Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except: (a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); (b) Indebtedness and Guaranty Obligations under the Loan Documents; (c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiary; (d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available; (e) Indebtedness incurred to finance the purchase, construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries; (f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof; (g) Indebtedness under Hedging Agreements permitted under Section 6.20; (h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement; (i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition); (j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16; (k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
Appears in 2 contracts
Samples: Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc)
Indebtedness and Guaranty Obligations. CreateThe Borrower shall not, incur and shall not permit any of its Subsidiaries to, create, incur, assume or assume suffer to exist any Indebtedness or Guaranty Obligation Obligations, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except:
(a) Indebtedness and Guaranty Obligations existing on to or in favor of the Closing Date Lender pursuant to this Agreement and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)other Loan Documents;
(b) The Junior Indebtedness and Guaranty Obligations under (as defined in the Loan DocumentsPequot Subordination Agreement);
(c) Subject to compliance with Section 6.16, unsecured Indebtedness of the Borrower or any of its Subsidiaries existing on the date hereof and listed in Schedule 6.5 (and unsecured Guaranty Obligations with extensions, renewals and refinancings thereof on terms no less favorable in any material respect thereto) of any Restricted Subsidiary to Borrower than those existing before such extension, renewal or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiaryrefinancing);
(d) Purchase money Indebtedness consisting (including Capitalized Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets provided that (i) Capital Lease Obligations or the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $500,000 during any fiscal year; (ii) otherwise such Indebtedness when incurred to finance all or any part shall not exceed the purchase price of (Xthe assets(s) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations financed; and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) no such Indebtedness shall be incurred concurrently with or within twelve (12) months following refinanced for a principal amount in excess of the purchase, lease, construction, installation, improvement, design, repair or maintenance principal balance outstanding thereon at the time of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred to finance the purchase, construction or improvement of real property used in the business of Borrower or any of its Restricted SubsidiariesIntercompany Debt;
(f) Subordinated Obligations, Indebtedness that is expressly subordinate to the monetary obligations arising under this Agreement pursuant to a written subordination agreement in form and any Permitted Refinancing Indebtedness in respect thereofsubstance reasonably acceptable to the Lender;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;Contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; and
(h) Subject to compliance with Section 6.16To the extent not mentioned above, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accruals and accounts receivable payable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;borrowed money.
Appears in 2 contracts
Samples: Credit Agreement (Analex Corp), Credit Agreement (Analex Corp)
Indebtedness and Guaranty Obligations. CreateThe Borrower shall not, incur and shall not permit any of its Subsidiaries to, create, incur, assume or assume suffer to exist any Indebtedness or Guaranty Obligation Obligations, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except:
(a) Indebtedness and Guaranty Obligations existing on to or in favor of the Closing Date Lender pursuant to this Agreement and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)other Loan Documents;
(b) The Junior Indebtedness and Guaranty Obligations under (as defined in the Loan DocumentsPequot Subordination Agreement);
(c) Subject to compliance with Section 6.16, unsecured Indebtedness of the Borrower or any of its Subsidiaries existing on the date hereof and listed in Schedule 6.4 (and unsecured Guaranty Obligations with extensions, renewals and refinancings thereof on terms no less favorable in any material respect thereto) of any Restricted Subsidiary to Borrower than those existing before such extension, renewal or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiaryrefinancing);
(d) Purchase money Indebtedness consisting (including Capitalized Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets provided that (i) Capital Lease Obligations or the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $1,000,000 during any fiscal year; (ii) otherwise such Indebtedness when incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) the purchase price of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, assets(s) financed; and (Biii) no such Indebtedness shall be incurred concurrently with or within twelve (12) months following refinanced for a principal amount in excess of the purchase, lease, construction, installation, improvement, design, repair or maintenance principal balance outstanding thereon at the time of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred to finance the purchase, construction or improvement of real property used in the business of Borrower or any of its Restricted SubsidiariesIntercompany Debt;
(f) Subordinated Obligations, Indebtedness that is expressly subordinate to the monetary obligations arising under this Agreement pursuant to a written subordination agreement in form and any Permitted Refinancing Indebtedness in respect thereofsubstance reasonably acceptable to the Lender;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;Contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; and
(h) Subject to compliance with Section 6.16To the extent not mentioned above, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accruals and accounts receivable payable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;borrowed money.
