Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to Incur any Indebtedness, except that on or after the date that is the three year anniversary of the Issue Date, the Company and any Subsidiary Guarantor may Incur Indebtedness if immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Company’s Consolidated Net Leverage Ratio is equal to or less than 3.00 to 1.00. (b) Notwithstanding clause (a) above, the Company and its Restricted Subsidiaries (other than (i) Arazi Holdco 1 and Lancaster Holdco 1 and any of their respective Subsidiaries and (ii) Olinda Star and any of its respective Subsidiaries unless and until Olinda Star has (x) provided a valid and binding Note Guarantee as described in Section 10.05(a) hereof and (y) delivered the valid and perfected Liens and other documents described in Section 4.19 hereof, including the related Springing Security Documents, as applicable) may Incur the following Indebtedness (“Permitted Indebtedness”): (1) Indebtedness in respect of the Securities issued on the Issue Date, plus any PIK Securities issued in accordance with Section 2.13, less the amounts paid in accordance with Section 4.01 and, in each case, and the Note Guarantees associated thereto;
Appears in 1 contract
Samples: Indenture (Arazi S.a r.l.)
Incurrence of Additional Indebtedness.
(a) The Company will not, and will not permit any of its Restricted Subsidiaries to to, Incur any Indebtedness, except that on or after the date that is the three (3) year anniversary of the Issue Date, the Company and any Subsidiary Guarantor may Incur unsecured Indebtedness if immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Company’s Consolidated Net Leverage Ratio is equal to or less than 3.00 to 1.00.1.00.
(b) Notwithstanding clause (a) above, the Company and its Restricted Subsidiaries (other than (i) Arazi Holdco 1 and Lancaster Holdco 1 and any of their respective Subsidiaries and (ii) Olinda Star and any of its respective Subsidiaries unless and until Olinda Star has (xi) provided a valid and binding Note Guarantee as described in pursuant to Section 10.05(a10.06(a) hereof and (yii) delivered the valid and perfected Liens Liens and other documents described in Section 4.19 4.20 hereof, including the related Springing Security Documents, as applicable) may Incur the following Indebtedness (“Permitted Indebtedness”):
(1) Indebtedness in respect of the Securities Notes issued on the Issue Date, plus any PIK Securities Notes issued in accordance with Section 2.13, less the amounts required to be paid in accordance with Section 4.01 4.01, and, in each case, and the Note Guarantees associated theretothereto;
(2) Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness described in clauses (1), (11), (15), (16), (17), (18) and (19) hereof or that replaces Indebtedness described therein pursuant to the RJ Plan Amendment) and which, solely with respect to Indebtedness to one of more third-parties for borrowed money or in exchange for claims under the Plan Support Agreement, is as set forth on Schedule 4.09 hereof;
(3) Guarantees by any Subsidiary Guarantor of Indebtedness of the Company or any Subsidiary Guarantor permitted under this Indenture (other than any Indebtedness Incurred pursuant to clauses (14) through (19)); provided that if any such Guarantee is of Subordinated Indebtedness, then the Guarantee of such Subordinated Indebtedness shall be subordinated (or be junior in Lien priority) at least to the same extent and in the same manner to the Notes or the Note Guarantees, as applicable;
(4) [reserved];
(5) intercompany Indebtedness between the Company and any Restricted Subsidiary or between any Restricted Subsidiaries in the ordinary course of business and consistent with past practice; provided that:
(A) if the Company or any Subsidiary Guarantor is the obligor with respect to such intercompany Indebtedness and the obligee is (i) a Restricted Subsidiary that is not a Subsidiary Guarantor or (ii) an ALB Entity, such Indebtedness must be (x) unsecured and
Appears in 1 contract
Samples: Indenture
Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to Incur any Indebtedness, except that on or after the date that is the three year anniversary of the Issue Date, the Company and any Restricted Subsidiary Guarantor may Incur Indebtedness if immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom:
(1) with respect to Indebtedness Incurred by the Company or any Intermediate Holding Company, (i) the Credit Parties’ Unconsolidated Interest Coverage Ratio is equal to or greater than 2.0 to 1.0 and (ii) the Company’s Consolidated Net Leverage Ratio is equal to or less than (i) 5.25 to 1.0 if such Incurrence occurs after the Issue Date and on or prior to Xxxxxxxx 00, 0000, (xx) 4.75 to 1.0 if such Incurrence occurs on or after January 1, 2014 and on or prior to December 31, 2015, and (iii) 3.75 to 1.0 if such Incurrence occurs on or after January 1, 2016; and
(2) with respect to Indebtedness Incurred by a Restricted Subsidiary that is not an Intermediate Holding Company, the Company’s Consolidated Net Leverage Ratio is equal to or less than 3.00 (i) 5.25 to 1.001.0 if such Incurrence occurs after the Issue Date and on or prior to Xxxxxxxx 00, 0000, (xx) 4.75 to 1.0 if such Incurrence occurs on or after January 1, 2014 and on or prior to December 31, 2015, and (iii) 3.75 to 1.0 if such Incurrence occurs on or after January 1, 2016. The foregoing restrictions on the Incurrence of Indebtedness shall not be applicable with respect to any Project Finance Subsidiary.
