (2) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture, the Existing Secured Notes Indenture or the Senior Credit Agreement (as determined by Parent Guarantor in good faith);
(xii) any encumbrance or restriction contained in Secured Indebtedness was otherwise permitted by this Indenture to be incurredIncurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness;
(xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of Parent Guarantor or any Restricted Subsidiary in any manner material to Parent Guarantor or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make future principal or interest payments on the Notes, in each case, as determined by Parent Guarantor in good faith;
(xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture; and
(14xv) Hedging Obligations incurred from time any encumbrances or restrictions of the type referred to timein clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the good faith judgment of Parent Guarantor, not materially more restrictive, taken as a whole, than the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to Parent Guarantor or a Restricted Subsidiary to other Indebtedness Incurred by Parent Guarantor or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Samples: Supplemental Indenture (Axalta Coating Systems Ltd.), Indenture (Axalta Coating Systems Ltd.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:
(1a) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries;
(2b) make loans or advances to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries; or
(3c) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under under, permitted by or by reason of:
(1) agreements as contractual encumbrances or restrictions in effect on the date of this Indenture and any amendmentsIssue Date, restatementsincluding, modificationswithout limitation, renewals, supplements, refundings, replacements or refinancings of those agreements or the pursuant to Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements existing on the date of this IndentureIssue Date;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restrictionagreements governing other secured Indebtedness permitted to be incurred under Section 4.03 and Section 4.11 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted 5) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced (as determined by the Issuer in good faith);
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations permitted under this Indenture that impose restrictions of the nature described in clause (c) above on the property so acquired;
(7) applicable law or any applicable rule, regulation or order;
(8) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person other than the Person or the property or assets of the Person so acquired;
(9) Liens permitted to be incurred under the customary provisions restricting subletting or assignment of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liensany lease governing a leasehold interest;
(10) customary provisions limiting the disposition contained in leases or distribution licenses of assets or intellectual property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) customary provisions restricting assignment of any agreement or instrument relating to any property or assets acquired after entered into in the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation ordinary course of such acquisitionsbusiness;
(12) customary provisions in joint venture agreements (including agreements entered into in connection with a Restricted Investment), relating solely to the relevant joint venture arrangement;
(13) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1315) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 4.03; provided that (A) such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (B) such encumbrances or restrictions will not affect the Issuer’s ability to make payments of principal or interest payments on the Notes, as determined in good faith by the Issuer’s Board of Directors; or
(16) any instrument governing Indebtedness encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of an FERC Subsidiarythe contracts, instruments or obligations referred to in clauses (1), (2), (3) and (8) above; provided that such Indebtedness was otherwise permitted by this Indenture amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more restrictive with respect to be incurred; and
(14) Hedging Obligations incurred from time such encumbrances or restrictions than those contained in the dividend or other payment restrictions prior to timesuch amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Targa Resources Partners shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Targa Resources Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Targa Resources Partners or any of its Restricted Subsidiaries; provided, however, that the priority that any series of preferred securities of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common securities of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for purposes of this covenant so long as the terms of such preferred securities do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make distributions on its Equity Interests;
(2) make loans or advances to Regency Energy Targa Resources Partners or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to Targa Resources Partners or any Restricted Subsidiary to other Indebtedness incurred by Targa Resources Partners or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Targa Resources Partners or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Targa Resources Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, fractionating, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses licenses, leases, rights-of-way, easements or leasesservitudes, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) restrictions pursuant to any Permitted Receivables Financing;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1011) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(1112) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(1213) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1314) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred;
(15) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred, if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) Targa Resources Partners determines that any such encumbrance or restriction will not materially affect Targa Resources Partners’ ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the General Partner, whose determination shall be conclusive; and
(1416) Hedging Obligations any other agreement governing Indebtedness of Targa Resources Partners or any Restricted Subsidiary that is permitted to be incurred from time to timeby the covenant in Section 4.09 hereof; provided, however, that such encumbrances or restrictions are not materially more restrictive, taken as a whole, than those contained in this Indenture or the Credit Agreement as it exists on the date of this Indenture.
Appears in 2 contracts
Samples: Indenture (Targa Resources Partners LP), Indenture (Targa Resources Partners LP)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness as in effect on the date of Issue Date and Credit Facilities permitted to be entered into under this Indenture and any amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided agreements, provided, that the amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2) this Indenture, the Notes Notes, the Note Guarantees and the Note GuaranteesSecurity Documents;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.08(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being extended, renewed, refunded, refinanced, defeased or discharged (as determined in good faith by the Board of Directors of the Issuer);
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1312) in the case of clause (3) of the first paragraph of this covenant, any instrument encumbrance or restriction:
(A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in oil and gas properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in oil and gas properties), license (including, without limitation, licenses of intellectual property) or other contract;
(B) contained in mortgages, pledges or other security agreements permitted under the indenture securing Indebtedness of an FERC the Issuer or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements;
(C) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture; or
(D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(1413) Hedging Obligations incurred any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment;” provided that the Issuer shall, and shall cause each Restricted Subsidiary to, make all commercially reasonable efforts to prevent any asset or property, including but not limited to Permitted Business Investments, from time being subject to timeany encumbrances or restrictions.
Appears in 2 contracts
Samples: Indenture (Saratoga Resources Inc /Tx), Indenture (Saratoga Resources Inc /Tx)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners Ventas, Inc. shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than the Partnership or any Excluded Joint Venture) to:
(1) pay dividends or make any other distributions on its Equity Interests their Capital Stock to Regency Energy Partners Ventas, Inc. or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, their profits, or pay any indebtedness owed to Regency Energy Partners Ventas, Inc. or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners Ventas, Inc. or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its their properties or assets to Regency Energy Partners Ventas, Inc. or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Debt and Credit Facilities as in effect on the date of this the Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided agreements, provided, however that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this the Indenture;
(2) this the Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness Debt or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners Ventas, Inc. or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness Debt or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, ; so acquired; , provided, however, that, in the case of IndebtednessDebt, the incurrence thereof such Debt was otherwise permitted by the terms of this IndentureSection 4.09 hereof;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.08(a)(3);
(7) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Debt otherwise permitted to be incurred under by the provisions of Section 4.12 hereof Indenture or negative covenants with respect to Debt permitted to be secured by Liens that limit the right of the debtor to dispose of the assets subject to such Liens or permitted to be subject to such Liens;
(109) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset assets sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;; and
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(1210) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 2 contracts
Samples: Indenture (Ventas Inc), Indenture (Ventas Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted SubsidiariesSubsidiaries (including for purposes of this clause (3) distributions of property as dividends on capital stock).
(b) The However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness, any Credit Facility, including the Credit Agreement, and any other agreements as in effect on the date of this Indenture Indenture, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes Notes, the Note Guarantees and the Note GuaranteesSecurity Documents;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property or equipment acquired for use in the ordinary course business of business the Company or any of its Restricted Subsidiaries and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of business;the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 2 contracts
Samples: Indenture (Builders FirstSource, Inc.), Indenture (Builders FirstSource-MBS, LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners Subject to provisions of Section 4.11(b) below, the Parent Guarantor shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(1i) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners the Parent Guarantor or any of its other Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Partners or any of its Restricted SubsidiariesSubsidiary;
(2ii) pay any Debt owed to the Parent Guarantor or any other Restricted Subsidiary;
(iii) make loans or advances to Regency Energy Partners the Parent Guarantor or any of its other Restricted SubsidiariesSubsidiary; or
(3iv) sell, lease or transfer any of its properties property or assets to Regency Energy Partners the Parent Guarantor or any of its other Restricted SubsidiariesSubsidiary.
(b) The restrictions contained in Section 4.08(a5.11(a) hereof will shall not apply to any encumbrances or restrictions existing under or by reason ofrestrictions:
(1i) existing on the Issue Date in the Credit Agreement, the Indenture or any other agreements as in effect on the date of this Indenture Issue Date, and any amendments, modifications, restatements, modificationsextensions, renewals, supplements, refundings, replacements or refinancings of those agreements or any of the Indebtedness to which they relateforegoing; provided that the amendmentsencumbrances and restrictions in the amendment, restatementsmodification, modificationsrestatement, renewalsextension, supplementsrenewal, refundings, replacements replacement or refinancings are not materially more restrictiverefinancing are, taken as a whole, with no less favorable in any material respect to such dividendthe Holders of the Notes than the encumbrances or restrictions being amended, distribution and other payment restrictions than those contained in those agreements on the date of this Indenturemodified, restated, extended, renewed, replaced or refinanced;
(2ii) this existing pursuant to the Indenture, the Notes and Notes, the Note GuaranteesGuaranty or the other Note Documents;
(3iii) existing under or by reason of applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4iv) existing under any agreements or other instruments of, or with respect to:
(A) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the any Person, so acquiredat the time the Person is acquired by the Parent Guarantor or any Restricted Subsidiary, or
(B) any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary; providedwhich encumbrances or restrictions (1) are not applicable to any other Person or the property or assets of any other Person and (2) were not put in place in anticipation of such event and any amendments, howevermodifications, thatrestatements, extensions, renewals, replacements or refinancings of any of the foregoing, provided that the encumbrances and restrictions in the case amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of Indebtednessthe Notes than the encumbrances or restrictions being amended, the incurrence thereof was otherwise permitted by the terms of this Indenturemodified, restated, extended, renewed, replaced or refinanced;
(5v) of the type described in Section 4.11(a)(iv) arising or agreed to (A) in the ordinary course of business that restrict in a customary non-manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract, including with respect to intellectual property, (B) that restrict in a customary manner, pursuant to provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage partnership agreements, transportation limited liability company organizational governance documents, joint venture agreements and other similar agreements, the transfer of ownership interests in, or purchase assets of, such partnership, limited liability company, joint venture or similar Person or (C) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Parent Guarantor or any Restricted Subsidiary;
(vi) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or exchange agreements, pipeline or terminaling agreementsdisposition of the Capital Stock of, or similar operational property and assets of, the Restricted Subsidiary pending closing of such sale or disposition that is permitted hereunder;
(vii) consisting of customary restrictions pursuant to any Permitted Receivables Financing;
(viii) existing pursuant to Permitted Refinancing Debt; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Debt are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than those contained in the agreements governing the Debt being refinanced;
(ix) consisting of restrictions on cash or in licenses other deposits or leasesnet worth imposed by customers, suppliers or required by insurance surety bonding companies, in each case entered into case, in the ordinary course of business;
(6x) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations Leases or operating leases or Specified Coal Agreements or Mining Leases that impose encumbrances or restrictions noted in Section 4.11(a)(iv) on the property purchased so acquired or leased of the nature described in clause (3) of Section 4.08(a) hereofcovered thereby;
(7xi) existing pursuant to any agreement for the sale Debt Incurred by, or other disposition agreement of, a Foreign Subsidiary, which encumbrances or restrictions are customary for a financing or agreement of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionsuch type;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9xii) Liens permitted existing pursuant to be incurred under the customary provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture venture, operating or similar agreements, asset sale agreements, sale-leaseback agreements, agreements and stock sale agreements, buy/sell agreements and other similar agreements entered required in connection with the entering into in the ordinary course of business;such transaction; or
(11xiii) existing pursuant to any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only Debt permitted to be Incurred subsequent to the property Issue Date by Section 4.09 (A) if the encumbrances and restrictions contained in any such agreement or assets so acquired instrument are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into contained in the ordinary course Credit Agreement in effect as of business;
the Issue Date (13as determined in good faith by the Parent Guarantor) or (B) such encumbrances and restrictions are, taken as a whole, no less favorable in any instrument governing Indebtedness material respect to the Holders of an FERC Subsidiarythe Notes than is customary in comparable financings (as determined in good faith by the Parent Guarantor), provided and the Parent Guarantor determines in good faith that such Indebtedness was otherwise permitted by this Indenture encumbrances and restrictions will not materially affect the Company’s ability to be incurred; and
(14) Hedging Obligations incurred from time to timemake principal or interest payments on the Notes as and when they become due.
Appears in 2 contracts
Samples: Indenture (Cloud Peak Energy Inc.), Indenture (Sequatchie Valley Coal Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those such agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture;
(2) this Indenture, the Notes and the Note any Subsidiary Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereofof this Indenture;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens any Indebtedness secured by a Lien that was otherwise permitted to be incurred under the provisions Sections 4.09 and 4.12 of Section 4.12 hereof this Indenture that limit limits the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1312) any instrument governing Indebtedness or other contractual requirements or restrictions of an FERC Subsidiarya Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary;
(13) Indebtedness was otherwise permitted by of a Foreign Subsidiary incurred pursuant to clause (15) of Section 4.09(b) of this Indenture Indenture; provided that such restrictions apply only to be incurredsuch Foreign Subsidiary;
(14) Indebtedness incurred pursuant to clause (17) of Section 4.09(b) of this Indenture; provided, however, that the Board of Directors of the Company determines in good faith at the time such dividend or other payment restrictions are created that they do not materially adversely affect the Company’s ability to fulfill its Obligations under the Notes; and
(15) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) Hedging Obligations incurred from time above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, no more restrictive with respect to timesuch dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (Apparel Holding Corp.), Indenture (Apparel Holding Corp.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries;
(2ii) make loans or advances to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries.
(b) The preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness, including the Greenfire Indenture, the Greenfire Notes and the Greenfire Note Guarantees, and any related collateral documents, in each case as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2ii) this Indenture, the Notes and the Note Guarantees;
(3iii) applicable lawagreements governing other Indebtedness permitted to be incurred under Section 4.14 and any amendments, rulerestatements, regulationmodifications, orderrenewals, licensessupplements, permits refundings, replacements or similar governmental, judicial or regulatory restrictionrefinancings of those agreements; provided that the restrictions will not materially adversely impact the ability of the Issuer to make required principal and interest payments on the Notes;
(4iv) applicable Law;
(v) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5vi) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6vii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.16(a)(iii);
(7viii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) ix) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are will not materially more restrictive, taken as a whole, than those contained in adversely impact the agreements governing ability of the Indebtedness being refinancedIssuer to make required principal and interest payments on the Notes;
(9x) Liens permitted to be incurred under the provisions of Section 4.12 hereof 4.15 that limit the right of the debtor to dispose of the assets subject to such Liens;
(10xi) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the ordinary course approval of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereofIssuer’s Board of Directors, so long as such encumbrance or restriction relates which limitation is applicable only to the property or assets so acquired and is not and was not created in anticipation that are the subject of such acquisitions;agreements; and
(12xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 2 contracts
Samples: Business Combination Agreement (M3-Brigade Acquisition III Corp.), Subscription Agreement (M3-Brigade Acquisition III Corp.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners the Company or any of other Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its Restricted Subsidiaries profits, or to pay any indebtedness liabilities owed to Regency Energy Partners the Company or any of its other Restricted SubsidiariesSubsidiary;
(2) make loans or advances advances, or guarantee any such loans or advances, to Regency Energy Partners the Company or any of its other Restricted SubsidiariesSubsidiary; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its other Restricted SubsidiariesSubsidiary.
(b) The restrictions set forth in Section 4.08(aparagraph (a) hereof will above shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture October 8, 2003 and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relatethereof; provided provided, however, that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness and Credit Facilities, as in effect on the date of this IndentureOctober 8, 2003;
(2) this Indenture, the Notes Indenture and the Note GuaranteesNotes;
(3) applicable law, law or any applicable rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time such Person becomes a Restricted Subsidiary of such acquisition the Company (except to the extent such Indebtedness or Equity Interests were incurred Capital Stock was Incurred or issued in connection with or in contemplation of such acquisitionPerson becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to the Company or any Personother Restricted Subsidiary of the Company, or the properties or assets of the Company or any Personother Restricted Subsidiary of the Company, other than the Person, or the property or assets of the such Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be Incurred at the time such Person becomes a Restricted Subsidiary;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in clause (3) of Section 4.08(aparagraph (a) hereofabove;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company);
(9) Liens securing Indebtedness that is permitted to be incurred under secured without also securing the provisions of Notes or the applicable Subsidiary Guarantee pursuant to Section 4.12 4.11 hereof that limit the right of the debtor to dispose of the assets subject to any such LiensLien;
(10) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1312) any instrument governing Indebtedness of an FERC Subsidiary, provided that or any agreement pursuant to which such Indebtedness was otherwise permitted issued if (a) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, (b) such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by this Indenture the Board of Directors of the Company) and (c) such encumbrance or restriction will not materially impair the Company’s ability to be incurredmake payments on the Notes (as determined in good faith by the Board of Directors of the Company); and
(1413) Hedging Obligations incurred from time Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to timesuch Accounts Receivables Entity or the receivables which are subject to the Qualified Receivables Transaction.
Appears in 2 contracts
Samples: Indenture (Quebecor Media Inc), Indenture (Videotron Ltee)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to and, in the case of clause (d) the Borrower or any Restricted Subsidiary to:
(1a) (i) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (1) on its Equity Interests or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any indebtedness Indebtedness owed to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries;
(2b) make loans or advances to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries; or
(3c) sell, lease lease, transfer or transfer assign any of its properties or assets to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries.;
(bd) The restrictions create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; except in Section 4.08(a) hereof will not apply to each case for such encumbrances or restrictions existing under or by reason of:
(1i) agreements as in effect on contractual encumbrances or restrictions of the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners Borrower or any of its Restricted Subsidiaries as in effect on the Closing Date, including pursuant to the Senior Notes Indenture and the other documents relating to the Senior Notes Indenture and Permitted Refinancings thereof;
(ii) this Agreement or any other Loan Documents, indentures, instruments or agreement governing any Additional Permitted Obligations, indentures, instruments or agreement governing any Permitted Debt Exchange Notes, indentures, instruments or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreement governing any 147 Syniverse Credit Agreement Refinancings Indebtedness of each of the foregoing;
(iii) applicable law or any applicable rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses;
(iv) any agreement or other instrument of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5v) customary non-assignment provisions encumbrances or restrictions contained in contracts or agreements for purchase, gathering, processing, the sale of assets applicable to such assets pending consummation of such sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or exchange agreements, pipeline disposition of all or terminaling agreementssubstantially all the Equity Interests or assets of such Restricted Subsidiary;
(vi) restrictions on cash or other deposits, or similar operational agreements net worth or in licenses inventory imposed by customers or leases, in each case suppliers under contracts entered into in the ordinary course of business;
(6vii) customary provisions in (x) joint venture agreements entered into in the ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements, stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements;
(viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business and Capital Lease Obligations that to the extent such obligations impose restrictions of the type set forth in clause (c) above on the property purchased or leased so acquired;
(ix) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the nature described type set forth in clause (3c) of Section 4.08(a) hereofabove on the property subject to such lease, license contract or other similar agreement;
(7x) any agreement for the sale encumbrance or other disposition restriction of a Restricted Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionsuch restrictions apply only to such Receivables Subsidiary;
(8) Permitted xi) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Borrower that is Incurred subsequent to the Closing Date pursuant to Section 7.03; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans or comply with the provisions of Section 6.12 (as determined by the Borrower in good faith); 148 Syniverse Credit Agreement
(xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 7.03 and 7.01 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness;
(xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or the Restricted Subsidiary or (y) materially affect the Borrower’s ability to make future principal or interest payments on the Loans, in each case, as determined by the Borrower in good faith;
(xiv) customary provisions in joint venture agreements and other similar agreements relating solely to the applicable joint venture;
(xv) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing such Permitted that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined by the Borrower in good faith;
(9xvi) Liens applicable law or any applicable rule, regulation or order in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred under the provisions of pursuant to Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens7.03;
(10xvii) customary provisions limiting the disposition or distribution restricting assignment of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements any agreement entered into in the ordinary course of businessbusiness and not in circumvention of this provision;
(11xviii) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or customary net worth imposed by customers under contracts provisions contained in real property leases entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligations;
(13xix) any instrument governing Indebtedness transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of an FERC Subsidiary, provided that such Indebtedness was the Borrower or any Restricted Subsidiary not otherwise permitted prohibited by this Indenture to be incurredAgreement;
(xx) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary;
(xxi) obligations under any Swap Contract entered into for bona fide hedging purposes;
(xxii) Cash Management Agreements; and
(14xxiii) Hedging Obligations incurred from time any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to timein clauses (i) through (xxii) above; provided that any such amendment, modification, restatement, renewal, increase, supplement, refunding, 149 Syniverse Credit Agreement replacement or refinancing is, in the good faith judgment of the Borrower, not more restrictive as a whole with respect to the applicable encumbrance or restriction than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 7.07, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness Incurred by the Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Syniverse Holdings Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; agreements, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date as reasonably determined by the Company or such Restricted Subsidiary;
(2) this the Xxxxxx Xxxx Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture[Reserved];
(5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof;
(6) Indebtedness incurred by the Xxxxxx Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the Xxxxxx Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof;
(7) [Reserved];
(8) [Reserved];
(9) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case permits and licenses entered into or issued in the ordinary course of business;
(610) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(711) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 2 contracts
Samples: Guarantee Agreement (Reliant Energy Inc), Guarantee Agreement (Reliant Energy Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Xxxxx Energy Partners shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Xxxxx Energy Partners or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Xxxxx Energy Partners or any of its Restricted Subsidiaries; provided that priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;
(2) make loans or advances to Regency Xxxxx Energy Partners or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Xxxxx Energy Partners or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2) this Indenture, the Notes and the Note Guarantees;
(3) agreements governing other Indebtedness permitted to be incurred under the provisions of the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(45) any instrument governing Indebtedness or Equity Interests Interest of a Person acquired by Regency Xxxxx Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Interest was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(56) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling and terminals agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(67) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by contains any such restrictions on that Restricted Subsidiary pending its sale or other disposition;
(8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(910) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1011) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(1112) any agreement or instrument relating to any property or assets acquired after the date hereofIssue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(1213) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time secured Indebtedness that limits the right of the debtor to timedispose of the assets securing such Indebtedness and any related encumbrance or restriction contained in security agreements, mortgages or purchase money agreements.