Appears in 1 contract
Samples: Credit Agreement (Analex Corp)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary owed to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiaryits Subsidiaries;
(d) Indebtedness consisting of (i) Capital Lease Obligations Obligations, or (ii) otherwise incurred to finance all the purchase or any part construction of property or assets (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) which shall be deemed to exist if the Indebtedness is incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with at or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately 90 days before or after giving effect the purchase or construction of the property or assets), or to the incurrence of refinance any such Indebtedness, provided that the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall does not exceed $3,000,000 in the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;aggregate at any time.
(e) Indebtedness incurred to finance the purchase, purchase or construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated ObligationsObligations in such amount as may be approved in writing by the Requisite Lenders, and any Permitted Refinancing Indebtedness except as expressly provided in respect thereofthis Agreement;
(g) Indebtedness under Hedging Agreements permitted under consisting of debt securities for which the Net Cash Issuance Proceeds will be applied as a mandatory prepayment pursuant to Section 6.203.1(f);
(h) Subject to compliance with Section 6.16, unsecured Indebtedness consisting of Interest Rate Protection Agreements; and
(i) Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; Subsidiary, provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;.
Appears in 1 contract
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Execution Date and disclosed in Schedule 6.102 hereto, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing);
(b) Indebtedness and Guaranty Obligations under the Loan Finance Documents;
(c) Subject to compliance with Section 6.16Clause C.16 hereof, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower the Guarantor or to any other Restricted Subsidiary, or of Borrower the Guarantor to any Restricted Subsidiary;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 1010.0% of Borrowerthe Guarantor’s consolidated trailing twelve month EBITDA as of Borrowerthe Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred to finance the purchase, construction or improvement of real property used in the business of Borrower the Guarantor or any of its Restricted Subsidiaries;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20Clause C.20 hereof;
(h) Subject to compliance with Section 6.16Clause C.16 hereof, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this AgreementAnnex F;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition Acquisition (other than Indebtedness incurred solely in contemplation of such acquisitionAcquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (mk) of Section 6.16Clause C.16 hereof;
(k) Indebtedness incurred by Borrower the Guarantor or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrowerthe Guarantor’s consolidated trailing twelve month EBITDA as of Borrowerthe Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(l) Permitted Additional Indebtedness and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) so long as the Total Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness (assuming the borrowing of the maximum credit thereunder) and the application of the proceeds therefrom) would not be greater than the then-applicable Total Leverage Ratio financial covenant level set forth in Clause C.13 hereof.
(m) Indebtedness of (i) any ECA Borrower and any ECA Guarantor under a Permitted ECA Financing and (ii) any Foreign Restricted Subsidiary; provided that if immediately before or after giving effect to the incurrence of any such Indebtedness the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) exceeds 3.50 to 1.00, then no additional Indebtedness may be incurred under this clause (m) if (or that would otherwise cause) the aggregate outstanding principal amount of all Indebtedness under this clause (m) incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) exceeded 3.50 to 1.00 would exceed the sum of (x) $50,000,000 plus (y) 10.0% of the Guarantor’s consolidated trailing twelve month EBITDA as of the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(n) Guaranty Obligations of the Guarantor in respect of Indebtedness relating to Permitted ECA Financings and permitted by Clause C.10(m) hereof (which Guaranty Obligations shall be unsecured except for any security interest in, and/or pledge of, Equity Interests in any ECA Borrower and any ECA Guarantor and any dividends, stocks, shares, warrants, securities, rights, monies or other property accruing on or that constitute proceeds of such Equity Interests);
(o) Indebtedness in a principal aggregate amount at any time outstanding not to exceed the greater of (i) $75,000,000 and (ii) an amount equal to 25.0% of the Guarantor’s consolidated trailing twelve month EBITDA as of the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available; and
(p) Obligations under Bank Products; provided that all Indebtedness owed by the Guarantor to a Subsidiary (other than the Borrower) shall be subordinated pursuant to an Affiliate Subordination Agreement.