(b) Notwithstanding clause (a) above, the Company and its Restricted Subsidiaries (other than (i) Arazi Holdco 1 and Lancaster Holdco 1 and any of their respective Subsidiaries and (ii) Olinda Star and any of its respective Subsidiaries unless and until Olinda Star has (x) provided a valid and binding Note Guarantee as described in Section 10.05(a) hereof and (y) delivered the valid and perfected Liens and other documents described in Section 4.19 hereof, including the related Springing Security DocumentsSubsidiaries, as applicable) , may Incur the following Indebtedness (“Permitted Indebtedness”):
(1) Indebtedness in respect of the Securities issued Notes and the Note Guarantees, excluding Additional Notes and guarantees thereof;
(2) Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date;
(3) Guarantees by any Restricted Subsidiary of Indebtedness of the Company or any Restricted Subsidiary (other than a Project Finance Subsidiary) permitted under this Indenture provided, plus that if any PIK Securities issued such Guarantee is of Subordinated Indebtedness, then the Guarantee of such Subordinated Indebtedness shall be subordinated to the Notes or the Note Guarantees, as applicable;
(4) Hedging Obligations entered into by the Company and its Restricted Subsidiaries not for speculative purposes;
(5) intercompany Indebtedness between the Company and any Restricted Subsidiary (other than a Project Finance Subsidiary) or between any Restricted Subsidiaries (other than a Project Finance Subsidiary); provided that:
(A) if the Company or any Subsidiary Guarantor is the Obligor and the obligee is a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness must be (i) unsecured and (ii) expressly subordinated to the prior payment in full of all obligations under the Notes or the Note Guarantees, as applicable, and the Indenture, and
(B) in the event that at any time any such Indebtedness ceases to be held by the Company or a Restricted Subsidiary, such Indebtedness shall be deemed to be Incurred by the Company or the applicable Restricted Subsidiary, as the case may be, and not permitted by this clause (5) at the time such event occurs;
(6) Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred); provided, that such Indebtedness is extinguished within five Business Days of Incurrence;
(7) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, bid, surety or appeal bonds, payment obligations in connection with, insurance premiums or similar obligations, security deposits and bank overdrafts (and letters of credit in connection with, in lieu of or in respect of each of the foregoing);
(8) Refinancing Indebtedness in respect of:
(A) Indebtedness Incurred pursuant to clause (a) above; or
(B) Indebtedness Incurred pursuant to clause (1), (2), (8) and (14) hereof;
(9) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds (including non-cash proceeds) actually received by the Company or any Restricted Subsidiary thereof in connection with such disposition;
(10) Indebtedness constituting reimbursement obligations in respect of trade or performance letters of credit entered into in the ordinary course of business;
(11) Indebtedness in the form of (i) equity contribution commitments (which may be in the form of intercompany loans) to a Project Finance Subsidiary to the extent that such equity contribution commitment is or would be permitted under Section 4.07 if treated as an Investment and (ii) Performance/Pre-Completion Guarantees to shipyards to the extent that such Performance/Pre-Completion Guarantees are permitted under Section 4.07 pursuant to clause (15) of the definition of “Permitted Investments”;
(12) Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes in accordance with Section 2.13this Indenture;
(13) Debt of the Company or any Restricted Subsidiary Incurred through the provision of bonds, guarantees, letters of credit or similar instruments required by any maritime commission or authority or other governmental or regulatory agencies, including, without limitation, customs authorities; in each case, for vessels owned or chartered by, and in the ordinary course of business of, the Company or any of its Restricted Subsidiaries at any time outstanding not to exceed the amount required by such governmental or regulatory authority;