Appears in 2 contracts
Samples: Indenture (Holly Energy Partners Lp), Indenture (Holly Energy Partners Lp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to:
: (1a) pay dividends or make any other distributions on on, or in respect of, its Equity Interests to Regency Energy Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Partners or any of its Restricted Subsidiaries;
Capital Stock; (2b) make loans or advances or pay any Indebtedness or other obligation owed to Regency Energy Partners the Company or any of its Restricted SubsidiariesGuarantor; or
or (3c) sell, lease or transfer any of its properties property or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
Guarantor, except, with respect to clauses (a), (b) The restrictions in Section 4.08(a) hereof will not apply to and (c), for such encumbrances or restrictions existing under or by reason of:
: (1) agreements as in effect on the date of this Indenture and any amendmentsapplicable law, restatementsrule, modifications, renewals, supplements, refundings, replacements regulation or refinancings of those agreements or the Indebtedness to which they relateorder; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Other Notes Indenture, the Security Documents, the security documents relating to the Other Notes, the Intercreditor Agreement, the Notes, the Other Notes, the Existing Secured Notes (including the Senior Secured Debt Documents related to the Existing Secured Notes), the 2027 5.50% Notes, the 2027 7.50% Notes, the 2029 4.625% Notes, the 2029 4.875% Notes and the Note Guarantees;
guarantees in respect thereof; (3) applicable law, rule, regulation, order, licenses, permits non-assignment provisions of any contract or similar governmental, judicial or regulatory restriction;
any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case the Credit Facilities as entered into in or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary course of business;
and customary with respect to syndicated bank loans (under the relevant circumstances); (6) purchase money obligations for property acquired agreements existing on the Issue Date to the extent and in the ordinary course of business and Capital Lease Obligations that impose manner such agreements are in effect on the Issue Date; (7) restrictions on the property purchased or leased transfer of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to any Lien permitted under this Indenture imposed by the holder of such Liens;
Lien; (10) provisions limiting the disposition or distribution of 8) restrictions imposed by any agreement to sell assets or property in joint venture agreements, asset sale agreements, Capital Stock permitted under this Indenture to any Person pending the closing of such sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
; (119) any agreement or instrument relating to governing Capital Stock of any property Person that is acquired; (10) any Purchase Money Note or assets acquired after the date hereof, so long as other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such encumbrance or restriction relates restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the property Issue Date or assets so acquired permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and is not and was not created in anticipation customary with respect to the type of such acquisitions;
Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
; (13) any instrument governing Indebtedness encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of an FERC Subsidiarythe contracts, instruments or obligations referred to in clauses (1) through (4) and (6) through (12) above; provided that such Indebtedness was otherwise permitted amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors (evidenced by this Indenture a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to be incurredsuch dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(14) Hedging Obligations incurred from time to timecustomary provisions in joint venture, partnership, asset sale, sale leaseback and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements or instruments governing Existing Indebtedness, Equity Interests and Credit Facilities as in effect on the date of this Supplement Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateinstruments; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are (in the good faith judgment of the Board of Directors of Parent) not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements or instruments on the date of this Supplemental Indenture;
(2) agreements or instruments governing Credit Facilities not in effect on the date of this Supplemental Indenture so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Company to pay dividends or make any other distributions or payments directly or indirectly to the Company in an amount sufficient to permit the Company to pay the principal of, or interest and premium, if any, on the Notes, or (b) the encumbrances and restrictions contained therein are no more restrictive, taken as a whole, than those contained in this Supplemental Indenture;
(3) this Supplemental Indenture, the Notes and the Note Guarantees;
(34) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(45) any instrument governing Indebtedness agreements or Equity Interests of instruments with respect to a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition) or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Board of Directors of the Company, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of agreements or instruments governing Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureSupplemental Indenture to be incurred;
(56) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(67) purchase money obligations for property acquired in the ordinary course of business and any instrument governing any secured Indebtedness or Capital Lease Obligations Obligation that impose imposes restrictions on the property purchased assets securing such Indebtedness or leased the subject of such lease of the nature described in clause (3) of Section 4.08(a) hereof;
(7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that imposes restrictions of the nature described in clauses (1) and/or (3) of Section 4.08(a) hereof on the Restricted Subsidiary pending its the sale or other disposition;
(8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(910) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1011) provisions limiting the disposition or distribution of assets or property in partnership and joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereofCompany’s Board of Directors, so long as such encumbrance or restriction relates which limitation is applicable only to the property or assets so acquired and is not and was not created in anticipation that are the subject of such acquisitionsagreements;
(12) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(13) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof, provided that such restrictions, taken as a whole, are, in the good faith judgment of the Board of Directors of Parent, no more materially restrictive than those contained in the existing agreements referenced in clauses (1) and (3) above;
(14) the issuance of Preferred Stock by a Restricted Subsidiary of the Company or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 4.09 hereof and the terms of such Preferred Stock do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); and
(15) any agreement or instrument governing with respect to Indebtedness of an FERC incurred, or Preferred Stock issued, by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness was otherwise permitted or Preferred Stock (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Company’s ability to pay all principal, interest and premium, if any, on the Notes, as determined in good faith by this Indenture the Board of Directors of the Company, whose determination shall be conclusive; and (b) are not materially more disadvantageous to be incurred; and
(14) Hedging Obligations incurred from time to timethe Holders of the Notes than is customary in comparable financings.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Metropcs Communications Inc), First Supplemental Indenture (Metropcs Communications Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries;
(2ii) make loans or advances to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1A) agreements as in effect on this Agreement;
(B) the date of this Indenture Term Loan Agreements, the Indentures and the Notes and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateTerm Loan Agreements, the Indentures and the Notes; provided provided, that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements the Term Loan Agreements, the Indentures and the Notes on the date of this IndentureClosing Date;
(2C) this Indenture, the Notes and the Note Guaranteesany applicable Legal Requirements;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5D) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case permits or licenses entered into or issued in the ordinary course of businessbusiness and consistent with past practices;
(6E) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause clauses (3i) and (iii) of Section 4.08(a) hereofthe preceding paragraph;
(7F) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) G) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9H) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 5.6 (Incurrence of Indebtedness and Issuance of Preferred Equity) hereof that limit the right of the debtor to dispose of the assets subject to such LiensLiens or to use the proceeds of any such disposition;
(10I) provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Borrower's Board of Directors, which limitation or prohibition is applicable only to the assets that are the subject of such agreements;
(11J) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on provisions restricting cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14K) Hedging Obligations provisions restricting or encumbering the sale or other disposition of Expansion Assets or the payment of dividends, distributions or similar payments made from cash flow derived exclusively from Expansion Assets, in each case pursuant to the terms of any Expansion Debt incurred from time pursuant to timeclause (iv) of the definition of Permitted Debt; provided, that such encumbrance or restriction will not materially adversely affect the Borrower's ability to meet its obligations under this Agreement, and, in the written opinion of the president, chief operating officer or chief financial officer of the Borrower, is required in order to obtain such Expansion Debt and is customary for financings of such type.
Appears in 2 contracts
Samples: Credit Agreement (Delta Energy Center, LLC), Credit Agreement (Calpine Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:
(1a) (i) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners the Company or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2b) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3c) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions ; except in Section 4.08(a) hereof will not apply to each case for such encumbrances or restrictions existing under or by reason of:
(1) agreements as contractual encumbrances or restrictions in effect on the date of this Indenture Existing First-Lien Issue Date, including pursuant to a Credit Agreement and any amendmentsthe other Senior Credit Documents and pursuant to the indentures governing the Second-Lien Notes, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or Senior Subordinated Notes and the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indentureguarantees thereof;
(2) this Indenture, the Notes Securities (and any Exchange Securities and Note Guarantees thereof) and the Note GuaranteesSecurity Documents, the Existing First-Lien Notes Indenture, the Existing First-Lien Notes, the indenture governing the Existing Secured Notes, the Existing Secured Notes, the indenture governing the New Second-Lien Notes, the New Second-Lien Notes, the indenture governing the New Subordinated Notes, the New Subordinated Notes, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement, the First-Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement;
(3) applicable law, law or any applicable rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any agreement or other instrument governing relating to Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any PersonPerson or its subsidiaries, other than the PersonPerson or its subsidiaries, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts or agreements for purchasethe sale of assets, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or exchange agreements, pipeline disposition of the Capital Stock or terminaling agreements, assets of such Restricted Subsidiary pending the closing of such sale or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of businessdisposition;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Secured Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens otherwise permitted to be incurred under the provisions of Section Incurred pursuant to Sections 4.03 and 4.12 hereof that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(127) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;
(9) purchase money obligations or Capitalized Lease Obligations, in each case for property so acquired or leased in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;
(10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company (i) that is Finance Co. or a Guarantor that is Incurred subsequent to the Existing First-Lien Issue Date pursuant to Section 4.03 or (ii) that is Incurred by any Restricted Subsidiary of the Company that is not a Guarantor subsequent to the Existing First-Lien Issue Date pursuant to Section 4.03;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted Restricted Investment not prohibited by this Indenture to be incurredSection 4.04 and any Permitted Investment; andor
(14) Hedging Obligations incurred from time any encumbrances or restrictions of the type referred to timein clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Samples: Indenture (NewPage Holdings Inc.), Indenture (Verso Paper Corp.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners the Company or any of other Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its Restricted Subsidiaries profits, or to pay any indebtedness liabilities owed to Regency Energy Partners the Company or any of its other Restricted SubsidiariesSubsidiary;
(2) make loans or advances advances, or guarantee any such loans or advances, to Regency Energy Partners the Company or any of its other Restricted SubsidiariesSubsidiary; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its other Restricted SubsidiariesSubsidiary.
(b) The restrictions set forth in Section 4.08(aparagraph (a) hereof will above shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture October 8, 2003 and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relatethereof; provided provided, however, that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness and Credit Facilities, as in effect on the date of this IndentureOctober 8, 2003;
(2) this Indenture, the Notes Indenture and the Note GuaranteesNotes;
(3) applicable law, law or any applicable rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time such Person becomes a Restricted Subsidiary of such acquisition the Company (except to the extent such Indebtedness or Equity Interests were incurred Capital Stock was Incurred or issued in connection with or in contemplation of such acquisitionPerson becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to the Company or any Personother Restricted Subsidiary of the Company, or the properties or assets of the Company or any Personother Restricted Subsidiary of the Company, other than the Person, or the property or assets of the such Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be Incurred at the time such Person becomes a Restricted Subsidiary;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in clause (3) of Section 4.08(aparagraph (a) hereofabove;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company);
(9) Liens securing Indebtedness that is permitted to be incurred under secured without also securing the provisions of Notes or the applicable Subsidiary Guarantee pursuant to Section 4.12 4.11 hereof that limit the right of the debtor to dispose of the assets subject to any such LiensLien;
(10) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1312) any instrument governing Indebtedness of an FERC Subsidiary, provided that or any agreement pursuant to which such Indebtedness was otherwise permitted issued if (A) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, (B) such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by this Indenture the Board of Directors of the Company) and (C) such encumbrance or restriction will not materially impair the Company’s ability to be incurredmake payments on the Notes (as determined in good faith by the Board of Directors of the Company); and
(1413) Hedging Obligations incurred from time Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to timesuch Accounts Receivables Entity or the receivables which are subject to the Qualified Receivables Transaction.
Appears in 2 contracts
Samples: Indenture (Videotron Ltee), Indenture (Quebecor Media Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall notNeither the Parent nor either Borrower will, and none of them will not permit any of its the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiary Subsidiaries or Other Guarantors to:
(1i) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its Restricted Subsidiaries profits, or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its the Restricted Subsidiaries;
(2ii) make loans or advances to Regency Energy Partners the Company or any of its the Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its the Restricted Subsidiaries.
(b) The restrictions in of Section 4.08(a6.05(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) any Credit Facility, provided that the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in this Agreement;
(ii) agreements governing Existing Indebtedness, the 2023 Indenture, the 2023 Notes and the guarantees thereof and the Second Term Loan Facility and any guarantees thereof, in each case, as in effect on the date of this Indenture Repricing Effective Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureRepricing Effective Date;
(2iii) this Indenture, the Notes and the Note GuaranteesAgreement;
(3iv) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4v) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners the Parent, the Company, any of the Restricted Subsidiaries or any of its Restricted Subsidiaries Other Guarantor as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof was otherwise such Indebtedness is permitted by the terms of this IndentureAgreement;
(5vi) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6vii) purchase money obligations for property acquired in the ordinary course of business business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in clause (3) of Section 4.08(a) hereof6.05(a)(iii);
(7viii) any agreement for the sale or other disposition of a any Restricted Subsidiary or Other Guarantor that restricts distributions by that Restricted Subsidiary or Other Guarantor pending its the sale or other disposition;
(8) ix) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9x) Liens permitted to be incurred under the provisions of Section 4.12 hereof 6.10 that limit the right of the debtor to dispose of the assets subject to such Liens;
(10xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in agreements, which limitation is applicable only to the ordinary course assets that are the subject of businesssuch agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13xiii) any instrument governing Indebtedness of an FERC Subsidiaryrestrictions contained in, provided that such Indebtedness was otherwise or in request of, Hedging Obligations permitted to be incurred by this Indenture to be incurredAgreement; and
(14xiv) Hedging Obligations incurred from time any customary encumbrances or restrictions imposed pursuant to timean agreement of the type described in the definition of “Permitted Investments.”
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted SubsidiariesSubsidiaries (including for purposes of this clause (3) distributions of property as dividends on capital stock).
(b) The However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness, any Credit Facility, including the Credit Agreement, and any other agreements as in effect on the date of this Indenture Indenture, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes Notes, the Note Guarantees and the Note GuaranteesSecurity Documents;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property or equipment acquired for use in the ordinary course business of business the Company or any of its Restricted Subsidiaries and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of business;the Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to:
: (1a) pay dividends or make any other distributions on on, or in respect of, its Equity Interests to Regency Energy Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Partners or any of its Restricted Subsidiaries;
Capital Stock; (2b) make loans or advances or pay any Indebtedness or other obligation owed to Regency Energy Partners the Company or any of its Restricted SubsidiariesGuarantor; or
or (3c) sell, lease or transfer any of its properties property or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
Guarantor, except, with respect to clauses (a), (b) The restrictions in Section 4.08(a) hereof will not apply to and (c), for such encumbrances or restrictions existing under or by reason of:
: (1) agreements as in effect on the date of this Indenture and any amendmentsapplicable law, restatementsrule, modifications, renewals, supplements, refundings, replacements regulation or refinancings of those agreements or the Indebtedness to which they relateorder; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Security Documents, the Intercreditor Agreement, the Notes, the Existing Secured Notes (including the Senior Secured Debt Documents related to the Existing Secured Notes), the 2027 5.50% Notes, the 2029 4.625% Notes, the 2029 4.875% Notes and the Note Guarantees;
guarantees in respect thereof; (3) applicable law, rule, regulation, order, licenses, permits non-assignment provisions of any contract or similar governmental, judicial or regulatory restriction;
any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case the Credit Facilities as entered into in or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary course of business;
and customary with respect to syndicated bank loans (under the relevant circumstances); (6) purchase money obligations for property acquired agreements existing on the Issue Date to the extent and in the ordinary course of business and Capital Lease Obligations that impose manner such agreements are in effect on the Issue Date; (7) restrictions on the property purchased or leased transfer of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to any Lien permitted under this Indenture imposed by the holder of such Liens;
Lien; (10) provisions limiting the disposition or distribution of 8) restrictions imposed by any agreement to sell assets or property in joint venture agreements, asset sale agreements, Capital Stock permitted under this Indenture to any Person pending the closing of such sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
; (119) any agreement or instrument relating to governing Capital Stock of any property Person that is acquired; (10) any Purchase Money Note or assets acquired after the date hereof, so long as other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such encumbrance or restriction relates restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the property Issue Date or assets so acquired permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and is not and was not created in anticipation customary with respect to the type of such acquisitions;
Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
; (13) any instrument governing Indebtedness encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of an FERC Subsidiarythe contracts, instruments or obligations referred to in clauses (1) through (4) and (6) through (12) above; provided that such Indebtedness was otherwise permitted amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors (evidenced by this Indenture a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to be incurredsuch dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(14) Hedging Obligations incurred from time to timecustomary provisions in joint venture, partnership, asset sale, sale leaseback and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the ordinary course of business.
Appears in 1 contract
Samples: Indenture (TransDigm Group INC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners Holdings shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners Holdings or any of Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its Restricted Subsidiaries profits, or to pay any indebtedness Indebtedness owed to Regency Energy Partners Holdings or any of its Restricted SubsidiariesSubsidiary;
(2) make loans or advances to Regency Energy Partners Holdings or any of its Restricted SubsidiariesSubsidiary; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners Holdings or any of its Restricted Subsidiaries.
(b) The Subsidiary. However, the preceding restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners Holdings or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereofthe preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Board of Directors of Holdings, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1312) any instrument governing Indebtedness restrictions under Permitted Factoring Arrangements on the disposition of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture accounts receivable subject to be incurredPermitted Factoring Arrangements; and
(1413) Hedging Obligations agreements governing Indebtedness permitted to be incurred from time pursuant to timeSection 4.10; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are not materially more restrictive to the Issuer or Holdings, as applicable, as determined by the Board of Directors of the Issuer or Holdings, as applicable, in its reasonable and good faith judgment, than the provisions contained in the Credit Agreement or this Indenture as in effect on the date of this Indenture.
Appears in 1 contract
Samples: Indenture (MAAX Holding Co.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Issuer will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Guarantors) to:
(1A) (i) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries on its Capital Stock; or to (ii) pay any indebtedness Indebtedness owed to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries;
(2B) make loans or advances to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries; or
(3C) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries.