Appears in 1 contract
Samples: Credit Agreement (Viasat Inc)
Indebtedness and Guaranty Obligations. Create, incur incur, assume or assume permit to exist any Indebtedness or Guaranty Obligation except:Obligations except for the following (“Permitted Indebtedness”):
(ai) Indebtedness and or Guaranty Obligations existing on of the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing);
(b) Indebtedness and Guaranty Obligations Loan Parties under the Loan Credit Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiary;
(dii) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost Loan Parties listed in Schedule 5.02(a) and existing on the date of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred to finance the purchase, construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(iiii) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (Loan Parties to any other than Indebtedness incurred solely in contemplation of such acquisition)Loan Party;
(jiv) Indebtedness or Guaranty Obligations incurred of the Loan Parties under Lender Rate Contracts entered into with respect to the Loans; provided that (A) all such Lender Rate Contracts are entered into in connection with Investments permitted bona fide hedging operations and not for speculation and (B) the aggregate notional principal amount under clause (m) all such Rate Contracts does not exceed the Effective Amount of Section 6.16the Loans at any time;
(kv) Guaranty Obligations of any Loan Party in respect of Permitted Indebtedness incurred by Borrower or of any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business other Loan Party;
(vi) Capital Leases in an aggregate principal amount outstanding not to exceed $2,000,000 at any one time outstanding;
(vii) Indebtedness used to finance the purchase of slot machines in an aggregate principle amount not to exceed $2,000,000 at any one time outstanding;
(viii) Subordinated Indebtedness in favor of Alliance Gaming Corporation used to finance a portion of the greater Acquisition in an aggregate amount not to exceed $3,000,000 (the “Alliance Subordinated Indebtedness”), which Alliance Subordinated Indebtedness shall be subject to a subordination agreement satisfactory to the Administrative Agent including payment and remedy blockage provisions upon the occurrence of a Default or Event of Default;
(iix) Subordinated Indebtedness in favor of Xxxxxxx in an aggregate amount not to exceed $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA 1,604,000 as of Borrower’s most recent Fiscal Quarter end for the date hereof (the “Xxxxxxx Subordinated Indebtedness”), which financial statements prepared on Xxxxxxx Subordinated Indebtedness shall be subject to a consolidated basis subordination agreement satisfactory to the Administrative Agent including payment and remedy blockage provisions upon the occurrence of a Default or Event of Default; and
(x) Additional Indebtedness in accordance with GAAP are available;an amount not to exceed $2,000,000 outstanding at any time.
Appears in 1 contract
Samples: Credit Agreement (Sands Regent)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing);
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiary;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis pro forma basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 2.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis pro forma basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 2.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are availableavailable (or are required to have been delivered pursuant to Section 7.1(a) and (c));
(e) Indebtedness incurred to finance the purchase, purchase or construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Wholly Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Wholly Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed $25,000,000;
(l) Permitted Additional Senior Indebtedness if, immediately before and after giving effect to the incurrence thereof, the Total Leverage Ratio (calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) would not be greater than 4.25 to 1.00;
(m) Indebtedness of an ECA Borrower and ECA Guarantors under a Permitted ECA Financing; provided that if immediately before or after giving effect to the incurrence of any such Indebtedness the Senior Secured Leverage Ratio (calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) exceeds 2.50 to 1.00, then no additional Indebtedness may be incurred under this clause (m) if (or that would otherwise cause) the sum of (i) $25,000,000 the aggregate outstanding principal amount of all Indebtedness under this clause (m) incurred at a time when the Senior Secured Leverage Ratio (calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) exceeded 2.50 to 1.00 plus (ii) 12.5the aggregate amount of Investments then outstanding that were made under Section 6.16(o) at a time when the Senior Secured Leverage Ratio (calculated on a pro forma basis after giving effect to the making of such Investment) exceeded 2.50 to 1.00, would exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are availableavailable (or are required to have been delivered pursuant to Section 7.1(a) and (c));
(n) Unsecured Guaranty Obligations of Borrower in respect of Indebtedness relating to Permitted ECA Financings and permitted by Section 6.10(m);
(o) Indebtedness in a principal aggregate amount not to exceed $50,000,000 at any time outstanding; and
(p) Obligations under Bank Products; provided that all Indebtedness owed by Borrower or a Subsidiary Guarantor to a Subsidiary that is not a Subsidiary Guarantor shall be subordinated pursuant to an Affiliate Subordination Agreement.