(14) Acquired Indebtedness; provided, that on the date that such transaction is consummated, after giving effect to the Incurrence of such Indebtedness pursuant to this clause, (i) if with respect to Acquired Indebtedness of any Restricted Subsidiary that is not an Intermediate Holding Company, either (A) such Restricted Subsidiary would have been able to Incur U.S.$1.00 of additional Indebtedness pursuant to clause (a) above or (B) the Company would have a Consolidated Net Leverage Ratio that is equal to or less than the amounts paid in accordance Company’s Consolidated Net Leverage Ratio immediately prior to such transaction or (ii) if with Section 4.01 andrespect to Acquired Indebtedness of the Company or any Intermediate Holding Company, either (A) the Company would have been able to Incur U.S.$1.00 of additional Indebtedness pursuant to clause (a) above or (B) the Credit Parties would have an Unconsolidated Interest Coverage Ratio that is equal to or greater than the Credit Parties’ Unconsolidated Interest Coverage Ratio and the Company would have a Consolidated Net Leverage Ratio that is equal to or less than the Company’s Consolidated Net Leverage Ratio, in each case, immediately prior to such transaction;
(15) Debt of the Company or any Restricted Subsidiary, including but not limited to obligations under Capital Leases, mortgage financings or purchase money obligations, Incurred for the purpose of financing (whether prior to or within 365 days after) all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment or other assets (including any Indebtedness deemed to be incurred in connection with such purchase), whether through direct purchase of or the Capital Stock of any Person owning such property, plant or equipment or other assets, or Incurred to refinance any such purchase price or cost of construction or improvement, and refinancings thereof, in an aggregate principal amount not to exceed at any one time outstanding the greater of (i) U.S.$25.0 million and (ii) 1.0% of the Company’s Consolidated Net Tangible Assets; and
(16) in addition to Indebtedness referred to in clauses (1) through (15) above, Indebtedness of the Company or any Restricted Subsidiary, including any refinancing thereof, in an aggregate principal amount not to exceed U.S.$250.0 million.
(c) The Company will not and will not cause or permit any Subsidiary Guarantor to Incur any Indebtedness that is contractually subordinate in right of payment to any other Indebtedness, unless such Indebtedness is expressly subordinate in right of payment to the Notes and the applicable Note Guarantees associated theretoGuarantee to the same extent and on the same terms as such Indebtedness is subordinate to such other Indebtedness; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.
(d) For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this Section 4.09:
(1) the outstanding principal amount of any item of Indebtedness will be counted only once (without duplication for guarantees or otherwise);
(2) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (16) above, the Company may, in its sole discretion, divide and classify (or at any time reclassify) such item of Indebtedness in any manner that complies with this Section 4.09;
(3) the amount of Indebtedness Incurred by a Person on the Incurrence date thereof shall equal the amount recognized as a liability on the balance sheet of such Person in accordance with IFRS and the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of liability in respect thereof determined in accordance with IFRS. Accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Disqualified Capital Stock in the form of additional Disqualified Capital Stock with the same terms (unless such payment is capitalized interest of a Project Finance Subsidiary that is guaranteed by the Company or any Restricted Subsidiary (other than a Project Finance Subsidiary) and such guaranteed capitalized interest is not included in the calculation of Unconsolidated Interest Expense, in which case such amount shall be deemed an Incurrence of Indebtedness) will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.09; provided that any such outstanding additional Indebtedness or Disqualified Capital Stock paid in respect of Indebtedness Incurred pursuant to any provision of clauses (a) or (b) of this Section 4.09 will be counted as Indebtedness outstanding for purposes of any future Incurrence under Section 4.09(a); and
(4) with respect to any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided, that if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to Refinance other Indebtedness, if incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such Refinancing.