(b) The However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements as in effect on contractual encumbrances or restrictions of the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners Issuer or any of its Restricted Subsidiaries as in effect on the Acquisition Closing Date, including pursuant to the Senior Credit Agreements and the other documents relating to the Senior Credit Agreements, related Swap Contracts, the New Secured Notes Indenture, the New Secured Notes, the related guarantees and the other documents relating to the New Secured Notes Indenture, the Existing Indentures, the Existing Notes, the related guarantees and the other documents relating to the Existing Indentures and Indebtedness permitted pursuant to Section 3.3(b)(iii);
(ii) this Indenture, the Notes, the Guarantees, the Escrow Agreement, the Keepwell Agreement and other documents relating to this Indenture, the Notes, the Guarantees, the Escrow Agreement and the Keepwell Agreement;
(iii) applicable law or any applicable rule, regulation or order;
(iv) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Equity Interests were incurred into the Issuer or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredacquired or designated; providedprovided that in connection with a merger, howeveramalgamation or consolidation under this clause (iv), thatif a Person other than the Issuer or such Restricted Subsidiary is the successor company with respect to such merger, in amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the case of Indebtednessmay be, the incurrence thereof was otherwise permitted by the terms Issuer or such Restricted Subsidiary, as the case may be, at the time of this Indenturesuch merger, amalgamation or consolidation;
(5v) customary non-assignment provisions encumbrances or restrictions contained in contracts or agreements for purchase, gathering, processing, the sale of assets applicable to such assets pending consummation of such sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionSubsidiary;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13vii) customary provisions in (x) joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture and (y) operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements;
(viii) purchase money obligations for property acquired and Capitalized Lease Obligations, to the extent such obligations impose restrictions of the nature discussed in clause (c) in the first paragraph of this Section 3.6 on the property so acquired;
(ix) customary provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the type described in clause (c) in the first paragraph of this Section 3.6 on the property subject to such lease;
(x) any instrument governing Indebtedness encumbrance or restriction effected in connection with a Qualified Receivables Factoring or a Qualified Receivables Financing that, in the good faith determination of an FERC Subsidiarythe Issuer or any direct or indirect parent of the Issuer, is necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing;
(xi) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is Incurred subsequent to the Acquisition Closing Date pursuant to Section 3.3; provided that such encumbrances and restrictions will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuer or any direct or indirect parent of the Issuer);
(xii) any encumbrance or restriction contained in Secured Indebtedness was otherwise permitted by this Indenture to be incurredIncurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness;
(xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not, individually or in the aggregate, (x) detract from the value of the property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make future principal or interest payments on the Notes, in each case, as determined in good faith by the Issuer or any direct or indirect parent of the Issuer;
(xiv) any encumbrance or restriction existing under, by reason or with respect to Refinancing Indebtedness; provided that such encumbrances and restrictions, taken as a whole, are not materially less favorable to the holders than the encumbrances and restrictions contained in the agreements governing the Indebtedness being refinanced (as determined in good faith by the Issuer or any direct or indirect parent of the Issuer); and
(14xv) Hedging Obligations incurred from time any encumbrance or restriction imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to timein the immediately preceding clauses (i) through (xiv) of this Section 3.6(b); provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Issuer or any direct or indirect parent of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
(c) For purposes of determining compliance with this Section 3.6, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall not, The Company will not and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) agreements or instruments governing Indebtedness incurred pursuant to clause (1) of the definition of “Permitted Debt” so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Company to pay dividends or make any other distributions or payments directly or indirectly to the Company in an amount sufficient to permit the Company to pay the principal of, or interest and premium and Liquidated Damages, if any, on, the Notes, or (b) the encumbrances or restrictions contained therein are no more restrictive, taken as a whole, than those contained in the Notes and this Indenture
(3) this Indenture, the Notes and the Note Guarantees;
(34) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(45) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(56) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(67) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(910) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1011) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereofCompany’s Board of Directors, so long as such encumbrance or restriction relates which limitation is applicable only to the property or assets so acquired and is not and was not created in anticipation that are the subject of such acquisitions;agreements; and
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (Ubiquitel Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) (A) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a4.07(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements or instruments governing existing indebtedness as in effect on the date of this Indenture Notes Issue Date and any amendments, restatements, modifications, increases, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateinstruments; provided that the amendments, restatements, modifications, increases, renewals, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements or instruments on the date of this IndentureNotes Issue Date;
(2) the Common Terms Agreement, this Indenture, the Notes Notes, the Note Guarantees and the Note GuaranteesSecurity Documents;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(65) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.07(a);
(76) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) 7) Permitted Indebtedness, including Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) 8) Liens permitted to be incurred under the provisions of Section 4.12 hereof 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens;
(109) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell security agreements, mortgages, purchase money agreements and other similar agreements or instruments entered into in with the ordinary course approval of businessthe Board of Directors of the Company, which limitation is applicable only to the assets that are the subject of such agreements;
(1110) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;Permitted Hedging Agreements; and
(1211) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall TLLP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of TLLP (other than Finance Corp.) that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners TLLP or any of its Restricted Subsidiaries that is a Guarantor, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor; provided that the priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;
(2) make loans or advances to Regency Energy Partners TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements as in effect on the date of this Issue Date, including the Existing 5.875% Indenture, the Existing 6.125% Indenture and the Credit Agreement and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date Issue Date or, in the case of this Indenturethe Credit Agreement, on the Escrow Release Date (if applicable);
(2) this Indenture, the Notes and the Note Guarantees;
(3) agreements governing other Indebtedness permitted to be incurred under the provisions of the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(45) any instrument governing Indebtedness or Equity Interests Interest of a Person acquired by Regency Energy Partners TLLP or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Interest was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(56) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase licenses and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case leases entered into in the ordinary course of business;
(67) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary or assets of such Restricted Subsidiary that restricts distributions by contains any such restrictions on that Restricted Subsidiary pending its such sale or other disposition;
(8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(910) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1011) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of businessagreements;
(1112) any agreement or instrument relating to any property or assets acquired after the date hereofIssue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(1213) other Indebtedness, Disqualified Equity or preferred securities permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that, in the good faith judgment of TLLP determined at the time of the incurrence of such Indebtedness, Disqualified Equity or preferred securities, the encumbrances and restrictions contained therein will not materially impair TLLP’s ability to make payments under the Notes when due;
(14) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time;
(15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(1416) Hedging Obligations incurred from time secured Indebtedness that limits the right of the debtor to timedispose of the assets securing such Indebtedness and any related encumbrance or restriction contained in security agreements, mortgages or purchase money agreements.
Appears in 1 contract
Samples: Indenture (Tesoro Logistics Lp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Borrower will not, and will not permit any of its Restricted Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary Subsidiaries (other than Excluded Subsidiaries) to:
(1i) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries);
(2ii) make loans or advances to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries).
(b) The the restrictions in Section 4.08(a10.05(a) hereof above will not apply to encumbrances or restrictions existing under or by reason of:
(1i) this Agreement and other agreements as in effect governing Existing Indebtedness, on the date Closing Date;
(ii) the documents governing Indebtedness represented by any Tranche B-1 Debt Offering and any documents governing the issuance of debt securities after the Closing Date in compliance with this Agreement, in each case, so long as the relevant restrictions as described in clauses (a)(i) through (a)(iii) of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings Section 10.05 are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions restrictive than those contained in those agreements on the date of this IndentureAgreement;
(2) this Indenture, the Notes and the Note Guarantees;
(3iii) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5iv) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of businesspermits and licenses;
(6v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3iii) of Section 4.08(a) hereof10.05(a);
(7vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9viii) Liens permitted to be incurred under the provisions of Section 4.12 hereof 10.01 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens;
(10ix) provisions limiting the disposition or distribution of assets or property in joint venture venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements, including owners’, participation or similar agreements entered into in governing projects owned through an undivided interest, which limitation is applicable only to the ordinary course assets that are the subject of businesssuch agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessconnection with a Permitted Business;
(13xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Borrower or any Restricted Subsidiary of the Borrower is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(xii) any instrument governing Indebtedness or Capital Stock of an FERC Subsidiarya Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of, or to finance, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that that, in the case of Indebtedness, such Indebtedness was otherwise permitted by the terms of this Indenture Agreement to be incurred;
(xiii) Indebtedness of a Restricted Subsidiary of the Borrower existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Borrower;
(xiv) with respect to clause (iii) of Section 10.05(a) only, restrictions encumbering property at the time such property was acquired by the Borrower or any of its Restricted Subsidiaries, so long as such restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition;
(xv) provisions limiting the disposition or distribution of assets or property in agreements governing Non-Recourse Debt, which limitation is applicable only to the assets that are the subject of such agreements;
(xvi) other Indebtedness; provided that (x) the restrictions contained in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, in the good faith judgment of a senior financial officer of the Borrower than those contained in the agreements referenced in clauses (i) and (ii) of this Section 10.05(b) and/or (y) in the case of Indebtedness or other obligations incurred pursuant to clause (xv) of Section 10.04(b), the respective restrictions, to the extent more restrictive than those described in preceding clause (x), apply only to the respective assets and/or Persons so acquired; and
(14xvii) Hedging Obligations incurred from time any encumbrance or restrictions of the type referred to timein clauses (i), (ii) and (iii) of Section 10.05(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refunding’s, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvi) of this Section 10.05(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refunding’s, replacements or refinancings are, in the good faith judgment of a senior financial officer of the Borrower, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewals, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Credit Agreement (Dynegy Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements any Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relatesuch Credit Facilities; provided provided, that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings refinancings: (A) are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements the Credit Agreement on the date of this IndentureIndenture or otherwise contain encumbrances and restrictions that apply only in the event of and during the continuance of a payment default or a default with respect to a financial ratio covenant contained in such Credit Facilities or (B) would not, in the reasonable opinion of the Board of Directors of the Company, impair the Company's ability to pay interest or principal on the Notes;
(2) this Indenture, the Notes Notes, the Subsidiary Guarantees and the Note GuaranteesSecurity Documents;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereofabove;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided provided, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (Jordan Industries Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall not, and will not permit any of its Restricted Subsidiaries to, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than an Excluded Subsidiary) to:
(1i) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries);
(2ii) make loans or advances to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries).
(b) The restrictions in Section 4.08(a6.05(a) hereof will above shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) this Agreement and other agreements as in effect governing Existing Indebtedness on the date Closing Date;
(ii) the Senior Notes Documents and the Additional Senior Notes Documents;
(iii) applicable law, rule, regulation or order;
(iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses;
(v) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of this Indenture and the nature described in Section 6.05(a)(iii);
(vi) any amendments, restatements, modifications, renewals, supplements, refundings, replacements agreement for the sale or refinancings other disposition of those agreements the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the Indebtedness to which they relatesale or other disposition;
(vii) Permitted Refinancing Indebtedness; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those the agreements on governing the date of this IndentureIndebtedness being refinanced;
(2viii) this Indenture, Liens permitted to be incurred under Section 6.02 and associated agreements that limit the Notes and right of the Note Guaranteesdebtor to dispose of the assets subject to such Liens;
(3ix) applicable lawprovisions limiting the disposition or distribution of assets or property in joint venture, rulepartnership, regulationmembership, orderstockholder and limited liability company agreements, licensesasset sale agreements, permits sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar governmentalagreements governing projects owned through an undivided interest, judicial or regulatory restrictionwhich limitation is applicable only to the assets that are the subject of such agreements;
(4x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business;
(xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Borrower or any Restricted Subsidiary is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(xii) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureAgreement to be incurred;
(5xiii) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition Indebtedness of a Restricted Subsidiary that restricts distributions by that existing at the time it became a Restricted Subsidiary pending its sale if such restriction was not created in connection with or other dispositionin anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Borrower;
(8) Permitted Refinancing Indebtedness; provided that xiv) with respect only to Section 6.05(a)(iii), restrictions encumbering property at the restrictions contained time such property was acquired by the Borrower or any of its Restricted Subsidiaries, so long as such restriction relates solely to the property so acquired and was not created in the agreements governing connection with or in anticipation of such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedacquisition;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10xv) provisions limiting the disposition or distribution of assets or property in joint venture agreementsagreements governing Non-Recourse Debt, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates which limitation is applicable only to the property or assets so acquired and is not and was not created in anticipation that are the subject of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurredagreements; and
(14xvi) Hedging Obligations incurred from time any encumbrance or restrictions of the type referred to timein Sections 6.05(a)(i), 6.05(a)(ii) and 6.05(a)(iii) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of a Financial Officer of the Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewals, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Credit Agreement (NRG Energy, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners Holdings or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners Holdings or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners Holdings or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners Holdings or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a4.09(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness, Credit Facilities (including the Credit Agreement) or any other agreements as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners Holdings or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case conveyances and licenses entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a4.09(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 4.13 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) In the case of non-Domestic Restricted Subsidiaries, restrictions under instruments governing Indebtedness incurred pursuant to the Section 4.10(a) or 4.10(b)(16) hereof;
(11) Indebtedness of any Person existing at the time such Person is merged with or into or became a Restricted Subsidiary of Holdings or any of its Restricted Subsidiaries, provided that, (x) such restrictions were not incurred in contemplation of such acquisition and (y) such Indebtedness was permitted to be incurred by the terms hereof;
(12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided that such amendments or refinancings are, in the good faith judgment of Holdings's Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing;
(13) provisions that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;
(14) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessHoldings's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(1215) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(1316) any instrument governing Indebtedness or other contractual requirements of an FERC Subsidiarya Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such Indebtedness was otherwise permitted by this Indenture restrictions apply only to be incurred; and
(14) Hedging Obligations incurred from time to timesuch Receivables Subsidiary.
Appears in 1 contract
Samples: Indenture (Dycom Industries Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall MagnaChip will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners MagnaChip or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners MagnaChip or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners MagnaChip or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners MagnaChip or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and any other agreements, including the Credit Facilities, as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2) this Indenture, the Notes and the Note Guarantees, the Intercreditor Agreement and the Security Documents;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners MagnaChip or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be incurred under this Indenture so long as the restrictions solely restrict the transfer of the property governed by the security agreements or mortgages;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1011) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereofMagnaChip’s Board of Directors, so long as such encumbrance or restriction relates which limitation is applicable only to the property or assets so acquired and is not and was not created in anticipation that are the subject of such acquisitionsagreements;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(13) any instrument governing Indebtedness restriction in any agreement that is not more restrictive than the restrictions under the terms of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to timethe Senior Credit Agreement as in effect on the Issue Date.
Appears in 1 contract
Samples: Indenture (MagnaChip Semiconductor LTD (United Kingdom))
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners Holdings or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners Holdings or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners Holdings or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners Holdings or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness outstanding on the date of this Indenture, the Credit Agreement and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes notes and the Note Guarantees;
(3) applicable law, rule, regulation, order, licensesapproval, permits license, permit or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners Holdings or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions or subletting restrictions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property (including Capital Stock) acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its closing of the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness;
(10) provisions limiting the disposition or distribution of assets or property or transfer of Capital Stock in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements limited liability company organizational documents, and other similar agreements entered into in the ordinary course of business, consistent with past practice or with the approval of the Holdings' Board of Directors, which limitation is applicable only to the assets, property or Capital Stock that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to the property or assets so acquired and is not and was not created in anticipation of such acquisitionsReceivables Subsidiary;
(12) restrictions on cash cash, Cash Equivalents, Marketable Securities or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business;
(13) any instrument governing other Indebtedness of an FERC Subsidiary, provided Restricted Subsidiaries (i) that such Indebtedness was otherwise permitted by are Guarantors that is incurred subsequent to the date of this Indenture pursuant to be incurred; andSection 4.09 hereof or (ii) that is incurred subsequent to the date of this Indenture pursuant to clauses (4) and (15) of Section 4.09(b) hereof;
(14) Hedging Obligations incurred from encumbrances on property that exist at the time the property was acquired by the Company or a Restricted Subsidiary;
(15) contractual encumbrances or restrictions in effect on the issue date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to timesuch dividend and other payment restrictions than those contained in those agreements on the date of this Indenture; or
(16) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to above in clauses (1) through (15); provided that such amendments or refinancings are not materially more restrictive, taken as a whole, than such encumbrances and restrictions prior to such amendment or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners the Company or any of other Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its Restricted Subsidiaries profits, or to pay any indebtedness liabilities owed to Regency Energy Partners the Company or any of its other Restricted SubsidiariesSubsidiary;
(2) make loans or advances advances, or guarantee any such loans or advances, to Regency Energy Partners the Company or any of its other Restricted SubsidiariesSubsidiary; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its other Restricted SubsidiariesSubsidiary.
(b) The restrictions set forth in Section 4.08(aparagraph (a) hereof will above shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture October 8, 2003 and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relatethereof; provided provided, however, that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness and Credit Facilities, as in effect on the date of this IndentureOctober 8, 2003;
(2) this Indenture, the Notes Indenture and the Note GuaranteesNotes;
(3) applicable law, law or any applicable rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time such Person becomes a Restricted Subsidiary of such acquisition the Company (except to the extent such Indebtedness or Equity Interests were incurred Capital Stock was Incurred or issued in connection with or in contemplation of such acquisitionPerson becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to the Company or any Personother Restricted Subsidiary of the Company, or the properties or assets of the Company or any Personother Restricted Subsidiary of the Company, other than the Person, or the property or assets of the such Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be Incurred at the time such Person becomes a Restricted Subsidiary;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in clause (3) of Section 4.08(aparagraph (a) hereofabove;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company);
(9) Liens securing Indebtedness that is permitted to be incurred under secured without also securing the provisions of Notes or the applicable Subsidiary Guarantee pursuant to Section 4.12 4.11 hereof that limit the right of the debtor to dispose of the assets subject to any such LiensLien;
(10) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1312) any instrument governing Indebtedness of an FERC Subsidiary, provided that or any agreement pursuant to which such Indebtedness was otherwise permitted issued if (a) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, (b) such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by this Indenture the Board of Directors of the Company) and (c) such encumbrance or restriction will not materially impair the Company’s ability to be incurredmake payments on the Notes (as determined in good faith by the Board of Directors of the Company); and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (Videotron Ltee)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:
(1a) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries;
(2b) make loans or advances to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries; or
(3c) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under under, permitted by or by reason of:
(1) agreements as contractual encumbrances or restrictions in effect on the date of this Indenture and any amendmentsIssue Date, restatementsincluding, modificationswithout limitation, renewals, supplements, refundings, replacements or refinancings of those agreements or the pursuant to Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements existing on the date of this IndentureIssue Date;
(2) this Indenture, the Notes Notes, the Guarantees, the Security Documents and the Note GuaranteesIntercreditor Agreement;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restrictionagreements governing other secured Indebtedness permitted to be incurred under Section 4.03 and Section 4.11 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted 5) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced (as determined by the Issuer in good faith);
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations permitted under this Indenture that impose restrictions of the nature described in clause (c) above on the property so acquired;
(7) applicable law or any applicable rule, regulation or order;
(8) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person other than the Person or the property or assets of the Person so acquired;
(9) Liens permitted to be incurred under the customary provisions restricting subletting or assignment of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liensany lease governing a leasehold interest;
(10) customary provisions limiting the disposition contained in leases or distribution licenses of assets or intellectual property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) customary provisions restricting assignment of any agreement or instrument relating to any property or assets acquired after entered into in the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation ordinary course of such acquisitionsbusiness;
(12) customary provisions in joint venture agreements (including agreements entered into in connection with a Restricted Investment), relating solely to the relevant joint venture arrangement;
(13) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1315) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 4.03; provided that (A) such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (B) such encumbrances or restrictions will not affect the Issuer’s ability to make payments of principal or interest payments on the Notes, as determined in good faith by the Issuer’s Board of Directors; or
(16) any instrument governing Indebtedness encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of an FERC Subsidiarythe contracts, instruments or obligations referred to in clauses (1), (2), (3) and (8) above; provided that such Indebtedness was otherwise permitted by this Indenture amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more restrictive with respect to be incurred; and
(14) Hedging Obligations incurred from time such encumbrances or restrictions than those contained in the dividend or other payment restrictions prior to timesuch amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (GeoEye, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and Notes, the Note Guarantees, the Security Documents and the Intercreditor Agreement;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Permitted Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of business;the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply apply, however, to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, extensions, supplements, refundings, replacements or refinancings of those agreements or any of the Indebtedness to which they relate; foregoing, provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, extensions, supplements, refundings, replacements or refinancings of such instrument are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements such agreement on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees or by other Indebtedness of the Company or of a Guarantor which is pari passu in right of payment with the Notes or Note Guarantees, as applicable, incurred under an indenture or other agreement governing such Indebtedness pursuant to Section 4.09 hereof; provided, that the encumbrances and restrictions are no more restrictive, taken as a whole, than those contained in this Indenture;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restrictionthe Senior Term Loan;
(4) applicable law or any applicable rule or regulation;
(5) any agreement or instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(56) customary non-assignment provisions in contracts for purchaseleases, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, licenses or similar operational agreements or in licenses or leases, in each case contracts entered into in the ordinary course of businessbusiness or that restrict the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract;
(67) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on restrict the property purchased transfer of such property; provided that any such encumbrance or leased of restriction is released to the nature described in clause (3) of Section 4.08(a) hereofextent the underlying Lien is released or the related Indebtedness is repaid;
(7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that or the assets of a Restricted Subsidiary pending its the sale or other dispositiondisposition of such assets or Restricted Subsidiary;
(8) 9) Permitted Refinancing Indebtedness; , provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(910) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 4.09 hereof that limit the right of the debtor to dispose of or transfer the assets subject to such Liens;
(1011) any transfer of, agreement to transfer, or option or right with respect to, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture;
(12) provisions limiting with respect to the disposition or distribution of assets or property and other customary provisions in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(1213) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1314) Indebtedness permitted to be incurred pursuant to Section 4.09(b)(4) hereof for property acquired in the ordinary course of business that only imposes encumbrances or restrictions on the property so acquired;
(15) net worth provisions in leases and other agreements entered into by the Company or any instrument governing Restricted Subsidiary in the ordinary course of business;
(16) Indebtedness or other contractual requirements of an FERC Subsidiarya Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such Indebtedness was otherwise permitted by this Indenture restrictions apply only to be incurredsuch Receivables Subsidiary; and
(1417) Hedging Obligations agreements governing Indebtedness permitted to be incurred from time pursuant to timeSection 4.09 hereof, provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are not materially more restrictive to the Company, as determined by the Board of Directors of the Company in their reasonable and good faith judgment, than the provisions contained in the Credit Agreement or this Indenture as in effect on the date of this Indenture.