Appears in 1 contract
Samples: Credit Agreement (Viasat Inc)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)6.9;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary owed to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Significant Subsidiary;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred owed by any Insignificant Subsidiary to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are availableanother Insignificant Subsidiary;
(e) Indebtedness incurred to finance the purchase, construction consisting of Capital Lease Obligations or improvement of real property used purchase money debt that does not exceed $1,000,000 in the business of Borrower or aggregate at any of its Restricted Subsidiariestime;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereofsecured by Liens permitted by the terms of Section 6.8(e);
(g) If Premium Finance shall have been removed as a Borrowing Base Party pursuant to Section 6.7, Indebtedness under Hedging Agreements permitted under Section 6.20of Premium Finance to any Person providing working capital financing to Premium Finance to support its normal business operations;
(h) Subject Indebtedness not referred to compliance with Section 6.16in clauses (a) through (g) above, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; an aggregate amount not to exceed $500,000 outstanding at any time, provided that no such obligations Indebtedness shall be secured by any Lien on the Property of a Wholly-Owned Borrower or any Subsidiary or a Joint Venture are not prohibited by this Agreementthereof;
(i) Unsecured Subordinated Obligations in such amounts as may be acceptable to the Agent and the Requisite Lenders in their sole discretion; and
(j) Refinancing, renewals or extensions of Indebtedness permitted under clauses (a), (c), (d), (e), (f), (g), (h) and (i) of a Person acquired this Section 6.9 (and continuance or renewal of any Permitted Encumbrances associated therewith) so long as (i) the terms and conditions of such refinancings, renewals, or extensions are substantially similar to the then current terms and conditions of such Indebtedness, (ii) to the extent that such Indebtedness constitutes Subordinated Obligations, such refinancing, renewing, refunding, or extending Indebtedness contains subordination provisions substantially similar to the then current subordination provisions of such Indebtedness, (iii) the net cash proceeds of such refinancings, renewals or extensions do not result in an increase in the aggregate principal amount of the Indebtedness so refinanced, renewed, or extended, and (iv) such refinancings, renewals, refundings or extensions do not result in a Permitted Acquisition which is outstanding shortening of the average weighted maturity (at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness refinancing, renewal or Guaranty Obligations incurred in connection with Investments permitted under clause (mextension) of Section 6.16;
(k) the Indebtedness incurred by Borrower so refinanced, renewed or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;extended.
Appears in 1 contract
Samples: Revolving Loan Agreement (Central Financial Acceptance Corp)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary owed to Borrower or to any other Restricted Subsidiary, of its Subsidiaries in connection with intercompany Indebtedness by Borrower or of Borrower to any Restricted Subsidiarysuch Subsidiaries;
(d) Indebtedness consisting of (i) Capital Lease Obligations Obligations, or (ii) otherwise incurred to finance all the purchase or any part construction of (X) the purchase, lease, construction, installation property or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services assets (so long as, in the case of this clause as (ii) (Ai) the Indebtedness incurred therewith in any such purchase shall not exceed one hundred percent (100%) of the purchase price or cost of the purchase, lease, construction, installation, improvement, design, repair property or maintenance of such Property or such premiums or launch services, as applicable, assets purchased and (Bii) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair purchase or maintenance construction of such Property property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (iassets) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of refinance any such Indebtedness, provided that the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the aggregate outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall does not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;10,000,000 at any time.
(e) Indebtedness incurred to finance the purchase, purchase or construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated ObligationsObligations in such amount as may be approved in writing by the Requisite Lenders, and any Permitted Refinancing Indebtedness except as expressly provided in respect thereofthis Agreement;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20consisting of non-speculative Interest Rate Protection Agreements;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; Subsidiary, provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);; and
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;.