Appears in 1 contract
Samples: Indenture (QGOG Constellation S.A.)
Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to Incur any Indebtedness, except that on or after the date that is the three year anniversary of the Issue Date, the Company and any Subsidiary Guarantor may Incur Indebtedness if immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Company’s Consolidated Net Leverage Ratio is equal to or less than 3.00 to 1.00.
(b) Notwithstanding clause (a) above, the Company and its Restricted Subsidiaries (other than (i) Arazi Holdco 1 and Lancaster Holdco 1 and any of their respective Subsidiaries and (ii) Olinda Star and any of its respective Subsidiaries unless and until Olinda Star has (x) provided a valid and binding Note Guarantee as described in Section 10.05(a) hereof and (y) delivered the valid and perfected Liens and other documents described in Section 4.19 hereof, including the related Springing Security Documents, as applicable) may Incur the following Indebtedness (“Permitted Indebtedness”):
(1) Indebtedness in respect of the Securities issued on the Issue Date, plus any PIK Securities issued in accordance with Section 2.13, less the amounts paid in accordance with Section 4.01 and, in each case, and the Note Guarantees associated thereto;
(2) Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness described in clauses (1) and (17) hereof) and which, solely with respect to Indebtedness to one of more third-parties for borrowed money, is as set forth on Schedule 4.09 hereof;
(3) Guarantees by any Subsidiary Guarantor of Indebtedness of the Company or any Subsidiary Guarantor permitted under this Indenture (other than any Indebtedness under an ALB Credit Facility); provided, that if any such Guarantee is of Subordinated Indebtedness, then the Guarantee of such Subordinated Indebtedness shall be subordinated to the Securities or the Note Guarantees, as applicable;
(4) Hedging Obligations entered into by the Company and its Restricted Subsidiaries not for speculative purposes;
(5) intercompany Indebtedness between the Company and any Restricted Subsidiary or between any Restricted Subsidiaries; provided that:
(A) if the Company or any Subsidiary Guarantor is the Obligor and the obligee is (i) a Restricted Subsidiary that is not a Subsidiary Guarantor or (ii) an ALB Entity, such Indebtedness must be (x) unsecured and (y) expressly subordinated to the prior payment in full of all obligations under the Securities or the Note Guarantees, as applicable, and the Indenture; and
(B) in the event that at any time any such Indebtedness ceases to be held by the Company or a Restricted Subsidiary, such Indebtedness shall be deemed to be Incurred by the Company or the applicable Restricted Subsidiary, as the case may be, and not permitted by this clause (5) at the time such event occurs;
(6) Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred); provided, that such Indebtedness is extinguished within five Business Days of Incurrence;
(7) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, bid, surety or appeal bonds, payment obligations in connection with, insurance premiums or similar obligations, security deposits and bank overdrafts (and letters of credit in connection with, in lieu of or in respect of each of the foregoing);
(8) Refinancing Indebtedness in respect of:
(A) Indebtedness Incurred pursuant to clause (a) above; or
(B) Indebtedness Incurred pursuant to (x) clause (1), (2), (8), (15) and (17) hereof (y) and, solely following the FPSO Disposition Date, clause (14) hereof; provided, that any Refinancing Indebtedness Incurred under this Section 4.09(b)(8) shall not be secured by any Liens other than Liens on the property or assets already securing the Indebtedness being Refinanced hereunder, and any such new Liens and such Refinancing Indebtedness shall be subject to the same proportionate Lien priorities as set forth in this Indenture and the Intercreditor Agreement at the time of such Refinancing;
(9) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds (including non-cash proceeds) actually received by the Company or any Restricted Subsidiary thereof in connection with such disposition;
(10) Indebtedness constituting reimbursement obligations in respect of trade or performance letters of credit entered into in the ordinary course of business;
(11) [reserved];
(12) Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge all of the Securities in accordance with this Indenture;