Appears in 1 contract
Samples: Indenture (Simmons Co /Ga/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Parent or any of its Restricted Subsidiaries or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Parent or any of its Restricted Subsidiaries;
(2ii) make loans or advances to Regency Energy Partners the Parent or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Parent or any of its Restricted Subsidiaries, provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Capital Stock and (y) the subordination of (including but not limited to, the application of any standstill requirements to) loans or advances made to the Parent or any Restricted Subsidiary to other Indebtedness Incurred by the parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction.
(b) The restrictions in provisions of Section 4.08(a4.11(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements and instruments as in effect on the date of this Indenture Issue Date (including the Existing Notes and the indenture governing the Existing Notes, the Existing Guarantees and any security documents related to the foregoing) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments with, as applicable, the Indebtedness to which they relatesame or different counterparties; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictiverestrictive or materially less favorable to the Holders of the Notes, in each case, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2ii) this Indenture, the Notes (including any Additional Notes), the Guarantees and the Note GuaranteesSecurity Documents;
(3iii) any applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4iv) any instrument governing Indebtedness or Equity Interests agreement of or relating to a Person or property or asset acquired by Regency Energy Partners the Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredacquired and its Subsidiaries; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred and was not incurred in connection with or in contemplation of such acquisition;
(5v) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case and licenses and similar contracts entered into in the ordinary course of business;
(6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.11(a);
(7vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveviii) solely with respect to clause (3) of Section 4.11(a), taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof 4.9 (Limitation on Liens) that limit the right of the debtor to dispose of the assets subject to such Liens;
(10ix) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Parent’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13xi) net worth provisions in leases and other agreements entered into by the Parent or any Restricted Subsidiary in the ordinary course of business;
(xii) (x) any agreement or instrument governing relating to (a) Indebtedness of an FERC Subsidiarythe Parent or any Restricted Subsidiary permitted to be incurred under clause (1) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock) if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than is customary in comparable financings or agreements (as to which a determination in good faith by the Board of Directors shall be conclusive) or (b) Capital Markets Debt permitted to be incurred under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) ( if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than those contained in this Indenture (as to which a determination in good faith by the Board of Directors shall be conclusive) and (y) either (i) the Board of Directors has determined in good faith that such encumbrance or restriction will not materially adversely affect the ability of the Issuer to make payments of principal and interest on the Notes when due or (ii) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness;
(xiii) any encumbrances or restrictions with respect to this Indenture, the Notes, any Guarantee or the Security Documents; and
(xiv) any encumbrance or restriction applicable to a Restricted Subsidiary at the time it becomes a Restricted Subsidiary that is not created in contemplation thereof shall not be deemed to be so created, provided that such Indebtedness was otherwise permitted restriction apply only to such Restricted Subsidiary, and provided further that the exception provided by this Indenture to be incurred; and
clause (14) Hedging Obligations incurred from shall not apply to any encumbrance or restriction contained in any Indebtedness that refunds, refinances, replaces, defeases or discharges any Indebtedness which was in existence at the time to timesuch Restricted Subsidiary became a Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (CEDC Finance Corp LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall 11.1 The Parent will not, and will not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary Subsidiaries that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Parent or any of its Restricted Subsidiaries Subsidiaries, or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Parent or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Parent or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Parent or any of its Restricted Subsidiaries.
(b) The 11.2 However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements agreements, including, without limitation, those governing Existing Indebtedness (including under the Finance Documents), as in effect on the date of this Indenture Agreement and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureAgreement;
(2) this the Senior Secured Note Indenture, the Notes Senior Secured Notes, the Senior Secured Note Guarantees and the Note Guaranteesany Additional Intercreditor Agreement;
(3) applicable law, rule, regulationregulation or order or governmental license, order, licenses, permits permit or similar governmental, judicial or regulatory restrictionconcession;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners the Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureAgreement to be incurred;
(5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts for purchasecontracts, gatheringlicenses and other agreements (including, processingwithout limitation, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case relating to intellectual property) entered into in the ordinary course of businessa Permitted Business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereofparagraph 11.1(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens and agreements related thereto that were permitted to be incurred under the provisions of Section 4.12 hereof paragraph 10 that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Parent has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into agreements, which limitation is applicable in all material respects only to the ordinary course assets or property that are the subject of businesssuch agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessa Permitted Business;
(12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Parent or any Restricted Subsidiary;
(13) provisions restricting the transfer of any instrument Capital Stock of an Unrestricted Subsidiary;
(14) provisions contained in agreements governing Indebtedness of an FERC Subsidiarythe Parent or Restricted Subsidiary incurred subsequent to the date of this Agreement pursuant to the provisions of paragraph 8 (i) in respect of the subordination provisions, provided if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the Finance Parties than the encumbrances and restrictions contained in this Agreement or that may be contained in the Intercreditor Agreement or in any Credit Facility in accordance with this paragraph 11 or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Parent) and the Parent determines in good faith that such Indebtedness was otherwise permitted by this Indenture encumbrance or restriction will not materially adversely affect the ability of the Parent and its Restricted Subsidiaries, taken as a whole, to be incurredmake principal or interest payments under the Finance Documents; and
(1415) Hedging Obligations incurred from time Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to timesuch Securitization Subsidiary or the Securitization Assets that are subject to the Qualified Securitization Transaction.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (ai) Regency Energy Partners shall not, and A Triggering Event will not permit occur if the Company or any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, create creates or permit permits to exist or become becomes effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1A) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2B) make loans or advances to Regency Energy Partners Company or any of its Restricted Subsidiaries; or
(3C) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(bii) The restrictions in Notwithstanding the foregoing, this Article V, Section 4.08(a4(d) hereof will Triggering Event shall not apply to encumbrances or restrictions existing under or by reason of:
(1A) agreements as governing Existing Indebtedness and Credit Facilities in effect on the original issue date of this Indenture the Mortgage Bonds and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; agreements, provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the original issue date of this Indenturethe Mortgage Bonds;
(2B) this the Indenture, the Notes this Supplemental Indenture and the Note GuaranteesMortgage Bonds;
(3C) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial regulations or regulatory restrictionorders;
(4D) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureSupplemental Indenture to be incurred;
(5E) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation other agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6F) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in clause (3Section 4(d)(i)(C) of Section 4.08(a) hereofabove;
(7G) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions or dispositions of assets by that Restricted Subsidiary pending its sale or other disposition;
(8) H) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9I) Liens securing Indebtedness or Attributable Debt otherwise permitted to be incurred under the provisions of Article V, Section 4.12 hereof 4(c) ("Liens") that limit the right of the debtor to dispose of the assets subject to such Liens;, and Liens attaching to intangible transition property established in accordance with a transitional funding order issued by the ICC; and
(10J) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;.
(11iii) any agreement or instrument relating to any property or assets acquired after the date hereofThe provisions of this Article V, so long as such encumbrance or restriction relates only Section 4(d) ("Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries") are subject to the property or assets so acquired and is not and was not created in anticipation provisions of such acquisitions;
Article V, Section 5 (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course "Suspension of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to timeCertain Triggering Events").
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in provisions of Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes Notes, the Note Guarantees and the Note GuaranteesCollateral Documents;
(3) agreements governing Indebtedness incurred in compliance with Section 4.09 hereof if the encumbrance or restriction is not materially more restrictive, taken as a whole, than those in this Indenture, the Notes, the Note Guarantees or the Collateral Documents, in each case as then in effect;
(4) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(45) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(56) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(67) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a4.08(a)(3) hereof;
(7) 8) any agreement for (a) the sale of assets that restricts such assets pending the sale or other disposition and (b) the sale, merger, amalgamation, consolidation or other disposition of a the Company or one or more of its Restricted Subsidiary Subsidiaries or the sale of all or substantially all of the assets of the Company or any of its Restricted Subsidiaries, that restricts distributions by that the Company and/or the applicable Restricted Subsidiary Subsidiaries pending its sale such sale, merger, amalgamation, consolidation or other disposition;
(8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the t(he agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(910) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1011) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereofagreements, so long as such encumbrance or restriction relates which limitation is applicable only to the property or assets so acquired and is not and was not created in anticipation that are the subject of such acquisitions;agreements; and
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (Global Crossing LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or to pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in this Section 4.08(a) hereof 4.08 will not apply to encumbrances or restrictions existing under or by reason of:
(1) the Second Lien Notes Indenture, the Second Lien Notes, the Second Lien Note Guarantees and agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, renewals, supplements, increases, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, increases, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment encumbrances or restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2) this Indenture, the Notes Notes, the Note Guarantees and the other Note GuaranteesDocuments;
(3) applicable law, rule, regulation, order, licensesapproval, permits permit or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchasecontracts, gatheringleases and licenses (including, processingwithout limitation, sale, transportation or exchange licenses of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case intellectual property) entered into in the ordinary course of business;
(6) purchase money obligations for property (including Capital Stock) acquired in the ordinary course of business and business, Capital Lease Obligations and mortgage financings that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of assets, including without limitation an agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that the applicable Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(109) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into (a) in the ordinary course of businessbusiness consistent with past practice or (b) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets or property that are the subject of such agreements;
(10) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.09; provided that the provisions of such agreement relating to such dividend and other payment encumbrances or restrictions taken as a whole are not materially more restrictive, as determined by the Board of Directors or the Company in good faith, than those provisions contained in the agreements governing Existing Indebtedness, the Existing Revolving Credit Agreement, the Existing Term Loan Agreement, the 1.5 Lien Term Loan Agreement and the Second Lien Notes Indenture, in each case as in effect on the Issue Date;
(11) any agreement the issuance of preferred stock by a Restricted Subsidiary or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to payment of dividends thereon in accordance with Section 4.09 and the property or assets so acquired and is not and was not created in anticipation terms thereof; provided that issuance of such acquisitionspreferred stock was made in accordance and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(12) supermajority voting requirements existing under corporate charters, bylaws, stockholders’ agreements and similar documents and agreements;
(13) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(14) encumbrances or restrictions contained in Hedging Obligations permitted from time to time under this Indenture; and
(15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (W&t Offshore Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; agreements, provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Subsidiary Guarantees (including the Exchange Notes and related Subsidiary Guarantees);
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens any Indebtedness secured by a Lien that was otherwise permitted to be incurred under the provisions of Section Sections 4.09 and 4.12 hereof that limit limits the right of the debtor to dispose of the assets subject to such LiensLien;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1312) any instrument governing Indebtedness or other contractual requirements or restrictions of an FERC Subsidiarya Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary;
(13) Indebtedness was otherwise permitted by this Indenture of a Foreign Subsidiary incurred pursuant to be incurredclause (13) of Section 4.09(b)(6) below provided that such restrictions apply only to such Foreign Subsidiary;
(14) Indebtedness incurred pursuant to clause (14) of Section 4.09(b) below; provided, however, that the Board of Directors of the Company determines in good faith at the time such dividend or other payment restrictions are created that they do not materially adversely affect the Company’s ability to fulfill its Obligations under the Notes; and
(15) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of this Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) Hedging Obligations incurred from time above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, no more restrictive with respect to timesuch dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Broder Bros Co)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Partners or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Partners or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: First Supplemental Indenture (Regency Energy Partners LP)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a4.8(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) encumbrances or restrictions pursuant to agreements (including agreements governing Existing Funded Debt) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes Indenture and the Note GuaranteesSecurities;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness Funded Debt (or Equity Interests Liens related thereto) or Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness Funded Debt or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of IndebtednessFunded Debt, the incurrence thereof such Funded Debt was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a4.8(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing IndebtednessDebt; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness Funded Debt being refinanced;
(9) 8) security agreements relating to Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to transfer or dispose of the assets subject to such Liens;
(109) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(1210) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1311) any instrument governing Indebtedness Funded Debt or Capital Stock of any Person that is an FERC Unrestricted Subsidiary as in effect on the day that such Person becomes a Restricted Subsidiary, provided which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person and the Restricted Subsidiaries or the property or assets of the Person and the Restricted Subsidiaries;
(12) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such Indebtedness was otherwise permitted partnership, limited liability company, joint venture or similar Person;
(13) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business;
(14) the Credit Agreement as in effect on the date of this Indenture to be incurredIndenture; and
(15) any agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (14) Hedging Obligations incurred from time ), or in this clause (15), provided that the terms and conditions of any such encumbrances or restrictions are not materially more restrictive taken as a whole than those under or pursuant to timethe agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing evidencing the Funded Debt so extended, renewed, refinanced or replaced.
Appears in 1 contract
Samples: Indenture (Interpool Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or to pay any indebtedness Indebtedness or other obligations owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(14) agreements governing Existing Indebtedness and Credit Facilities (including agreements related to First Lien Claims under the Credit Facility) as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; agreements, provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(25) this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreement and the Note Guaranteesother Security Documents;
(36) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(47) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) 8) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(69) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereofthe preceding paragraph;
(710) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) 11) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(912) agreements governing other Indebtedness of the Company and one or more Restricted Subsidiaries permitted under this Indenture, provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those in this Indenture;
(13) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1014) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements respecting Permitted Business Investments and other similar agreements entered into in the ordinary course of business;; and
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(1215) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall notNeither the Parent nor either Borrower will, and none of them will not permit any of its the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiary Subsidiaries or Other Guarantors to:
(1i) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its Restricted Subsidiaries profits, or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its the Restricted Subsidiaries;
(2ii) make loans or advances to Regency Energy Partners the Company or any of its the Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its the Restricted Subsidiaries.
(b) The restrictions in of Section 4.08(a6.05(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) any Credit Facility, provided that the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in this Agreement;
(ii) agreements governing Existing Indebtedness as in effect on the date of this Indenture Closing Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureClosing Date;
(2iii) this the New Indenture, the Senior Secured Notes and the Note Guaranteesguarantees thereof;
(3iv) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4v) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners the Parent, the Company, any of the Restricted Subsidiaries or any of its Restricted Subsidiaries Other Guarantor as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof was otherwise such Indebtedness is permitted by the terms of this IndentureAgreement;
(5vi) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6vii) purchase money obligations for property acquired in the ordinary course of business business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in clause (3) of Section 4.08(a) hereof6.05(a)(iii);
(7viii) any agreement for the sale or other disposition of a any Restricted Subsidiary or Other Guarantor that restricts distributions by that Restricted Subsidiary or Other Guarantor pending its the sale or other disposition;
(8) ix) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9x) Liens permitted to be incurred under the provisions of Section 4.12 hereof 6.10 that limit the right of the debtor to dispose of the assets subject to such Liens;
(10xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in agreements, which limitation is applicable only to the ordinary course assets that are the subject of businesssuch agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13xiii) any instrument governing Indebtedness of an FERC Subsidiaryrestrictions contained in, provided that such Indebtedness was otherwise or in request of, Hedging Obligations permitted to be incurred by this Indenture to be incurredAgreement; and
(14xiv) Hedging Obligations incurred from time any customary encumbrances or restrictions imposed pursuant to timean agreement of the type described in the definition of “Permitted Investments.”
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Targa Resources Partners shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Targa Resources Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Targa Resources Partners or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Targa Resources Partners or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Targa Resources Partners or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Targa Resources Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, fractionating, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses licenses, leases, rights-of-way, easements or leasesservitudes, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (Targa Resources, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Parent or any of its Restricted Subsidiaries or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Parent or any of its Restricted Subsidiaries;
(2ii) make loans or advances to Regency Energy Partners the Parent or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Parent or any of its Restricted Subsidiaries, provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Capital Stock and (y) the subordination of (including but not limited to, the application of any standstill requirements to) loans or advances made to the Parent or any Restricted Subsidiary to other Indebtedness Incurred by the parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction.
(b) The restrictions in provisions of Section 4.08(a4.11(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements and instruments as in effect on the date of this Indenture Issue Date (including the Existing Notes and the indenture governing the Existing Notes, the Existing Guarantees and any security documents related to the foregoing) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments with, as applicable, the Indebtedness to which they relatesame or different counterparties; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictiverestrictive or materially less favorable to the Holders of the Notes, in each case, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2ii) this Indenture, the Notes (including any Additional Notes or PIK Notes), the Guarantees, the Security Documents, the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Notes Guarantees and any security documents relating to the Note GuaranteesSenior Secured Notes;
(3iii) any applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4iv) any instrument governing Indebtedness or Equity Interests agreement of or relating to a Person or property or asset acquired by Regency Energy Partners the Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredacquired and its Subsidiaries; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred and was not incurred in connection with or in contemplation of such acquisition;
(5v) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case and licenses and similar contracts entered into in the ordinary course of business;
(6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3iii) of Section 4.08(a) hereof4.11(a);
(7vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveviii) solely with respect to clause (iii) of Section 4.11(a), taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof 4.9 (Limitation on Liens) that limit the right of the debtor to dispose of the assets subject to such Liens;
(10ix) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Parent’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13xi) net worth provisions in leases and other agreements entered into by the Parent or any Restricted Subsidiary in the ordinary course of business;
(xii) (x) any agreement or instrument governing relating to (a) Indebtedness of an FERC Subsidiarythe Parent or any Restricted Subsidiary permitted to be incurred under clause (1) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock) if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than is customary in comparable financings or agreements (as to which a determination in good faith by the Board of Directors shall be conclusive) or (b) Capital Markets Debt permitted to be incurred under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) ( if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than those contained in this Indenture (as to which a determination in good faith by the Board of Directors shall be conclusive) and (y) either (i) the Board of Directors has determined in good faith that such encumbrance or restriction will not materially adversely affect the ability of the Issuer to make payments of principal and interest on the Notes when due or (ii) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness;
(xiii) any encumbrances or restrictions with respect to this Indenture, the Notes, PIK Notes, any Guarantee, the Security Documents, the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Notes Guarantees or any security documents relating to the Senior Secured Notes; and
(xiv) any encumbrance or restriction applicable to a Restricted Subsidiary at the time it becomes a Restricted Subsidiary that is not created in contemplation thereof shall not be deemed to be so created, provided that such Indebtedness was otherwise permitted restriction apply only to such Restricted Subsidiary, and provided further that the exception provided by this Indenture to be incurred; and
clause (14) Hedging Obligations incurred from shall not apply to any encumbrance or restriction contained in any Indebtedness that refunds, refinances, replaces, defeases or discharges any Indebtedness which was in existence at the time to timesuch Restricted Subsidiary became a Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (CEDC Finance Corp LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries.