Appears in 1 contract
Indebtedness and Guaranty Obligations. CreateThe Borrower shall not, incur and shall not permit any of its Subsidiaries to, create, incur, assume or assume suffer to exist any Indebtedness or Guaranty Obligation Obligations, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except:
(a) Indebtedness and Guaranty Obligations existing on to or in favor of the Closing Date Lender pursuant to this Agreement and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)other Loan Documents;
(b) The Junior Indebtedness and Guaranty Obligations under (as defined in the Loan DocumentsPequot Subordination Agreement);
(c) Subject to compliance with Section 6.16, unsecured Indebtedness of the Borrower or any of its Subsidiaries existing on the date hereof and listed in Schedule 6.4 (and unsecured Guaranty Obligations with extensions, renewals and refinancings thereof on terms no less favorable in any material respect thereto) of any Restricted Subsidiary to Borrower than those existing before such extension, renewal or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiaryrefinancing);
(d) Purchase money Indebtedness consisting (including Capitalized Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets provided that (i) Capital Lease Obligations or the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $500,000 during any fiscal year; (ii) otherwise such Indebtedness when incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) the purchase price of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, assets(s) financed; and (Biii) no such Indebtedness shall be incurred concurrently with or within twelve (12) months following refinanced for a principal amount in excess of the purchase, lease, construction, installation, improvement, design, repair or maintenance principal balance outstanding thereon at the time of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred to finance the purchase, construction or improvement of real property used in the business of Borrower or any of its Restricted SubsidiariesIntercompany Debt;
(f) Subordinated Obligations, Indebtedness that is expressly subordinate to the monetary obligations arising under this Agreement pursuant to a written subordination agreement in form and any Permitted Refinancing Indebtedness in respect thereofsubstance reasonably acceptable to the Lender;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;Contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; and
(h) Subject to compliance with Section 6.16To the extent not mentioned above, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accruals and accounts receivable payable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;borrowed money.
Appears in 1 contract
Samples: Credit Agreement (Analex Corp)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary owed to Borrower or to any other Restricted Subsidiary, of its Subsidiaries in connection with intercompany Indebtedness by Borrower or of Borrower to any Restricted Subsidiarysuch Subsidiaries;
(d) Indebtedness consisting of (i) Capital Lease Obligations Obligations, or (ii) otherwise incurred to finance all the purchase or any part construction of (X) the purchase, lease, construction, installation property or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services assets (so long as, in the case of this clause as (ii) (Ai) the Indebtedness incurred therewith in any such purchase shall not exceed one hundred percent (100%) of the purchase price or cost of the purchase, lease, construction, installation, improvement, design, repair property or maintenance of such Property or such premiums or launch services, as applicable, assets purchased and (Bii) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair purchase or maintenance construction of such Property property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (iassets) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of refinance any such Indebtedness, provided that the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the aggregate outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall does not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;at any time.
(e) Indebtedness incurred to finance the purchase, purchase or construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated ObligationsObligations in such amount as may be approved in writing by the Requisite Lenders, and any Permitted Refinancing Indebtedness except as expressly provided in respect thereofthis Agreement;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20consisting of non-speculative Interest Rate Protection Agreements;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; Subsidiary, provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;; and
Appears in 1 contract
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation if an Event of Default has occurred and is continuing or if, after giving effect thereto, Borrower would not be in compliance with the provisions of Section 6.12 or Section 6.13 or an Event of Default would otherwise occur. Notwithstanding the foregoing, Borrower shall not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness or Guaranty Obligation, except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Permitted Acquisition Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing);,
(b) Indebtedness and Guaranty Obligations under the Loan Documents;Permitted Capital Asset Indebtedness,
(c) Subject to compliance with Section 6.16, unsecured existing Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiary;set forth on Schedule 6.10(b),
(d) Indebtedness consisting of (i) Capital Lease Obligations owed to Borrower or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or ina wholly-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;owned Subsidiary,
(e) unsecured term Indebtedness incurred to finance the purchaseof GSW (i.e., construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(fnot revolving credit) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) either has a longer weighted average life than the Borrowings hereunder or satisfies the requirements of Section 6.1, (ii) to the extent that a Governmental Agency has regulatory jurisdiction over the issuance of such Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at GSW, the time issuance of such acquisition Indebtedness is permitted by such regulatory jurisdiction, and (other than Indebtedness iii) is incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business of GSW, is substantially consistent with the prior practices of GSW, and is provided by any Person or Governmental Agency under a credit agreement or facility substantially similar thereto,
(f) unsecured Indebtedness of BVES that (i) BVES is permitted to incur by the Governmental Agency or Agencies, as applicable, having regulatory jurisdiction over BVES, (ii) is incurred in the ordinary course of business of BVES, and (iii) does not exceed at any time outstanding an aggregate amount of $125,000,000 (and for purposes of computing compliance with the foregoing, all then undrawn commitments under any revolving credit facility shall be deemed incurred and outstanding Indebtedness); provided, however, that in no event shall the aggregate amount of Indebtedness incurred pursuant to this subsection (f) exceed at any time outstanding ten percent (10%) of Consolidated Net Tangible Assets, and
(g) other unsecured Indebtedness in the aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;1,000,000.