(13) Indebtedness of the Company or any Restricted Subsidiary Incurred through the provision of bonds, guarantees, letters of credit or similar instruments required by any maritime commission or authority or other governmental or regulatory agencies, including, without limitation, customs authorities; in each case, for vessels owned or chartered by, and in the ordinary course of business of, the Company or any of its Restricted Subsidiaries at any time outstanding not to exceed the amount required by such governmental or regulatory authority;
(14) Indebtedness of the Company or any Restricted Subsidiary Incurred to make Capital Expenditures on Collateral (including any maintenance, upgrade or overhaul, but excluding any acquisition of Drilling Rigs) not to exceed $50.0 million; provided that the amount available under this clause (14) shall be increased in an amount equal to 100.0% of the Net Cash Proceeds received by the Company since immediately after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company or any Restricted Subsidiary (in each case, other than proceeds of Disqualified Capital Stock or sales of Equity Interests to the Company or any of its Subsidiaries), not to exceed $10.0 million; provided, further that any Indebtedness Incurred pursuant to this clause (14) for the purpose of any upgrade on a Drilling Rig constituting Collateral shall only be Incurred if required by an Encumbered Charter Agreement or to maintain classification of such Drilling Rig;
(15) Indebtedness of any ALB Entity Incurred to make Capital Expenditures on assets owned by an ALB Entity (including any maintenance, upgrade or overhaul, but excluding any acquisition of Drilling Rigs) at the time of such Incurrence, not to exceed U.S.$100.0 million;
(16) Indebtedness of the Company or any Restricted Subsidiary, Incurred for general corporate purposes not to exceed U.S.$5.0 million; and
(17) Indebtedness of the Company and any Subsidiary Guarantor under the Working Capital Facility, not to exceed the sum of (i) U.S.$160.0 million less (ii) any payment in cash (other than in connection with a Refinancing of such Working Capital Facility) by the Company after the Issue Date that reduces the aggregate outstanding principal amount of such Working Capital Facility.
(c) The Company will not and will not cause or permit any Subsidiary Guarantor to Incur any Indebtedness that is subordinated (either in respect of Liens or right of payment or any combination thereof) to any other Indebtedness, unless such Indebtedness is expressly subordinated (either in respect of Liens or right of payment or any combination thereof) to the Securities and the applicable Note Guarantee to the same extent and on the same terms as such Indebtedness is subordinate to such other Indebtedness; provided, however, that no Indebtedness will be deemed to be subordinated (either in respect of Liens or right of payment or any combination thereof) to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured by different collateral.
(d) For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this Section 4.09:
(1) the outstanding principal amount of any item of Indebtedness will be counted only once (without duplication for guarantees or otherwise);
(2) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (17) above (excluding clause (14)), the Company may, in its sole discretion, divide and classify (or at any time reclassify) such item of Indebtedness in any manner that complies with this Section 4.09;
(3) the amount of Indebtedness Incurred by a Person on the Incurrence date thereof shall equal the amount recognized as a liability on the balance sheet of such Person in accordance with IFRS and the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of liability in respect thereof determined in accordance with IFRS. Accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Disqualified Capital Stock in the form of additional Disqualified Capital Stock with the same terms will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.09; provided that any such outstanding additional Indebtedness or Disqualified Capital Stock paid in respect of Indebtedness Incurred pursuant to any provision of clauses (a) or (b) of this Section 4.09 will be counted as Indebtedness outstanding for purposes of any future Incurrence under Section 4.09(a); and
(4) with respect to any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided, that if such Indebtedness is Incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company may Incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such Refinancing.
Appears in 1 contract
Samples: Indenture (Arazi S.a r.l.)