(a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners the Company or any of other Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its Restricted Subsidiaries profits, or to pay any indebtedness liabilities owed to Regency Energy Partners the Company or any of its other Restricted Subsidiaries;Subsidiary;
(2) make loans or advances advances, or guarantee any such loans or advances, to Regency Energy Partners the Company or any of its other Restricted SubsidiariesSubsidiary; oror
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its other Restricted Subsidiaries.Subsidiary.
(b) The restrictions set forth in Section 4.08(aparagraph (a) hereof will above shall not apply to encumbrances or restrictions existing under or by reason of::
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture October 8, 2003 and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relatethereof; provided provided, however, that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness and Credit Facilities, as in effect on the date of this Indenture;October 8, 2003;
(2) this Indenture, the Notes Indenture and the Note Guarantees;Notes;
(3) applicable law, law or any applicable rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time such Person becomes a Restricted Subsidiary of such acquisition the Company (except to the extent such Indebtedness or Equity Interests were incurred Capital Stock was Incurred or issued in connection with or in contemplation of such acquisitionPerson becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to the Company or any Personother Restricted Subsidiary of the Company, or the properties or assets of the Company or any Personother Restricted Subsidiary of the Company, other than the Person, or the property or assets of the such Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this Indenture;Indenture to be Incurred at the time such Person becomes a Restricted Subsidiary;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case leases entered into in the ordinary course of business;business and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in clause (3) of Section 4.08(aparagraph (a) hereof;above;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending its sale or other disposition;;
(8) Permitted Refinancing Indebtedness; provided provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company);
(9) Liens securing Indebtedness that is permitted to be incurred under secured without also securing the provisions of Notes or the applicable Subsidiary Guarantee pursuant to Section 4.12 4.11 hereof that limit the right of the debtor to dispose of the assets subject to any such LiensLien;
(10) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;;
(1312) any instrument governing Indebtedness of an FERC Subsidiary, provided that or any agreement pursuant to which such Indebtedness was otherwise permitted issued if (A) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, (B) such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by this Indenture the Board of Directors of the Company) and (C) such encumbrance or restriction will not materially impair the Company’s ability to be incurredmake payments on the Notes (as determined in good faith by the Board of Directors of the Company); and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (Videotron Ltee)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes, the Second Priority Senior Secured Notes and the Note Guaranteesindentures governing such notes, and the Term Loan Agreement or any other indenture governing letters of credit, loans or debt securities issued by or on behalf of the Company that are no more restrictive, taken as a whole, with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in this Indenture, the Notes, the Second-Priority Senior Secured Notes and the indentures governing such notes, and the Term Loan Agreement as in effect on the date of this Indenture;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case contracts and licenses entered into in the ordinary course of businessbusiness and consistent with past practices;
(65) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof);
(76) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) 7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) 8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof herein that limit the right of the debtor to dispose of the assets subject to such Liens;
(109) provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into with the approval of the Company's Board of Directors, which limitation or prohibition is applicable only to the assets that are the subject of such agreements;
(10) any encumbrance or restriction imposed pursuant to the terms of any Non-Recourse Debt incurred pursuant to clause (6) of the definition of Permitted Debt or any preferred stock issued pursuant to clause (7) of the definition of Permitted Debt; provided that such encumbrance or restriction, in the ordinary course written opinion of businessthe President, Vice Chairman, Chief Operating Officer or Chief Financial Officer of the Company, (x) is required in order to obtain such financing or to place such preferred stock, (y) is customary for such financings or placements and (z) applies only to the assets or revenues of the applicable Restricted Subsidiary;
(11) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement or instrument relating to any property or assets acquired after Acquired Debt incurred pursuant to clause (10) of the date hereof, so long as definition of Permitted Debt; provided that such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created incurred in anticipation connection with or in contemplation of such acquisitions;Restricted Subsidiary becoming a Restricted Subsidiary; and
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (Calpine Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Issuer and the Vessel Guarantors shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or contractual restriction on the ability of any Restricted Subsidiary Vessel Guarantor’s right to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Issuer, or make payments on any of its Restricted Subsidiaries or to pay any indebtedness Indebtedness owed to Regency Energy Partners or any of its Restricted Subsidiariesthe Issuer;
(2) make loans or advances to Regency Energy Partners or any of its Restricted Subsidiariesthe Issuer; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners or any of its Restricted Subsidiariesthe Issuer.
(b) The However, the restrictions set forth in Section 4.08(a4.15(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements agreements, including, without limitation, those governing Existing Indebtedness and the New Term Loan Facility, as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2) this Indenture, the Notes, any Additional Notes and the Note Guaranteesrelated Guarantees and the Intercreditor Agreement or any Additional Intercreditor Agreement;
(3) applicable law, rule, regulationregulation or order or governmental license, order, licenses, permits permit or similar governmental, judicial or regulatory restrictionconcession;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(96) Liens and agreements related thereto that were permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(7) provisions contained in agreements governing Indebtedness of the Issuer or Subsidiary incurred subsequent to the Issue Date pursuant to Section 4.10 (i) in respect of the subordination provisions, if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the holders of the Notes than the encumbrances and restrictions contained in this Indenture or that may be contained in the Intercreditor Agreement or in any agreement governing Indebtedness in accordance with this Section 4.15 or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Issuer) and the Issuer determines in good faith that such encumbrance or restriction shall not materially adversely affect the ability of the Issuer and its Subsidiaries, taken as a whole, to make principal or interest payments on the Notes;
(8) customary provisions restricting assignments, subletting or other similar transfers in contracts, licenses and other agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of a Permitted Business;
(9) any agreement for the sale or other disposition of a Subsidiary or an asset that restricts distributions by that Subsidiary or transfers of such asset pending the sale or other disposition;
(10) provisions limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Issuer has an investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into agreements, which limitation is applicable in all material respects only to the ordinary course assets or property that are the subject of businesssuch agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurreda Permitted Business; and
(1412) Hedging Obligations incurred from time to timecustomary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Issuer or any Subsidiary.
Appears in 1 contract
Samples: Indenture (Global Ship Lease, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1A) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits; or
(B) pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a4.07(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements or instruments governing existing Indebtedness as in effect on the date of this Indenture Notes Issue Date and any amendments, restatements, modifications, increases, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateinstruments; provided that the amendments, restatements, modifications, increases, renewals, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements or instruments on the date of this IndentureNotes Issue Date;
(2) this Indenture, the Notes and the Note GuaranteesFinance Documents;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(65) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations capital lease obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.07(a);
(76) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness7) Indebtedness permitted pursuant to Section 4.08, including Replacement Senior Debt; provided that in the case of Replacement Senior Debt the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Replacement Senior Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) 8) Liens permitted to be incurred under the provisions of pursuant to Section 4.12 hereof 4.14 that limit the right of the debtor to dispose of the assets subject to such Liens;
(109) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell security agreements, mortgages, purchase money agreements and other similar agreements or instruments entered into in with the ordinary course approval of businessthe Board of Directors of the Company, Holdco or the applicable Restricted Subsidiary, which limitation is applicable only to the assets that are the subject of such agreements;
(1110) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;Permitted Hedging Instruments; or
(1211) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; agreements, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date as reasonably determined by the Company or such Restricted Subsidiary;
(2) this Indenture, the 2013 Notes Indenture, the Notes, the 2013 Notes, the Note Guarantees and the 2013 Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests incurred by RECE and Foreign Subsidiaries of a Person acquired by Regency Energy Partners or any of its the Company that are Restricted Subsidiaries as in effect at the time pursuant to clause (3) of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this IndentureSection 4.09(b) hereof;
(5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof;
(6) Indebtedness incurred by the Seward Subsidiaries of Permitted PEDFA Bond Indebtedness or Ixxxxxxdness evidenced by or in support of the Seward Tax-Exempt Bonds pursuant to clause (5) of Section 4.00(x) xereof;
(7) Indebtedness incurred by Texas Genco or TG Holdco pursuant to clause (6) of Section 4.09(b) hereof;
(8) Indebtedness incurred by TG Holdco or Texas Genco or any of their Subsidiaries or by the Company and the Guarantors pursuant to clause (7) of Section 4.09(b) hereof;
(9) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case permits and licenses entered into or issued in the ordinary course of business;
(610) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(711) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) 12) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as reasonably determined by the Company or such Restricted Subsidiary;
(913) Permitted Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1014) provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into (i) in the ordinary course of businessbusiness or (ii) with the approval of the Company's or the Restricted Subsidiary's Board of Directors or chief financial officer, which limitation or prohibition is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(1215) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1316) any instrument governing Purchase Money Note or other Indebtedness or any contractual requirements of an FERC Subsidiary, a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity;
(17) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Company or any Restricted Subsidiary of the Company is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or 66 such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(18) Indebtedness of a Restricted Subsidiary of the Company existing at the time it became a Restricted Subsidiary if such restriction was otherwise permitted not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by this Indenture to be incurredthe Company; and
(1419) Hedging Obligations incurred from with respect to clause (3) of Section 4.08(a) hereof only, restrictions encumbering property at the time such property was acquired by the Company or any of its Restricted Subsidiaries, so long as such restrictions relate solely to timethe property so acquired and were not created in connection with or in anticipation of such acquisition.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries or, with respect to any other interest or to participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The However, the restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any agreement or instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners by, or merged, consolidated or otherwise combined with or into, the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition acquisition, merger, consolidation or other combination (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in leases, contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case related documents entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of business;the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings refinancing of those agreements or the Indebtedness to which they relate; agreements, provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(65) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof);
(76) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) 7) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedRefinanced;
(9) 8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(109) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset assets sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(10) any agreement relating to any Indebtedness or Liens incurred by a Person (other than a Subsidiary of the Company that is a Subsidiary of the Company on the date of this Indenture or any Subsidiary carrying on any of the businesses of any such Subsidiary) prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not incurred in anticipation of becoming a Subsidiary and not incurred to provide all or any portion of the funds utilized to consummate such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only with respect to the property a Foreign Subsidiary pursuant to an agreement relating to Indebtedness which is permitted under Section 4.09 hereof or assets so acquired and is not and was not created in anticipation of Liens incurred by such acquisitionsForeign Subsidiary;
(12) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary; and
(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (Metaldyne Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall TLLP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of TLLP (other than Finance Corp.) that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners TLLP or any of its Restricted Subsidiaries that is a Guarantor, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor; provided that the priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;
(2) make loans or advances to Regency Energy Partners TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements as in effect on the date of this Issue Date, including the Existing 5.875% Indenture, the Existing 6.125% Indenture and the Credit Agreement and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date Issue Date or, in the case of this Indenturethe Credit Agreement, on the Escrow Release Date (if applicable);
(2) this Indenture, the Notes and the Note Guarantees; 001214-0006-16616731.1
(3) agreements governing other Indebtedness permitted to be incurred under the provisions of the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees;
(34) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(45) any instrument governing Indebtedness or Equity Interests Interest of a Person acquired by Regency Energy Partners TLLP or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Interest was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(56) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase licenses and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case leases entered into in the ordinary course of business;
(67) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary or assets of such Restricted Subsidiary that restricts distributions by contains any such restrictions on that Restricted Subsidiary pending its such sale or other disposition;
(8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(910) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1011) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of businessagreements;
(1112) any agreement or instrument relating to any property or assets acquired after the date hereofIssue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(1213) other Indebtedness, Disqualified Equity or preferred securities permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that, in the good faith judgment of TLLP determined at the time of the incurrence of such Indebtedness, Disqualified Equity or preferred securities, the encumbrances and restrictions contained therein will not materially impair TLLP’s ability to make payments under the Notes when due;
(14) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time;
(15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and 001214-0006-16616731.1
(1316) any instrument governing secured Indebtedness that limits the right of an FERC Subsidiary, provided that the debtor to dispose of the assets securing such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to timeand any related encumbrance or restriction contained in security agreements, mortgages or purchase money agreements.
Appears in 1 contract
Samples: Indenture (Tesoro Corp /New/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Partners or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, to create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) (a) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements or instruments governing Existing Indebtedness or Capital Stock as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; instruments, provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements or instruments on the date of this IndentureIssue Date;
(2) agreements or instruments governing Credit Facilities so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Company to pay dividends or make any other distributions or payments directly or indirectly to the Company in an amount sufficient to permit the Company to pay the principal of, or interest and premium and Liquidated Damages, if any, on the Notes, or (b) the encumbrances and restrictions contained therein are no more restrictive, taken as a whole, than those contained herein;
(3) this Indenture, the Notes and the Note Subsidiary Guarantees;
(34) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(45) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(56) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(67) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof);
(78) any instrument governing Secured Indebtedness that imposes restrictions on the assets securing such Indebtedness of the nature described in clause (3) of Section 4.08(a);
(9) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) 10) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(911) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1012) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(1213) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time Indebtedness incurred, or preferred stock issued, by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or preferred stock (a) either (i) apply only in the event of a payment default or a default with respect to timea financial covenant in such agreement or instrument or (ii) will not materially affect the Company’s ability to pay all principal, interest and premium and Liquidated Damages, if any, on the Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; and (b) are not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and any other agreement, including Credit Facilities and the Subordinated Note Indenture as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate licenses and natural gas, natural gas storage agreements, transportation other commercial agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of all or substantially all of the Capitol Stock of assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are are, in the good faith judgment of the senior management or Board of Directors of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens Any restriction on the transfer of assets under any Lien permitted to be incurred under this Indenture imposed by the provisions of Section 4.12 hereof that limit the right holder of the debtor to dispose of the assets subject to such LiensLien;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;business or with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (B&g Foods Holdings Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided PROVIDED that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any agreement or instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners by, or merged, consolidated, amalgamated or otherwise combined with or into the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition acquisition, merger, consolidation, amalgamation or other combination (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition, merger, consolidation, amalgamation or other combination), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, PROVIDED that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of business;the Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (Riverside Forest Products Marketing LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Indentureon the Acquisition Date (including the Credit Agreements, the Intercreditor Agreement, the FP Security Documents and the Security Documents) and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings refinancing of those agreements or the Indebtedness to which they relate; agreements, provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the Acquisition Date on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(65) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof);
(76) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) 7) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedRefinanced;
(9) 8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(109) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset assets sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(10) any agreement relating to any Indebtedness or Liens incurred by a Person (other than a Subsidiary of the Company that is a Subsidiary of the Company on the date of this Indenture or any Subsidiary carrying on any of the businesses of any such Subsidiary) prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not incurred in anticipation of becoming a Subsidiary and not incurred to provide all or any portion of the funds utilized to consummate such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only with respect to the property a Foreign Subsidiary pursuant to an agreement relating to Indebtedness which is permitted under Section 4.09 hereof or assets so acquired and is not and was not created in anticipation of Liens incurred by such acquisitionsForeign Subsidiary;
(12) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary; and
(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness outstanding on the date of this Indenture, the Credit Agreement and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes notes and the Note Guarantees;
(3) applicable law, rule, regulation, order, licensesapproval, permits license, permit or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions or subletting restrictions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property (including Capital Stock) acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its closing of the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness;
(10) provisions limiting the disposition or distribution of assets or property or transfer of Capital Stock in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements limited liability company organizational documents, and other similar agreements entered into in the ordinary course of businessbusiness or with the approval of the Company's Board of Directors, which limitation is applicable only to the assets, property or Capital Stock that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to the property or assets so acquired and is not and was not created in anticipation of such acquisitionsReceivables Subsidiary;
(12) restrictions on cash cash, Cash Equivalents, Marketable Securities or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business;
(13) any instrument governing other Indebtedness of an FERC Subsidiary, provided Restricted Subsidiaries (i) that such Indebtedness was otherwise permitted by are Guarantors that is incurred subsequent to the date of this Indenture pursuant to be incurred; andSection 4.09(a) hereof or (ii) that is incurred subsequent to the date of this Indenture pursuant to clause (15) of Section 4.09(b) hereof;
(14) Hedging Obligations incurred from encumbrances on property that exist at the time the property was acquired by the Company or a Restricted Subsidiary;
(15) contractual encumbrances or restrictions in effect on the issue date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to timesuch dividend and other payment restrictions than those contained in those agreements on the date of this Indenture; or
(16) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to above in clauses (1) through (15); provided that such amendments or refinancings are not materially more restrictive, taken as a whole, then such encumbrances and restrictions prior to such amendment or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary Subsidiaries that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The However, the restrictions set forth in Section 4.08(a4.15(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements agreements, including, without limitation, those governing Existing Indebtedness and Credit Facilities, as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulationregulation or order or governmental license, order, licenses, permits permit or similar governmental, judicial or regulatory restrictionconcession;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts for purchasecontracts, gatheringlicenses and other agreements (including, processingwithout limitation, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case relating to intellectual property) entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.15(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens and agreements related thereto that were permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into agreements, which limitation is applicable in all material respects only to the ordinary course assets or property that are the subject of businesssuch agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary;
(13) provisions restricting the transfer of any instrument governing Capital Stock of an Unrestricted Subsidiary;
(14) Indebtedness of an FERC Subsidiarya Co-Issuer or Restricted Subsidiary incurred subsequent to the Issue Date pursuant to the provisions of Section 4.10 (i) in respect of the subordination provisions, provided if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in any Credit Facility in accordance with this covenant or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such Indebtedness was otherwise permitted by this Indenture encumbrance or restriction shall not adversely affect in any material respect the Company’s ability to be incurredmake principal or interest payments on the Notes as and when due or (y) such encumbrance or restriction applies only in the event of and during the continuance of a default under such Indebtedness; and
(1415) Hedging Obligations incurred from time Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to timesuch Securitization Subsidiary or the Securitization Assets that are subject to the Qualified Securitization Transaction.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, as determined in good faith by the Board of Directors of the Company;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment or change in control provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary normal course of business;
(6) purchase money obligations for property acquired in the ordinary normal course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any restriction imposed under an agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary assets or Equity Interests pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined in good faith by the Board of Directors of the Company;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary normal course of business or with the approval of the Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) the license of any intellectual property of the Company or any of its Restricted Subsidiaries entered into in the normal course of business;
(1112) the release, waiver or novation of contractual, indemnification, or any agreement or instrument relating to any property or assets acquired after other legal rights entered into in the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation normal course of such acquisitions;business; and
(1213) restrictions on cash cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary normal course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (Titan Distribution, Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Parent or any of its Restricted Subsidiaries or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Parent or any of its Restricted Subsidiaries;
(2ii) make loans or advances to Regency Energy Partners the Parent or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Parent or any of its Restricted Subsidiaries, provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Capital Stock and (y) the subordination of (including but not limited to, the application of any standstill requirements to) loans or advances made to the Parent or any Restricted Subsidiary to other Indebtedness incurred by the parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction.
(b) The restrictions in provisions of Section 4.08(a4.11(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements and instruments as in effect on the date of this Indenture Effective Date (including the Existing Notes and the indenture governing the Existing Notes, the Existing Guarantees and any security documents related to the foregoing) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments with, as applicable, the Indebtedness to which they relatesame or different counterparties; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictiverestrictive or materially less favorable to the Holders of the Notes, in each case, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureEffective Date;
(2ii) this Indenture, the Notes (including any PIK Notes), the Guarantees, the Security Documents, the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Notes Guarantees and any security documents relating to the Note GuaranteesSenior Secured Notes;
(3iii) any applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4iv) any instrument governing Indebtedness or Equity Interests agreement of or relating to a Person or property or asset acquired by Regency Energy Partners the Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredacquired and its Subsidiaries; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred and was not incurred in connection with or in contemplation of such acquisition;
(5v) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case and licenses and similar contracts entered into in the ordinary course of business;
(6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3iii) of Section 4.08(a) hereof4.11(a);
(7vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveviii) solely with respect to clause (iii) of Section 4.11(a), taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof 4.9 (Limitation on Liens) that limit the right of the debtor to dispose of the assets subject to such Liens;
(10ix) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Parent’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13xi) net worth provisions in leases and other agreements entered into by the Parent or any Restricted Subsidiary in the ordinary course of business;
(xii) any agreement or instrument governing relating to (a) Indebtedness of an FERC Subsidiarythe Parent or any Restricted Subsidiary permitted to be incurred under clause (i) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock) if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than is customary in comparable financings or agreements (as to which a determination in good faith by the Board of Directors shall be conclusive) or (b) Capital Markets Debt permitted to be incurred under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) (if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than those contained in this Indenture (as to which a determination in good faith by the Board of Directors shall be conclusive) and (y) either (i) the Board of Directors has determined in good faith that such encumbrance or restriction will not materially adversely affect the ability of the Issuer to make payments of principal and interest on the Notes when due or (ii) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness;
(xiii) any encumbrances or restrictions with respect to this Indenture, the Notes, PIK Notes, any Guarantee, the Security Documents, the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Notes Guarantees or any security documents relating to the Senior Secured Notes and any Security Documents relating to the Intercompany Loans; and
(xiv) any encumbrance or restriction applicable to a Restricted Subsidiary at the time it becomes a Restricted Subsidiary that is not created in contemplation thereof shall not be deemed to be so created, provided that such Indebtedness was otherwise permitted restriction apply only to such Restricted Subsidiary, and provided, further, that the exception provided by this Indenture to be incurred; and
clause (14) Hedging Obligations incurred from shall not apply to any encumbrance or restriction contained in any Indebtedness that refunds, refinances, replaces, defeases or discharges any Indebtedness which was in existence at the time to timesuch Restricted Subsidiary became a Restricted Subsidiary.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Parent or any of its Restricted Subsidiaries or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Parent or any of its Restricted Subsidiaries;
(2ii) make loans or advances to Regency Energy Partners the Parent or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Parent or any of its Restricted Subsidiaries, provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Capital Stock and (y) the subordination of (including but not limited to, the application of any standstill requirements to) loans or advances made to the Parent or any Restricted Subsidiary to other Indebtedness incurred by the parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction.