Appears in 1 contract
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing);
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiary;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 3.25 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 3.25 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred to finance the purchase, construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
Appears in 1 contract
Samples: Credit Agreement (Viasat Inc)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:except the following (“Permitted Indebtedness”):
(a) 7.8.1 Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)7.8;
(b) 7.8.2 Indebtedness and Guaranty Obligations under the Loan Documents;
7.8.3 Purchase money Indebtedness or Capital Lease Obligations incurred to finance the purchase or construction of capital assets (cwhich shall be deemed to exist if the Indebtedness or Capitalized Lease Obligation is incurred at or within ninety (90) Subject days before or after the purchase or construction of the capital asset) in any amount not to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of exceed $7,500,000 outstanding at any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiaryone time;
(d) 7.8.4 Any extension, renewal or refinancing of the Indebtedness described in Section 7.8.1 or 7.8.3; provided that any extension, renewal or replacement Lien secures Indebtedness which is no greater in amount than the Indebtedness being extended, renewed or refinanced;
7.8.5 Subordinated Debt in such amount as may be approved in writing by the Required Lenders;
7.8.6 Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all Interest Rate Protection Agreements;
7.8.7 Indebtedness arising from agreements of Borrower or any part Subsidiary providing for indemnification and adjustment of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the purchase price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with any Permitted Acquisition or the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are availablePermitted SRS Acquisition;
(e) Indebtedness incurred to finance the purchase, construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured 7.8.8 Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; Subsidiary, provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) 7.8.9 Indebtedness of a Person acquired in a Permitted Acquisition or the Permitted SRS Acquisition which is outstanding at the time of such acquisition Acquisition (other than Indebtedness incurred solely in contemplation of such acquisitionAcquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
Appears in 1 contract
Samples: Loan Agreement (Dts, Inc.)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.106.9, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject Indebtedness owed to compliance with Section 6.16Borrower by a Subsidiary of Borrower, unsecured Indebtedness (owed to a Wholly-Owned Subsidiary of Borrower by Borrower and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiary;
(d) Indebtedness of Borrower consisting of one or more Swap Agreements; provided, that the aggregate notional amount of Indebtedness covered by all Secured Swap Agreements shall not exceed $165,000,000;
(ie) Indebtedness under or in respect of any Permitted Financing;
(f) Indebtedness consisting of Capital Lease Obligations or (ii) other Indebtedness otherwise incurred to finance all the purchase or construction of capital assets (which shall be deemed to exist if the Indebtedness is incurred at or within 180 days before or after the purchase or construction of the capital asset, or to refinance any part of such Indebtedness); provided that (Xi) the purchase, lease, construction, installation or improvement aggregate principal amount of such Indebtedness outstanding at any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause time does not exceed $10,000,000; (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to upon the incurrence of any such Indebtedness, any Lien created by the Senior Secured Leverage Ratio (calculated Collateral Documents on a Pro Forma Basis after giving effect to such capital assets shall be terminated and the incurrence Administrative Agent shall execute and deliver such releases of such Indebtedness Lien on such capital assets as Borrower may request; and the application of the proceeds therefrom(iii) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, under this Agreement shall not exceed the sum be deemed for purposes of this clause (xf) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness to have been incurred to finance the purchase, purchase or construction of capital assets or improvement of real property used in the business of Borrower or to have refinanced any of its Restricted Subsidiaries;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereofsuch Indebtedness;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from following the factoring or securitizing of accounts receivable Completion Date in the ordinary course of business in an aggregate principal amount outstanding at any one time not in excess of $5,000,000, with payment, pricing and other terms no more favorable to exceed Borrower than those applicable to the greater Loans, provided that the holders of such Indebtedness have entered into an intercreditor agreement of the type described in Section 6.8(d);
(h) Subordinated Obligations incurred when no Default or Event of Default exists or would result therefrom; and
(i) $25,000,000 and Guaranty Obligations in support of the obligations of a Subsidiary of Borrower that are not prohibited by the proviso to this Section; provided that, notwithstanding the foregoing, Borrower shall not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness or Guaranty Obligation, except (iia) 12.5% the Subsidiary Guaranty or (b) Indebtedness owed to Borrower or another Subsidiary of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;.