(b) The restrictions in provisions of Section 4.08(a4.11(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements and instruments as in effect on the date of this Indenture Issue Date (including the Existing Notes and the indenture governing the Existing Notes, the Existing Guarantees and any security documents related to the foregoing) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments with, as applicable, the Indebtedness to which they relatesame or different counterparties; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictiverestrictive or materially less favorable to the Holders of the Notes, in each case, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2ii) this Indenture, the Notes (including any Additional Notes), the Guarantees, the Security Documents, the Convertible PIK Notes Indenture, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest), the Convertible PIK Notes Guarantees and any security documents relating to the Note GuaranteesConvertible PIK Notes;
(3iii) any applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4iv) any instrument governing Indebtedness or Equity Interests agreement of or relating to a Person or property or asset acquired by Regency Energy Partners the Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredacquired and its Subsidiaries; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred and was not incurred in connection with or in contemplation of such acquisition;
(5v) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case and licenses and similar contracts entered into in the ordinary course of business;
(6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3iii) of Section 4.08(a) hereof4.11(a);
(7vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveviii) solely with respect to clause (iii) of Section 4.11(a), taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof 4.9 (Limitation on Liens) that limit the right of the debtor to dispose of the assets subject to such Liens;
(10ix) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Parent’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13xi) net worth provisions in leases and other agreements entered into by the Parent or any Restricted Subsidiary in the ordinary course of business;
(xii) (x) any agreement or instrument governing relating to (a) Indebtedness of an FERC Subsidiarythe Parent or any Restricted Subsidiary permitted to be incurred under clause (1) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock) if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than is customary in comparable financings or agreements (as to which a determination in good faith by the Board of Directors shall be conclusive) or (b) Capital Markets Debt permitted to be incurred under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) ( if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than those contained in this Indenture (as to which a determination in good faith by the Board of Directors shall be conclusive) and (y) either (i) the Board of Directors has determined in good faith that such encumbrance or restriction will not materially adversely affect the ability of the Issuer to make payments of principal and interest on the Notes when due or (ii) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness;
(xiii) any encumbrances or restrictions with respect to this Indenture, the Notes, any Guarantee, the Security Documents, the Convertible PIK Notes Indenture, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest), the Convertible PIK Notes Guarantees or any security documents relating to the Convertible PIK Notes and any Security Documents relating to the Intercompany Loans; and
(xiv) any encumbrance or restriction applicable to a Restricted Subsidiary at the time it becomes a Restricted Subsidiary that is not created in contemplation thereof shall not be deemed to be so created, provided that such Indebtedness was otherwise permitted restriction apply only to such Restricted Subsidiary, and provided, further, that the exception provided by this Indenture to be incurred; and
clause (14) Hedging Obligations incurred from shall not apply to any encumbrance or restriction contained in any Indebtedness that refunds, refinances, replaces, defeases or discharges any Indebtedness which was in existence at the time to timesuch Restricted Subsidiary became a Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Latchey LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit Worldspan or any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of Worldspan or any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company, Worldspan or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company, Worldspan or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company, Worldspan or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company, Worldspan or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and any other agreement, including the Credit Facilities as in effect on the date of this Indenture Original Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; agreements, provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureOriginal Issue Date;
(2) this the Senior Note Indenture, the Senior Notes and the Senior Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) (a) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company, Worldspan or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this Indenturethe Notes to be incurred, and (b) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements at the time of such acquisition;
(5) customary non-assignment provisions in contracts for purchaseleases, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case other commercial agreements entered into in the ordinary course of businessbusiness and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in clause (3) of the preceding paragraph of this Section 4.08(a) hereof5(e);
(7) any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary of Worldspan pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens any restriction on the transfer of assets under any Lien permitted to be incurred under Section 5(d) imposed by the provisions of Section 4.12 hereof that limit the right holder of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in security agreements or mortgages securing Indebtedness of Worldspan or a Restricted Subsidiary so long as the restrictions solely restrict the transfer of the property governed by the security agreements or mortgages;
(13) any instrument governing Indebtedness or other contractual requirements of an FERC Subsidiarya Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such Indebtedness was otherwise permitted by this Indenture restrictions apply only to be incurredsuch Receivables Subsidiary and its property or assets or Liens or receivables or related assets which are subject of, a Qualified Receivables Transaction; and
(14) Hedging Obligations incurred from time the Seller Notes as in effect on the date of the indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Seller Notes, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to timesuch dividend and other restrictions than those contained in the Seller Notes on the Original Issue Date.
Appears in 1 contract
Samples: Credit Agreement (Ws Financing Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall BP I and BP II will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:
(1i) (A) pay dividends or make any other distributions to BP I, BP II or any Restricted Subsidiaries (1) on its Equity Interests Capital Stock or (2) with respect to Regency Energy Partners any other interest or participation in, or measured by, its profits; or (B) pay any Indebtedness owed to BP I, BP II or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Partners or any of its Restricted Subsidiaries;
(2ii) make loans or advances to Regency Energy Partners BP I, BP II or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners BP I, BP II or any of its Restricted Subsidiaries.
(b) The restrictions ; except in Section 4.08(a) hereof will not apply to each case for such encumbrances or restrictions existing under or by reason of:
(1) agreements as contractual encumbrances or restrictions in effect on the date of this Indenture Issue Date, including pursuant to the Senior Secured Credit Facilities, Local Facilities, local overdraft and any amendmentsother local working capital facilities, restatementsthe August 2011 Senior Indenture, modificationsthe August 2011 Senior Secured Indenture, renewalsthe February 2011 Senior Secured Indenture, supplementsthe February 2011 Senior Indenture, refundingsthe October 2010 Senior Secured Indenture, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that October 2010 Senior Indenture, the amendmentsMay 2010 Indenture, restatementsthe 2009 Indenture, modifications2007 Senior Note Indenture, renewalsthe 2007 Senior Subordinated Note Indenture, supplementsand the 2007 UK Intercreditor Agreement, refundingsthe First Lien Intercreditor Agreement, replacements or refinancings are not materially more restrictivethe August 2011 Security Documents, taken as a wholethe February 2011 Security Documents, the October 2010 Security Documents, the 2009 Security Documents, the 2007 Notes Security Documents and the security documents with respect to such dividend, distribution the Senior Secured Credit Facilities and other payment restrictions than those contained in those agreements on the date of this IndentureLocal Facilities;
(2) this Senior Notes Indenture, the Senior Notes (and the Note Guaranteesguarantees thereof), any Currency Agreement, any agreement or instrument creating a Hedging Obligation and any intercreditor agreements;
(3) applicable law, law or any applicable rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any agreement or other instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners BP I, BP II or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts or agreements for purchasethe sale of assets, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or exchange agreements, pipeline disposition of the Capital Stock or terminaling agreements, assets of such Restricted Subsidiary pending the closing of such sale or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of businessdisposition;
(6) purchase money obligations for property acquired in the ordinary course of business any Restricted Investment not prohibited by Section 4.04 and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereofany Permitted Investment;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by regulatory authorities (including with respect to tax obligations and value-added taxes), in connection with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness 8) customary provisions in joint venture agreements, similar agreements relating solely to such joint venture and other similar agreements entered into in the ordinary course of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.business;
Appears in 1 contract
Samples: Senior Notes Indenture (Beverage Packaging Holdings (Luxembourg) IV S.a r.l.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and the New Senior Credit Facility as in effect on the date of this Indenture April 24, 2002 and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relatethereof; provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained such agreements, as in those agreements effect on the date of this IndentureApril 24, 2002;
(2) this Indenture, the Notes and the Note Subsidiary Guarantees;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case licenses and other agreements entered into in the ordinary course of businessbusiness and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in clause (3) of Section 4.08(a) hereof);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lienslien;
(10) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreementsagreements , asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;; and
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or to in respect of any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements in effect at or entered into on the date of this Indenture, including, without limitation, agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Subsidiary Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those provisions contained in those agreements on the date of this Indenture;
(2) agreements governing Senior Debt permitted to be incurred under this Indenture; provided that provisions relating to such encumbrances or restrictions are no more restrictive, taken as a whole, than those provisions contained in this Indenture;
(3) this Indenture, the Notes Notes, the Subsidiary Guarantees and the Note GuaranteesSecurity Documents;
(34) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(45) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(56) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation other agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of businessbusiness and consistent with industry practice;
(67) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business and Capital Lease Obligations consistent with industry practice that impose restrictions on the that property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionpreceding paragraph;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts or net worth provisions contained in leases and other agreements entered into in the ordinary course of business;
(1312) any instrument governing Indebtedness customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of an FERC Subsidiary, all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; provided that such Indebtedness was otherwise permitted by this Indenture restrictions apply solely to be incurredthe Capital Stock or assets of the Restricted Subsidiary that is being sold; and
(1413) Hedging Obligations incurred from time any encumbrance or restriction existing under or by reason of a Receivables Facility or other contractual requirements of a Receivables Facility permitted pursuant to timeSection 4.09 hereof; provided that such restrictions apply only to such Receivables Facility.
Appears in 1 contract
Samples: Indenture (GXS Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness, Credit Facilities and the Second Lien Notes as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2) this Indenture, the Notes and Notes, the Note Guarantees, the Security Documents and the Intercreditor Agreements;
(3) applicable law, rule, regulation, regulation or order, licensesapproval, permits license, permit or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition Disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionthe Disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lienshereof;
(10) provisions limiting the disposition Disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) any agreement governing Indebtedness incurred after the Issue Date permitted under Section 4.09 hereof, provided that the restrictions contained in any such agreement, taken as a whole, are not less favorable to the Holders of the Notes than those contained in the agreements governing Existing Indebtedness;
(13) any instrument governing Indebtedness of an FERC encumbrances on property that exist at the time the property was acquired by the Company or a Restricted Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurredencumbrances were not contemplated as part of the acquisition thereof; andor
(14) Hedging any encumbrances or restrictions imposed by amendments, restatements, modifications, renewals, supplements, refundings, replacement or refinancings of contracts, instruments or Obligations incurred from time referred to timein clauses (1) through (13) above; provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendments, restatements, modifications, renewals, supplements, refundings, replacement or refinancings.
Appears in 1 contract
Samples: Indenture (Appleton Papers Inc/Wi)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners Inmarsat Group Limited shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Share Capital to Regency Energy Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Partners Inmarsat Group Limited or any of its Restricted Subsidiaries;, or with respect to any other interest or participation in, or measured by, its profits; or
(2) make loans or advances pay any Indebtedness owed to Regency Energy Partners Inmarsat Group Limited or any of its Restricted Subsidiaries; or
(3) sell, lease make loans or advances to Inmarsat Group Limited or any of its Restricted Subsidiaries; or
(4) transfer any of its properties or assets to Regency Energy Partners Inmarsat Group Limited or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness, the Senior Credit Agreement, the Intercreditor Agreement and any security document relating to the Senior Credit Agreement, in each case, as in effect on the date of this Indenture Issue Date, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that (i) the encumbrances or restrictions in such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are (A) no more restrictive or (B) not materially more restrictiveless favorable to the Holders of the Notes and/or the Subordinated Intercompany Note Proceeds Loan, in each case, taken as a wholewhole and determined in good faith by the Board of Directors, with respect to such dividend, distribution than the dividend and other payment restrictions than those contained in those agreements the relevant agreement existing on the date Issue Date and (ii) either (A) the final Stated Maturity of this Indenturethe Indebtedness as so amended is prior to the final Stated Maturity of the Notes or (B) such Indebtedness permits payments to be made to the Issuer (pursuant to the Subordinated Intercompany Note Proceeds Loan or otherwise) to fund the repayment of the Notes at final Stated Maturity;
(2) this Indenture, the Notes (including any Additional Notes), the Guarantees (including any Guarantee of Additional Notes), the Intercreditor Agreement and the Note GuaranteesSecurity Documents;
(3) any applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners Inmarsat Group Limited or any of its Restricted Subsidiaries Subsidiaries, as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (34) of Section 4.08(a) hereof);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (Inmarsat Launch CO LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Parent or any of its Restricted Subsidiaries or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Parent or any of its Restricted Subsidiaries;
(2ii) make loans or advances to Regency Energy Partners the Parent or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Parent or any of its Restricted Subsidiaries, provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Capital Stock and (y) the subordination of (including but not limited to, the application of any standstill requirements to) loans or advances made to the Parent or any Restricted Subsidiary to other Indebtedness incurred by the parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction.
(b) The restrictions in provisions of Section 4.08(a4.11(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements and instruments as in effect on the date of this Indenture Issue Date (including the Existing Notes and the indenture governing the Existing Notes, the Existing Guarantees and any security documents related to the foregoing) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments with, as applicable, the Indebtedness to which they relatesame or different counterparties; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictiverestrictive or materially less favorable to the Holders of the Notes, in each case, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2ii) this Indenture, the Notes (including any PIK Notes), the Guarantees, the Security Documents, the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Notes Guarantees and any security documents relating to the Note GuaranteesSenior Secured Notes;
(3iii) any applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4iv) any instrument governing Indebtedness or Equity Interests agreement of or relating to a Person or property or asset acquired by Regency Energy Partners the Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredacquired and its Subsidiaries; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred and was not incurred in connection with or in contemplation of such acquisition;
(5v) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case and licenses and similar contracts entered into in the ordinary course of business;
(6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3iii) of Section 4.08(a) hereof4.11(a);
(7vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveviii) solely with respect to clause (iii) of Section 4.11(a), taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof 4.9 (Limitation on Liens) that limit the right of the debtor to dispose of the assets subject to such Liens;
(10ix) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Parent’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13xi) net worth provisions in leases and other agreements entered into by the Parent or any Restricted Subsidiary in the ordinary course of business;
(xii) (x) any agreement or instrument governing relating to (a) Indebtedness of an FERC Subsidiarythe Parent or any Restricted Subsidiary permitted to be incurred under clause (1) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock) if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than is customary in comparable financings or agreements (as to which a determination in good faith by the Board of Directors shall be conclusive) or (b) Capital Markets Debt permitted to be incurred under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) (if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than those contained in this Indenture (as to which a determination in good faith by the Board of Directors shall be conclusive) and (y) either (i) the Board of Directors has determined in good faith that such encumbrance or restriction will not materially adversely affect the ability of the Issuer to make payments of principal and interest on the Notes when due or (ii) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness;
(xiii) any encumbrances or restrictions with respect to this Indenture, the Notes, PIK Notes, any Guarantee, the Security Documents, the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Notes Guarantees or any security documents relating to the Senior Secured Notes and any Security Documents relating to the Intercompany Loans; and
(xiv) any encumbrance or restriction applicable to a Restricted Subsidiary at the time it becomes a Restricted Subsidiary that is not created in contemplation thereof shall not be deemed to be so created, provided that such Indebtedness was otherwise permitted restriction apply only to such Restricted Subsidiary, and provided, further, that the exception provided by this Indenture to be incurred; and
clause (14) Hedging Obligations incurred from shall not apply to any encumbrance or restriction contained in any Indebtedness that refunds, refinances, replaces, defeases or discharges any Indebtedness which was in existence at the time to timesuch Restricted Subsidiary became a Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Latchey LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; agreements, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date as reasonably determined by the Company or such Restricted Subsidiary;
(2) this Indenture, the 2010 Notes Indenture, the Notes, the 2010 Notes, the Note Guarantees and the 2010 Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests incurred by RECE and Foreign Subsidiaries of a Person acquired by Regency Energy Partners or any of its the Company that are Restricted Subsidiaries as in effect at the time pursuant to clause (3) of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this IndentureSection 4.09(b) hereof;
(5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof;
(6) Indebtedness incurred by the Seward Subsidiaries of Permitted PEDFA Bond Indebtedness or Ixxxxxxdness evidenced by or in support of the Seward Tax-Exempt Bonds pursuant to clause (5) of Section 4.00(x) xereof;
(7) Indebtedness incurred by Texas Genco or TG Holdco pursuant to clause (6) of Section 4.09(b) hereof;
(8) Indebtedness incurred by TG Holdco or Texas Genco or any of their Subsidiaries or by the Company and the Guarantors pursuant to clause (7) of Section 4.09(b) hereof;
(9) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case permits and licenses entered into or issued in the ordinary course of business;
(610) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(711) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) 12) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as reasonably determined by the Company or such Restricted Subsidiary;
(913) Permitted Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1014) provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into (i) in the ordinary course of businessbusiness or (ii) with the approval of the Company's or the Restricted Subsidiary's Board of Directors or chief financial officer, which limitation or prohibition is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(1215) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1316) any instrument governing Purchase Money Note or other Indebtedness or any contractual requirements of an FERC Subsidiary, a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity;
(17) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Company or any Restricted Subsidiary of the Company is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(18) Indebtedness of a Restricted Subsidiary of the Company existing at the time it became a Restricted Subsidiary if such restriction was otherwise permitted not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by this Indenture to be incurredthe Company; and
(1419) Hedging Obligations incurred from with respect to clause (3) of Section 4.08(a) hereof only, restrictions encumbering property at the time such property was acquired by the Company or any of its Restricted Subsidiaries, so long as such restrictions relate solely to timethe property so acquired and were not created in connection with or in anticipation of such acquisition.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Issuer shall not, and will shall not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary Subsidiaries that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries Subsidiaries, or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries.
(b) The However, the restrictions set forth in Section 4.08(a4.15(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements agreements, including, without limitation, those governing Existing Indebtedness (including the Revolving Credit Facility), as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2) this Indenture, the Notes, any Additional Notes and the Note Guaranteesrelated Guarantees and the Intercreditor Agreement or any Additional Intercreditor Agreement;
(3) applicable law, rule, regulationregulation or order or governmental license, order, licenses, permits permit or similar governmental, judicial or regulatory restrictionconcession;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts for purchasecontracts, gatheringlicenses and other agreements (including, processingwithout limitation, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case relating to intellectual property) entered into in the ordinary course of businessa Permitted Business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.15(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens and agreements related thereto that were permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Issuer has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into agreements, which limitation is applicable in all material respects only to the ordinary course assets or property that are the subject of businesssuch agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessa Permitted Business;
(12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Issuer or any Restricted Subsidiary;
(13) provisions restricting the transfer of any instrument Capital Stock of an Unrestricted Subsidiary;
(14) provisions contained in agreements governing Indebtedness of an FERC Subsidiarythe Issuer or Restricted Subsidiary incurred subsequent to the Issue Date pursuant to Section 4.10 (i) in respect of the subordination provisions, provided if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in the Intercreditor Agreement or in any Credit Facility in accordance with this covenant or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Issuer) and the Issuer determines in good faith that such Indebtedness was otherwise permitted by this Indenture encumbrance or restriction shall not materially adversely affect the ability of the Issuer and its Restricted Subsidiaries, taken as a whole, to be incurredmake principal or interest payments on the Notes; and
(1415) Hedging Obligations incurred from time Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to timesuch Securitization Subsidiary or the Securitization Assets that are subject to the Qualified Securitization Transaction.