Appears in 1 contract
Samples: Reducing Revolving Loan Agreement (Station Casinos Inc)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary owed to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiaryits domestic Subsidiaries;
(d) Indebtedness consisting of (i) Capital Lease Obligations Obligations, or (ii) otherwise incurred to finance all the purchase or any part construction of capital assets (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) which shall be deemed to exist if the Indebtedness is incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with at or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately 90 days before or after giving effect the purchase or construction of the capital asset), or to the incurrence of refinance any such Indebtedness, provided that the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding aggregate principal amount of such Indebtedness incurred at a time when after the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, Closing Date shall not exceed the sum of $5,000,000 at any one time outstanding (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis determined in accordance with GAAP are availableconsistently applied);
(e) Indebtedness unsecured Subordinated Obligations incurred to finance after the purchase, construction or improvement Closing Date by Borrower in favor of real property used a seller of a business acquired in a Permitted Acquisition; provided the business aggregate amount of Borrower or all such Subordinated Obligations shall not exceed $2,000,000 at any of its Restricted Subsidiariesone time outstanding;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness Obligations (other than those described in respect thereofclause (e) above) in such amount as may be approved in writing by the Requisite Lenders;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;consisting of Interest Rate Protection Agreements; and
(h) Subject Indebtedness not described in clauses (a)-(g) above in an aggregate amount not to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Ventureexceed $2,000,000 at any one time outstanding; provided that such obligations of a Wholly-Owned Subsidiary Indebtedness is not on terms, whether with respect to covenants, defaults or a Joint Venture otherwise, that are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at more restrictive than the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable terms contained in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;Loan Documents.
Appears in 1 contract
Indebtedness and Guaranty Obligations. Create, incur incur, assume or assume suffer to exist any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.106.10 (other than Indebtedness described herein to be paid off with Advances hereunder), and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect theretoowed to Borrower, Parent or any of their Subsidiaries by Parent, Borrower or any of their Subsidiaries (which are evidenced by a note or other instrument which has been pledged and delivered to the Administrative Agent under the Security Documents) and guarantees by Parent, Borrower or any of their Subsidiaries of any Restricted Subsidiary to of the obligations of Parent, Borrower or any of their Subsidiaries that, in each case, are otherwise permitted to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiarybe incurred hereunder;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)Obligations; provided that, in that the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding aggregate principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect added to the incurrence of such Indebtedness and the application of the proceeds therefromdescribed in clause (e) is greater than 3.50 to 1.00, below shall not exceed the sum of $25,000,000 at any one time outstanding (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis determined in accordance with GAAP are availableconsistently applied);
(e) Indebtedness incurred to finance the purchasepurchase or construction of capital assets (which shall be deemed to exist if the Indebtedness is incurred at or within 90 days before or after the purchase or construction of the capital asset) of which at least 65% of each such financing is financed by Indebtedness other than Advances or Letters of Credit hereunder, construction or improvement to refinance any such Indebtedness of real property used which at least 65% is refinanced by Indebtedness other than Advances or Letters of Credit hereunder; provided that the aggregate principal amount of such Indebtedness incurred after the Closing Date when added to the Indebtedness described in the business of Borrower or clause (d) above shall not exceed $25,000,000 at any of its Restricted Subsidiariesone time outstanding (as determined in accordance with GAAP consistently applied);
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness Obligations in respect thereofsuch amount as may be approved in writing by the Requisite Lenders;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;consisting of Interest Rate Protection Agreements; and
(h) Subject to compliance with Section 6.16Unsecured Indebtedness and Guaranty Obligations not described in clauses (a)-(g) above for general business purposes of Borrower, Parent or their Subsidiaries (including unsecured Indebtedness and Guaranty Obligations in support of the obligations favor of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations seller of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person business acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(jAcquisition) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding not to exceed $15,000,000 at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;outstanding.