Appears in 1 contract
Samples: Indenture (Global Ship Lease, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners Borrower shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on which prohibits or limits the ability of any Restricted Subsidiary to:
(1a) pay dividends or make any other distributions to Borrower or any Restricted Subsidiary (1) on its Equity Interests Capital Stock; or (2) with respect to Regency Energy Partners any other interest or any of participation in, or measured by, its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Partners or any of its Restricted Subsidiaries;profits; or
(2b) make loans or advances to Regency Energy Partners Borrower or any Restricted Subsidiary that is a direct or indirect parent of its such Restricted SubsidiariesSubsidiary; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners or any of its Restricted Subsidiaries.
(b) The restrictions except in Section 4.08(a) hereof will not apply to each case for such encumbrances or restrictions existing under or by reason of:
(1i) agreements as (i) contractual encumbrances or restrictions in effect on the date of Amendment No. 8 Closing Date (including encumbrances or restrictions imposed on Con-way and any Subsidiary thereof which is a Restricted Subsidiary) and (ii) contractual encumbrances or restrictions pursuant to this Indenture Agreement, the other Loan Documents, the ABL Credit Agreement (and all guarantee, security and other documents relating thereto), the Bilateral Credit Agreement and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those such agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indentureinstruments;
(2ii) this (x) the 2023 Notes Indenture, the 2023 Notes and or the Note Guaranteesguarantees thereunder, (y) the 2024 Notes Indenture, the 2024 Notes or the guarantees thereunder or (z) the 2025 Notes Indenture, the 2025 Notes or the guarantees thereunder;
(3iii) applicable law, law or any applicable rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4iv) any agreement or other instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners Borrower or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5v) customary non-assignment provisions in contracts or agreements for purchasethe sale of assets, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a the Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionSubsidiary;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing vi) Secured Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens otherwise permitted to be incurred under the provisions of Incurred pursuant to Section 4.12 hereof 7.1 and Section 7.7 that limit limits the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;
(ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business;
(x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business;
(xi) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts;
(xii) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary;
(xiii) other Indebtedness, Disqualified Stock or Preferred Stock (a) of Borrower or any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument governing Indebtedness of an FERC Subsidiarywill not materially affect Borrower’s or any Guarantor’s ability to make anticipated principal or interest payments on the Loans (as determined in good faith by Bxxxxxxx), provided that in the case of each of clauses (a) and (b), such Indebtedness was otherwise Indebtedness, Disqualified Stock or Preferred Stock is permitted by this Indenture to be incurred; andIncurred subsequent to the Closing Date pursuant to Section 7.1;
(14xiv) Hedging Obligations incurred from time any Restricted Investment not prohibited by Section 7.2 and any Permitted Investment;
(xv) any encumbrances or restrictions of the type referred to timein Section 7.3(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Bxxxxxxx, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or
(xvi) the Spin Transactions. For purposes of determining compliance with this Section 7.3, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to Borrower or a Restricted Subsidiary to other Indebtedness Incurred by Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Samples: Incremental Amendment to Credit Agreement (XPO, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners or guarantee any Indebtedness of the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements Existing Indebtedness as in effect on the date of this Indenture Indenture; 45
(2) the Credit Facilities as in effect as of the date of this Indenture, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided thereof, PROVIDED that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, restrictive with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements the Credit Facilities as in effect on the date of this Indenture;
(23) this Indenture, the Notes and the Note Guarantees;
(34) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(45) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners by, merged into or consolidated with the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition acquisition, merger or consolidation (except to the extent such Indebtedness or Equity Interests were was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, PROVIDED that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(56) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case leases entered into in the ordinary course of business;
(67) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations or Indebtedness incurred pursuant to clause (4) of the second paragraph of Section 4.09 that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionpreceding paragraph on the property so acquired;
(8) Permitted Refinancing Indebtedness; provided , PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted restrictions with respect to be incurred under the provisions sales of Section 4.12 hereof that limit the right assets or dispositions of stock of the debtor Company or any Restricted Subsidiary imposed pursuant to dispose agreements relating to the sale of the such assets subject to such Liens;or stock; or
(10) provisions limiting the disposition any instrument governing Acquired Debt, or distribution any Lien in respect of assets or property Acquired Debt, assumed in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or connection with assets acquired after by the date hereofCompany or any of its Restricted Subsidiaries, so long as in effect at the time of such acquisition, which encumbrance or restriction relates only does not extend to any other assets of the property Company or assets so acquired and is not and any of its Restricted Subsidiaries, PROVIDED such Acquired Debt was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by the terms of this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2) this Indenture, the Notes and Notes, the Note Guarantees, the Security Documents and the Intercreditor Agreement;
(3) applicable law, rule, regulation, regulation or order, licensesapproval, permits license, permit or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition Disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionthe Disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens4.13 hereof;
(10) provisions limiting the disposition Disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) any agreement governing Indebtedness incurred after the Issue Date permitted under Section 4.09 hereof, provided that the restrictions contained in any such agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than those contained in the agreements governing Existing Indebtedness;
(13) any instrument governing Indebtedness of an FERC encumbrances on property that exist at the time the property was acquired by the Company or a Restricted Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurredencumbrances were not contemplated as part of the acquisition thereof; andor
(14) Hedging any encumbrances or restrictions imposed by amendments, restatements, modifications, renewals, supplements, refundings, replacement or refinancings of contracts, instruments or Obligations incurred from time referred to timein clauses (1) through (13) above; provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendments, restatements, modifications, renewals, supplements, refundings, replacement or refinancings.
Appears in 1 contract
Samples: Indenture (Appvion, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:
(1a) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries;
(2b) make loans or advances to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries; or
(3c) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Issuer or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under under, permitted by or by reason of:
(1) agreements as contractual encumbrances or restrictions in effect on the date of this Indenture and any amendmentsIssue Date, restatementsincluding, modificationswithout limitation, renewals, supplements, refundings, replacements or refinancings of those agreements or the pursuant to Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements existing on the date of this IndentureIssue Date;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restrictionagreements governing other secured Indebtedness permitted to be incurred under Section 4.03 and Section 4.11 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted 5) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced (as determined by the Issuer in good faith);
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations permitted under this Indenture that impose restrictions of the nature described in clause (c) above on the property so acquired;
(7) applicable law or any applicable rule, regulation or order;
(8) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person other than the Person or the property or assets of the Person so acquired;
(9) Liens permitted to be incurred under the customary provisions restricting subletting or assignment of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liensany lease governing a leasehold interest;
(10) customary provisions limiting the disposition contained in leases or distribution licenses of assets or intellectual property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) customary provisions restricting assignment of any agreement or instrument relating to any property or assets acquired after entered into in the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation ordinary course of such acquisitionsbusiness;
(12) customary provisions in joint venture agreements (including agreements entered into in connection with a Restricted Investment), relating solely to the relevant joint venture arrangement;
(13) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1315) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 4.03; provided that (A) such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (B) such encumbrances or restrictions will not affect the Issuer’s ability to make payments of principal or interest payments on the Notes, as determined in good faith by the Issuer’s Board of Directors; or
(16) any instrument governing Indebtedness encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of an FERC Subsidiarythe contracts, instruments or obligations referred to in clauses
(1) (2), (3) and (8) above; provided that such Indebtedness was otherwise permitted by this Indenture amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more restrictive with respect to be incurred; and
(14) Hedging Obligations incurred from time such encumbrances or restrictions than those contained in the dividend or other payment restrictions prior to timesuch amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Purchase Agreement (GeoEye, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Hxxxx Energy Partners shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Hxxxx Energy Partners or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Hxxxx Energy Partners or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Hxxxx Energy Partners or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Hxxxx Energy Partners or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Interest of a Person acquired by Regency Hxxxx Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Interest was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling and terminals agreements, or similar operational agreements or in licenses or leases, in each case licenses entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;; and
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Samples: Indenture (Holly Energy Partners Lp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or to pay any indebtedness Indebtedness or other obligations owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided agreements, provided, that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2) this Indenture, the Notes Notes, the Guarantees and the Note GuaranteesCollateral Agreements;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.08(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) agreements governing other Indebtedness of the Company and one or more Restricted Subsidiaries permitted under this Indenture, provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those in this Indenture or the Credit Facilities;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1011) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements respecting Permitted Business Investments and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;; and
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall notNeither the Parent nor either Borrower will, and none of them will not permit any of its the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiary Subsidiaries or Other Guarantors to:
(1i) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its Restricted Subsidiaries profits, or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its the Restricted Subsidiaries;
(2ii) make loans or advances to Regency Energy Partners the Company or any of its the Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its the Restricted Subsidiaries.
(b) The restrictions in of Section 4.08(a6.05(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) any Credit Facility, provided that the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in this Agreement;
(ii) agreements governing Existing Indebtedness, the New Indenture, the New Notes and the guarantees thereof and the Existing Term Loan Facility and any guarantees thereof, in each case, as in effect on the date of this Indenture Closing Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureClosing Date;
(2iii) this Indenture, the Notes and the Note GuaranteesAgreement;
(3iv) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4v) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners the Parent, the Company, any of the Restricted Subsidiaries or any of its Restricted Subsidiaries Other Guarantor as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof was otherwise such Indebtedness is permitted by the terms of this IndentureAgreement;
(5vi) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6vii) purchase money obligations for property acquired in the ordinary course of business business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in clause (3) of Section 4.08(a) hereof6.05(a)(iii);
(7viii) any agreement for the sale or other disposition of a any Restricted Subsidiary or Other Guarantor that restricts distributions by that Restricted Subsidiary or Other Guarantor pending its the sale or other disposition;
(8) ix) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9x) Liens permitted to be incurred under the provisions of Section 4.12 hereof 6.10 that limit the right of the debtor to dispose of the assets subject to such Liens;
(10xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in agreements, which limitation is applicable only to the ordinary course assets that are the subject of businesssuch agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13xiii) any instrument governing Indebtedness of an FERC Subsidiaryrestrictions contained in, provided that such Indebtedness was otherwise or in request of, Hedging Obligations permitted to be incurred by this Indenture to be incurredAgreement; and
(14xiv) Hedging Obligations incurred from time any customary encumbrances or restrictions imposed pursuant to timean agreement of the type described in the definition of “Permitted Investments.”
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:
(1a) (i) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners the Company or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2b) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or;
(3c) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.; or
(bd) The restrictions in Section 4.08(a) hereof will not apply the case of Rexnord, make any payments with respect to the Securities; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) agreements as contractual encumbrances or restrictions in effect on the date of this Indenture Issue Date, including pursuant to the Credit Agreement and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this IndentureCredit Agreement Documents;
(2) this IndentureIndenture and the Securities (and guarantees thereof), the indenture governing the Existing 2014 Notes and the Note GuaranteesExisting 2014 Notes (and any Exchange Existing 2014 Notes and guarantees thereof), the indenture governing the 2016 Notes and the 2016 Notes (and any Exchange 2016 Notes and guarantees thereof), and the indenture governing the Existing Senior Subordinated Notes and the Existing Senior Subordinated Notes (and any Exchange Existing Senior Subordinated Notes and guarantees thereof);
(3) applicable law, law or any applicable rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any agreement or other instrument governing relating to Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts or agreements for purchasethe sale of assets, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or exchange agreements, pipeline disposition of the Capital Stock or terminaling agreements, assets of such Restricted Subsidiary pending the closing of such sale or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of businessdisposition;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Secured Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens otherwise permitted to be incurred under the provisions of Section Incurred pursuant to Sections 4.03 and 4.12 hereof that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(127) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;
(9) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;
(10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company (i) that is a Guarantor that is Incurred subsequent to the Closing Date pursuant to Section 4.03 or (ii) that is Incurred by a Foreign Subsidiary of the Company subsequent to the Closing Date pursuant to clause (iv), (xii) or (xx) of Section 4.03(b);
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted Restricted Investment not prohibited by this Indenture to be incurredSection 4.04 and any Permitted Investment; andor
(14) Hedging Obligations incurred from time any encumbrances or restrictions of the type referred to timein clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Samples: Indenture (RBS Global Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall 9.1 The Borrower and the Guarantors will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or contractual restriction on the any Guarantor’s ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Borrower, or any of its Restricted Subsidiaries or to pay any indebtedness Indebtedness owed to Regency Energy Partners or any of its Restricted Subsidiariesthe Borrower;
(2) make loans or advances to Regency Energy Partners or any of its Restricted Subsidiariesthe Borrower; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners or any of its Restricted Subsidiariesthe Borrower.
(b) The 9.2 However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements agreements, including, without limitation, those governing Existing Indebtedness (including under the Finance Documents), as in effect on the date of this Indenture Utilization Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureUtilization Date;
(2) this the Senior Secured Note Indenture, the Notes Senior Secured Notes, the Senior Secured Note Guarantees and the Note Guaranteesany Additional Intercreditor Agreement;
(3) applicable law, rule, regulationregulation or order or governmental license, order, licenses, permits permit or similar governmental, judicial or regulatory restrictionconcession;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureAgreement to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(96) Liens and agreements related thereto that were permitted to be incurred under the provisions of Section 4.12 hereof paragraph 8 that limit the right of the debtor to dispose of the assets subject to such Liens;
(7) provisions contained in agreements governing Indebtedness of the Borrower or Subsidiary incurred subsequent to the Utilization Date pursuant to the provisions of paragraph 6 “— Incurrence of Indebtedness” (i) in respect of the subordination provisions, if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favourable to the Finance Parties than the encumbrances and restrictions contained in the Senior Secured Notes Indenture or that may be contained in the Intercreditor Agreement or in any agreement governing Indebtedness in accordance with this covenant or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Borrower) and the Borrower determines in good faith that such encumbrance or restriction will not materially adversely affect the ability of the Borrower and its Subsidiaries, taken as a whole, to make principal or interest payments on the Senior Secured Notes or under this Agreement;
(8) customary provisions restricting assignments, subletting or other similar transfers in contracts, licenses and other agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of a Permitted Business;
(9) any agreement for the sale or other disposition of a Subsidiary or an asset that restricts distributions by that Subsidiary or transfers of such asset pending the sale or other disposition;
(10) provisions limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Borrower has an investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into agreements, which limitation is applicable in all material respects only to the ordinary course assets or property that are the subject of businesssuch agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurreda Permitted Business; and
(1412) Hedging Obligations incurred from time to time.customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Borrower or any Subsidiary;
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall Holdings will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners Holdings or any of Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its Restricted Subsidiaries profits, or to pay any indebtedness Indebtedness owed to Regency Energy Partners Holdings or any of its Restricted SubsidiariesSubsidiary;
(2) make loans or advances to Regency Energy Partners Holdings or any of its Restricted SubsidiariesSubsidiary; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners Holdings or any of its Restricted SubsidiariesSubsidiary.
(b) The However, the restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners Holdings or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessthe Board of Directors of Holdings, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(1412) Hedging Obligations agreements governing Indebtedness permitted to be incurred from time pursuant to timeSection 4.09 hereof; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole are not materially more restrictive to the Company or Holdings, as applicable, as determined by the Board of Directors of the Company or Holdings, as applicable, in its reasonable and good faith judgment, than the provisions contained in the Credit Agreement or this Indenture as in effect on the date of this Indenture.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall American Barge will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners American Barge or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners American Barge or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners American Barge or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners American Barge or any of its Restricted Subsidiaries.
(b) The However, the restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners American Barge or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in with the ordinary course approval of businessParent's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(1312) any instrument governing Indebtedness or other contractual requirements of an FERC Subsidiarya Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such Indebtedness was otherwise permitted by this Indenture restrictions apply only to be incurred; and
(14) Hedging Obligations incurred from time to timesuch Receivables Subsidiary.
Appears in 1 contract
Samples: Indenture (American Barge Line Co)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary Subsidiaries that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The However, the restrictions set forth in Section 4.08(a4.15(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements agreements, including, without limitation, those governing Existing Indebtedness and Credit Facilities, as in effect or committed to on the date of this Indenture Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulationregulation or order or governmental or other license, order, licenses, permits permit or similar governmental, judicial or regulatory restrictionconcession;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts for purchasecontracts, gatheringlicenses and other agreements (including, processingwithout limitation, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case relating to intellectual property) entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a4.15(a)(3) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens and agreements related thereto that were permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into agreements, which limitation is applicable in all material respects only to the ordinary course assets or property that are the subject of businesssuch agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary;
(13) provisions restricting the transfer of any instrument governing Capital Stock of an Unrestricted Subsidiary;
(14) Indebtedness of an FERC Subsidiarya Co-Issuer or Restricted Subsidiary incurred subsequent to the Issue Date pursuant to the provisions of Section 4.10 (i) in respect of the subordination provisions, provided if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in any Credit Facility in accordance with this Section 4.15 or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such Indebtedness was otherwise permitted by this Indenture encumbrance or restriction shall not adversely affect in any material respect the Company’s ability to be incurredmake principal or interest payments on the Notes as and when due or (y) such encumbrance or restriction applies only in the event of and during the continuance of a default under such Indebtedness; and
(1415) Hedging Obligations incurred from time Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to timesuch Securitization Subsidiary or the Securitization Assets that are subject to the Qualified Securitization Transaction.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Borrower will not, and will not permit any of its Restricted Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary Subsidiaries (other than Excluded Subsidiaries) to:
(1i) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries);
(2ii) make loans or advances to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or
(3iii) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries).
(b) The the restrictions in Section 4.08(a10.05(a) hereof above will not apply to encumbrances or restrictions existing under or by reason of:
(1i) this Agreement and other agreements as in effect governing Existing Indebtedness, on the date Closing Date;
(ii) the documents governing the issuance of debt securities after the Closing Date in compliance with this Agreement so long as the relevant restrictions as described in clauses (a)(i) through (a)(iii) of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings Section 10.05 are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions restrictive than those contained in those agreements on the date of this IndentureAgreement;
(2) this Indenture, the Notes and the Note Guarantees;
(3iii) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5iv) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of businesspermits and licenses;
(6v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3iii) of Section 4.08(a) hereof10.05(a);
(7vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9viii) Liens permitted to be incurred under the provisions of Section 4.12 hereof 10.01 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens;
(10ix) provisions limiting the disposition or distribution of assets or property in joint venture venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements, including owners’, participation or similar agreements entered into in governing projects owned through an undivided interest, which limitation is applicable only to the ordinary course assets that are the subject of businesssuch agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessconnection with a Permitted Business;
(13xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Borrower or any Restricted Subsidiary of the Borrower is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(xii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of, or to finance, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred;
(xiii) Indebtedness of a Restricted Subsidiary of the Borrower existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Borrower;
(xiv) with respect to clause (iii) of Section 10.05(a) only, restrictions encumbering property at the time such property was acquired by the Borrower or any of its Restricted Subsidiaries, so long as such restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition;
(xv) provisions limiting the disposition or distribution of assets or property in agreements governing Non-Recourse Debt, which limitation is applicable only to the assets that are the subject of such agreements;
(xvi) other Indebtedness; provided that (x) the restrictions contained in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, in the good faith judgment of an FERC Subsidiaryauthorized officer of the Borrower than those contained in the agreements referenced in clauses (i) and (ii) of this Section 10.05(b) and/or (y) in the case of Indebtedness or other obligations incurred pursuant to clause (xv) of Section 10.04(b), the respective restrictions, to the extent more restrictive than those described in preceding clause (x), apply only to the respective assets and/or Persons so acquired;
(xvii) any encumbrance or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 10.05(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refunding’s, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvi) of this Section 10.05(b); provided that such Indebtedness was otherwise permitted by this Indenture amendments, modifications, restatements, renewals, increases, supplements, refunding’s, replacements or refinancings are, in the good faith judgment of a senior financial officer of the Borrower, not materially more restrictive, taken as a whole, with respect to be incurredsuch dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewals, increase, supplement, refunding, replacement or refinancing; and
(14xviii) Hedging Obligations incurred from time restrictions imposed by (x) following the Spin-Off and to timethe extent RJS and its Subsidiaries are direct or indirect Restricted Subsidiaries of the Borrower, the RJS Notes or (y) the Secured Trading Facility.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries or, with respect to any other interest or to participation in, or measured by, its profits, pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Subsidiary Guarantees;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its such sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting customary limitations on the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements lease agreements, licenses and other similar agreements entered into in with the ordinary course approval of businessthe Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1312) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any instrument governing Indebtedness Capital Stock of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurreda Person other than on a pro rata basis; and
(1413) Hedging Obligations restrictions in other Indebtedness incurred from time in compliance with Section 4.09 hereof; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to timesuch encumbrances and restrictions than those contained in the existing agreements referenced in clauses (1) and (2) of this Section 4.08(b) above.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall PBFX will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of PBFX (other than Finance Corp.) that is not a Subsidiary Guarantor to:
(1) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners PBFX or any of its Restricted Subsidiaries that is a Subsidiary Guarantor, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to Regency Energy Partners PBFX or any of its Restricted SubsidiariesSubsidiaries that is a Subsidiary Guarantor; provided that the priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;
(2) make loans or advances to Regency Energy Partners PBFX or any of its Restricted SubsidiariesSubsidiaries that is a Subsidiary Guarantor; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners PBFX or any of its Restricted SubsidiariesSubsidiaries that is a Subsidiary Guarantor.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements as in effect on the date of this Indenture Issue Date, the Credit Agreements and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2) this Indenture, the Notes and the Note Subsidiary Guarantees;
(3) agreements governing other Indebtedness, Disqualified Stock or Preferred Stock, the incurrence or issuance of which is not prohibited by the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Subsidiary Guarantees and, in the good faith judgment of PBFX determined at the time of the incurrence of such Indebtedness, Disqualified Stock or Preferred Stock, the encumbrances and restrictions contained therein will not materially impair PBFX’s ability to make payments under the notes when due;
(4) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(45) any instrument governing Indebtedness or Equity Interests Interest of a Person acquired by Regency Energy Partners PBFX or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Interest was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(56) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase licenses and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case leases entered into in the ordinary course of business;
(67) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary or assets of such Restricted Subsidiary that restricts distributions by contains any such restrictions on that Restricted Subsidiary pending its such sale or other disposition;
(8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(910) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1011) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of businessagreements;
(1112) any agreement or instrument relating to any property or assets acquired after the date hereofIssue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(1213) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time;
(14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(1415) Hedging Obligations incurred from time secured Indebtedness that limits the right of the debtor to timedispose of the assets securing such Indebtedness and any related encumbrance or restriction contained in security agreements, mortgages or purchase money agreements.
Appears in 1 contract
Samples: Indenture (PBF Logistics LP)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to:
: (1a) pay dividends or make any other distributions on on, or in respect of, its Equity Interests to Regency Energy Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Partners or any of its Restricted Subsidiaries;
Capital Stock; (2b) make loans or advances or pay any Indebtedness or other obligation owed to Regency Energy Partners the Company, the Issuer or any of its Restricted SubsidiariesGuarantor; or
or (3c) sell, lease or transfer any of its properties property or assets to Regency Energy Partners the Company, the Issuer or any of its Restricted Subsidiaries.
Guarantor, except, with respect to clauses (a), (b) The restrictions in Section 4.08(a) hereof will not apply to and (c), for such encumbrances or restrictions existing under or by reason of:
: (1) agreements as in effect on the date of this Indenture and any amendmentsapplicable law, restatementsrule, modifications, renewals, supplements, refundings, replacements regulation or refinancings of those agreements or the Indebtedness to which they relateorder; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes, the 2020 Notes, the 2022 Notes, the 2024 Notes, the 2025 Notes, the 2026 Notes and the Note Guarantees;
; (3) applicable law, rule, regulation, order, licenses, permits non-assignment provisions of any contract or similar governmental, judicial or regulatory restriction;
any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case the Credit Facilities as entered into in or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary course of business;
and customary with respect to syndicated bank loans (under the relevant circumstances); (6) purchase money obligations for property acquired agreements existing on the Issue Date to the extent and in the ordinary course of business and Capital Lease Obligations that impose manner such agreements are in effect on the Issue Date; (7) restrictions on the property purchased or leased transfer of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to any Lien permitted under this Indenture imposed by the holder of such Liens;
Lien; (10) provisions limiting the disposition or distribution of 8) restrictions imposed by any agreement to sell assets or property in joint venture agreements, asset sale agreements, Capital Stock permitted under this Indenture to any Person pending the closing of such sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
; (119) any agreement or instrument relating to governing Capital Stock of any property Person that is acquired; (10) any Purchase Money Note or assets acquired after the date hereof, so long as other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such encumbrance or restriction relates restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the property Issue Date or assets so acquired permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and is not and was not created in anticipation customary with respect to the type of such acquisitions;
Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
; (13) any instrument governing Indebtedness encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of an FERC Subsidiarythe contracts, instruments or obligations referred to in clauses (1) through (4) and (6) through (12) above; provided that such Indebtedness was otherwise permitted amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors (evidenced by this Indenture a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to be incurredsuch dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(14) Hedging Obligations incurred from time to timecustomary provisions in joint venture, partnership, asset sale, sale leaseback and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the ordinary course of business.
Appears in 1 contract
Samples: Indenture (TransDigm Group INC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to:
: (1a) pay dividends or make any other distributions on on, or in respect of, its Equity Interests to Regency Energy Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Partners or any of its Restricted Subsidiaries;
Capital Stock; (2b) make loans or advances or pay any Indebtedness or other obligation owed to Regency Energy Partners the Company or any of its Restricted SubsidiariesGuarantor; or
or (3c) sell, lease or transfer any of its properties property or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
Guarantor, except, with respect to clauses (a), (b) The restrictions in Section 4.08(a) hereof will not apply to and (c), for such encumbrances or restrictions existing under or by reason of:
: (1) agreements as in effect on the date of this Indenture and any amendmentsapplicable law, restatementsrule, modifications, renewals, supplements, refundings, replacements regulation or refinancings of those agreements or the Indebtedness to which they relateorder; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes, the 2018 Notes, the 2020 Notes, thte 2021 Notes, the 2022 Notes and the Note Guarantees;
; (3) applicable law, rule, regulation, order, licenses, permits non-assignment provisions of any contract or similar governmental, judicial or regulatory restriction;
any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case the Credit Facilities as entered into in or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary course of business;
and customary with respect to syndicated bank loans (under the relevant circumstances); (6) purchase money obligations for property acquired agreements existing on the Issue Date to the extent and in the ordinary course of business and Capital Lease Obligations that impose manner such agreements are in effect on the Issue Date; (7) restrictions on the property purchased or leased transfer of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to any Lien permitted under this Indenture imposed by the holder of such Liens;
Lien; (10) provisions limiting the disposition or distribution of 8) restrictions imposed by any agreement to sell assets or property in joint venture agreements, asset sale agreements, Capital Stock permitted under this Indenture to any Person pending the closing of such sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
; (119) any agreement or instrument relating to governing Capital Stock of any property Person that is acquired; (10) any Purchase Money Note or assets acquired after the date hereof, so long as other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such encumbrance or restriction relates restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the property Issue Date or assets so acquired permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and is not and was not created in anticipation customary with respect to the type of such acquisitions;
Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
; (13) any instrument governing Indebtedness encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of an FERC Subsidiarythe contracts, instruments or obligations referred to in clauses (1) through (4) and (6) through (12) above; provided that such Indebtedness was otherwise permitted amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors (evidenced by this Indenture a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to be incurredsuch dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(14) Hedging Obligations incurred from time to timecustomary provisions in joint venture, partnership, asset sale, sale leaseback and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the ordinary course of business.
Appears in 1 contract
Samples: Indenture (TransDigm Group INC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to and, in the case of clause (d) the Borrower or any Restricted Subsidiary to:
(1a) (i) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (1) on its Equity Interests or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any indebtedness Indebtedness owed to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries;
(2b) make loans or advances to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries; or
(3c) sell, lease lease, transfer or transfer assign any of its properties or assets to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries.; or
(bd) The restrictions create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; except in Section 4.08(a) hereof will not apply to each case for such encumbrances or restrictions existing under or by reason of:
(1i) agreements as in effect on contractual encumbrances or restrictions of the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners Borrower or any of its Restricted Subsidiaries as in effect on the Closing Date, including pursuant to the Senior Notes Indenture, the other documents relating to the Senior Notes Indenture and the First Lien Facilities Documentation, and in any documents relating to any First Lien Incremental Indebtedness and permitted Refinancings of any of the foregoing;
(ii) this Agreement or any other Loan Documents, indentures, instruments or agreement governing any Additional Permitted Obligations, indentures, instruments or agreement governing any Permitted Debt Exchange Notes, indentures, instruments or agreements governing any Permitted Refinancing Obligations, indentures, instruments or agreements governing any Rollover Indebtedness, and indentures, instruments or agreements governing any Refinancing Indebtedness of each of the foregoing; 135 Syniverse Second Lien Credit Agreement
(iii) applicable law or any applicable rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses;
(iv) any agreement or other instrument of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5v) customary non-assignment provisions encumbrances or restrictions contained in contracts or agreements for purchase, gathering, processing, the sale of assets applicable to such assets pending consummation of such sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or exchange agreements, pipeline disposition of all or terminaling agreementssubstantially all the Equity Interests or assets of such Restricted Subsidiary;
(vi) restrictions on cash or other deposits, or similar operational agreements net worth or in licenses inventory imposed by customers or leases, in each case suppliers under contracts entered into in the ordinary course of business;
(6vii) customary provisions in (x) joint venture agreements entered into in the ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements, stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements;
(viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business and Capital Lease Obligations that to the extent such obligations impose restrictions of the type set forth in clause (c) above on the property purchased or leased so acquired;
(ix) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the nature described type set forth in clause (3c) of Section 4.08(a) hereofabove on the property subject to such lease, license contract or other similar agreement;
(7x) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition[reserved];
(8) Permitted xi) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Borrower that is Incurred subsequent to the Closing Date pursuant to Section 7.03; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans or comply with the provisions of Section 6.12 (as determined by the Borrower in good faith);
(xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 7.03 and 7.01 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness;
(xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or the Restricted Subsidiary or (y) materially affect the Borrower’s ability to make future principal or interest payments on the Loans, in each case, as determined by the Borrower in good faith;
(xiv) customary provisions in joint venture agreements and other similar agreements relating solely to the applicable joint venture;
(xv) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing such Permitted that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined by the Borrower in good faith;
(9xvi) Liens applicable law or any applicable rule, regulation or order in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred under the provisions of pursuant to Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens7.03;
(10xvii) customary provisions limiting the disposition or distribution restricting assignment of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements any agreement entered into in the ordinary course of businessbusiness and not in circumvention of this provision;
(11xviii) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or customary net worth imposed by customers under contracts provisions contained in real property leases entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligations;
(13xix) any instrument governing Indebtedness transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of an FERC Subsidiary, provided that such Indebtedness was the Borrower or any Restricted Subsidiary not otherwise permitted prohibited by this Indenture to be incurredAgreement;
(xx) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary;
(xxi) obligations under any Swap Contract entered into for bona fide hedging purposes;
(xxii) Cash Management Agreements; and
(14xxiii) Hedging Obligations incurred from time any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to timein clauses (i) through (xxii) above; provided that any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not more restrictive as a whole with respect to the applicable encumbrance or restriction than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 137 Syniverse Second Lien Credit Agreement For purposes of determining compliance with this Section 7.07, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness Incurred by the Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Syniverse Holdings Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a3.4(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Debt Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement;
(3) applicable law, rule, regulation, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions in contracts for purchasecontracts, gathering, processing, sale, transportation leases or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a3.4(a)(3) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into with the approval of the Company’s Board of Directors and otherwise permitted under this Indenture, which limitation is applicable only to the assets that are the subject of such agreements; provided that with respect to any joint venture agreement relating to a Restricted Subsidiary, such provisions will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the ordinary course Board of businessDirectors of the Company);
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition;
(13) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any instrument class of Capital Stock of a Person other than on a pro rata basis;
(14) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;
(15) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; provided that such provisions shall not restrict the foreclosure upon and sale of the applicable Collateral by the Collateral Agent or the distribution of the net proceeds of any such sale to the Holders;
(16) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture;
(17) restrictions on the ability of any Foreign Subsidiary to make dividends or other distributions resulting from the operation of reasonable financial covenants contained in documentation governing Indebtedness of an FERC Subsidiary, such Subsidiary permitted to be incurred under this Indenture; provided that such Indebtedness was otherwise permitted restrictions will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by this Indenture to be incurredthe Board of Directors of the Company); and
(1418) Hedging Obligations incurred from time any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to timein clauses (1) through (17) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of the Company, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Easton-Bell Sports, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Company shall not, and will shall not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any of its Restricted Subsidiary Subsidiaries that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Company or any of its Restricted Subsidiaries Subsidiaries, or to pay any indebtedness Indebtedness owed to Regency Energy Partners the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Company or any of its Restricted Subsidiaries.
(b) The However, the restrictions set forth in Section 4.08(a4.15(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements agreements, including, without limitation, those governing Existing Indebtedness or Credit Facilities, as in effect or committed to on the date of this Indenture Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment restrictions than those contained in those agreements on the date of this IndentureIssue Date;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulationregulation or order or governmental or other license, order, licenses, permits permit or similar governmental, judicial or regulatory restrictionconcession;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureIndenture to be incurred;
(5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts for purchasecontracts, gatheringlicenses and other agreements (including, processingwithout limitation, sale, transportation or exchange of crude oil, natural gas liquids, condensate leases and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case relating to intellectual property) entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Financing Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.15(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens and agreements related thereto that were permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into agreements, which limitation is applicable in all material respects only to the ordinary course assets or property that are the subject of businesssuch agreements;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary;
(13) provisions restricting the transfer of any instrument governing Indebtedness Capital Stock of an FERC Unrestricted Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations Indebtedness of a Co-Issuer or any Restricted Subsidiary incurred from time subsequent to timethe Issue Date pursuant to the provisions of Section 4.10 (i) in respect of the subordination provisions, if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in any Credit Facility in accordance with this Section 4.15 or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction shall not adversely affect in any material respect the Company’s ability to make principal or interest payments on the Notes as and when due or (y) such encumbrance or restriction applies only in the event of and during the continuance of a default under such Indebtedness.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners The Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to and, in the case of clause (d) the Borrower or any Restricted Subsidiary to:
(1a) (i) pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries (1) on its Equity Interests or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any indebtedness Indebtedness owed to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries;
(2b) make loans or advances to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries; or
(3c) sell, lease lease, transfer or transfer assign any of its properties or assets to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries.; or
(bd) The restrictions create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; except in Section 4.08(a) hereof will not apply to each case for such encumbrances or restrictions existing under or by reason of:
(1i) agreements as in effect on contractual encumbrances or restrictions of the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners Borrower or any of its Restricted Subsidiaries as in effect on the Closing Date, including pursuant to the Senior Notes Indenture and, the other documents relating to the Senior Notes Indenture and Permittedthe Second Lien Facility Documentation, and in any documents relating to any Second Lien Incremental Indebtedness and permitted Refinancings thereofof any of the foregoing;
(ii) this Agreement or any other Loan Documents, indentures, instruments or agreement governing any Additional Permitted Obligations, indentures, instruments or agreement governing any Permitted Debt Exchange Notes, indentures, instruments or agreements governing any Permitted Refinancing Obligations, indentures, instruments or agreements governing any Rollover Indebtedness, and indentures, instruments or agreements governing any RefinancingsRefinancing Indebtedness of each of the foregoing;
(iii) applicable law or any applicable rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses;
(iv) any agreement or other instrument of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture;
(5v) customary non-assignment provisions encumbrances or restrictions contained in contracts or agreements for purchase, gathering, processing, the sale of assets applicable to such assets pending consummation of such sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or exchange agreements, pipeline disposition of all or terminaling agreementssubstantially all the Equity Interests or assets of such Restricted Subsidiary; 173 Syniverse Credit Agreement
(vi) restrictions on cash or other deposits, or similar operational agreements net worth or in licenses inventory imposed by customers or leases, in each case suppliers under contracts entered into in the ordinary course of business;
(6vii) customary provisions in (x) joint venture agreements entered into in the ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements, stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements;
(viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business and Capital Lease Obligations that to the extent such obligations impose restrictions of the type set forth in clause (c) above on the property purchased or leased so acquired;
(ix) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the nature described type set forth in clause (3c) of Section 4.08(a) hereofabove on the property subject to such lease, license contract or other similar agreement;
(7x) any agreement for the sale encumbrance or other disposition restriction of a Restricted Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionsuch restrictions apply only to such Receivables Subsidiary;[reserved];
(8) Permitted xi) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Borrower that is Incurred subsequent to the Closing Date pursuant to Section 7.03; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans or comply with the provisions of Section 6.12 (as determined by the Borrower in good faith);
(xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 7.03 and 7.01 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness;
(xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or the Restricted Subsidiary or (y) materially affect the Borrower’s ability to make future principal or interest payments on the Loans, in each case, as determined by the Borrower in good faith;
(xiv) customary provisions in joint venture agreements and other similar agreements relating solely to the applicable joint venture; 174 Syniverse Credit Agreement (xv) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing such Permitted that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined by the Borrower in good faith;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
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Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) Regency Energy Partners shall The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests Capital Stock to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries Subsidiaries, or to pay any indebtedness owed to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries;
(2) make loans or advances to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Regency Energy Partners the Borrower or any of its Restricted Subsidiaries.
(b) The restrictions in this Section 4.08(a) 6.8 hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Closing Date and any amendments, restatements, modifications, renewals, supplements, increases, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relateagreements; provided provided, however that the amendments, restatements, modifications, renewals, supplements, increases, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution dividend and other payment encumbrances or restrictions than those contained in those agreements on the date of this IndentureClosing Date;
(2) this Indenture, the Notes Agreement and the Note Guaranteesother Loan Documents;
(3) applicable law, rule, regulation, order, licensesapproval, permits permit or similar governmental, judicial or regulatory restriction;
(4) any instrument governing Indebtedness or Equity Interests Capital Stock of a Person acquired by Regency Energy Partners the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, however that, in the case of Indebtedness, the incurrence thereof such Indebtedness was otherwise permitted by the terms of this IndentureAgreement to be incurred;
(5) customary non-assignment provisions in contracts for purchasecontracts, gatheringleases and licenses (including, processingwithout limitation, sale, transportation or exchange licenses of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case intellectual property) entered into in the ordinary course of business;
(6) purchase money obligations for property (including Capital Stock) acquired in the ordinary course of business and business, Capital Lease Obligations and mortgage financings that impose restrictions on the property purchased or leased of the nature described in clause (3a)(3) of Section 4.08(a) 6.8 hereof;
(7) any agreement for the sale or other disposition of assets, including without limitation an agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that the applicable Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 6.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(109) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into (a) in the ordinary course of businessbusiness consistent with past practice or (b) with the approval of the Borrower’s Board of Directors, which limitations are applicable only to the assets or property that are the subject of such agreements;
(10) other Indebtedness of the Borrower or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Closing Date in accordance with Section 6.9; provided, however that the provisions of such agreement relating to such dividend and other payment encumbrances or restrictions taken as a whole are not materially more restrictive, as determined by the Board of Directors or the Borrower in good faith, than those provisions contained in the agreements governing Existing Indebtedness and the Existing RCF Agreement, in each case as in effect on the Closing Date;
(11) any agreement the issuance of preferred stock by a Restricted Subsidiary or instrument relating to any property or assets acquired after the date hereofpayment of dividends thereon in accordance with Section 6.9 and the terms thereof; provided, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation however that issuance of such acquisitionspreferred stock was made in accordance and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(12) supermajority voting requirements existing under corporate charters, bylaws, stockholders’ agreements and similar documents and agreements;
(13) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(14) encumbrances or restrictions contained in Hedging Obligations permitted from time to time under this Agreement; and
(15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and
(14) Hedging Obligations incurred from time to time.
Appears in 1 contract