Appears in 1 contract
Samples: Credit Agreement (West Marine Inc)
Indebtedness and Guaranty Obligations. Create, incur incur, assume or assume suffer to exist any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.106.10 (other than Indebtedness described herein to be paid off with Advances hereunder), and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect theretoowed to Borrower, Parent or any of their Subsidiaries by Parent, Borrower or any of their Subsidiaries (which are evidenced by a note or other instrument which has been pledged and delivered to the Administrative Agent under the Security Documents) and guarantees by Parent, Borrower or any of their Subsidiaries of any Restricted Subsidiary to of the obligations of Parent, Borrower or any of their Subsidiaries that, in each case, are otherwise permitted to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiarybe incurred hereunder;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)Obligations; provided that, in that the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding aggregate principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect added to the incurrence of such Indebtedness and the application of the proceeds therefromdescribed in clause (e) is greater than 3.50 to 1.00, below shall not exceed the sum of (xi) $50,000,000 plus 10,000,000 from the Closing Date up to the first anniversary of the Closing Date (y“Year 1”), (ii) 10% $17,000,000 from the first anniversary of Borrower’s consolidated trailing twelve month EBITDA the Closing Date up to the second anniversary of the Closing Date (“Year 2”) or (iii) $25,000,000 from the second anniversary of the Closing Date up to the third anniversary of the Closing Date (“Year 3”), in each case, at any one time outstanding (as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis determined in accordance with GAAP are availableconsistently applied);
(e) Indebtedness incurred to finance the purchasepurchase or construction of capital assets (which shall be deemed to exist if the Indebtedness is incurred at or within 90 days before or after the purchase or construction of the capital asset) of which at least 80% of each such financing is financed by Indebtedness other than Advances or Letters of Credit hereunder, construction or improvement to refinance any such Indebtedness of real property used which at least 80% is refinanced by Indebtedness other than Advances or Letters of Credit hereunder; provided that the aggregate principal amount of such Indebtedness incurred after the Closing Date when added to the Indebtedness described in the business of Borrower clause (d) above shall not exceed (i) $10,000,000 during Year 1, (ii) $17,000,000 during Year 2 or (iii) $25,000,000 during Year 3, in each case, at any of its Restricted Subsidiariesone time outstanding (as determined in accordance with GAAP consistently applied);
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness Obligations in respect thereofsuch amount as may be approved in writing by the Requisite Lenders;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20consisting of Interest Rate Protection Agreements;
(h) Subject to compliance with Section 6.16Unsecured Indebtedness not described in clauses (a)-(g) above for general business purposes of Borrower, Parent or their Subsidiaries (including unsecured Guaranty Obligations Indebtedness in support of the obligations favor of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations seller of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person business acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(jAcquisition) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding not to exceed (i) $5,000,000 during Year 1, (ii) $7,500,000 during Year 2 or (iii) $10,000,000 during Year 3, in each case, at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;outstanding.
Appears in 1 contract
Samples: Credit Agreement (West Marine Inc)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) The Existing Senior Notes, the Existing Subordinated Notes and other Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection Parent’s public filings with the foregoing)Securities and Exchange Commission;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject Indebtedness consisting of Permitted Subordinated Notes and Permitted Senior Notes, in each case issued when no Default or Event of Default has occurred and remains continuing, provided that giving pro forma effect to compliance with the issuance of such Indebtedness as of the then most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 6.168.1(b), unsecured Indebtedness (and unsecured Guaranty Obligations with no Default or Event of Default would exist in respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted SubsidiarySection 7.11;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) Purchase Money Obligations; provided that the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) aggregate principal amount of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and Purchase Money Obligations outstanding at any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred time under this clause (d), if immediately before or after giving effect to ) does not exceed $50,000,000; and provided further that upon the incurrence incurring of any Purchase Money Obligations, any Lien created by the Collateral Documents on such Indebtedness, capital assets shall be terminated and the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence Administrative Agent shall execute and deliver such releases of such Indebtedness and Lien on such capital assets as Parent or the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are availableBorrowers may request;
(e) Indebtedness incurred of Parent or Borrowers consisting of one or more Secured Swap Agreements (and related Guaranty Obligations with respect to finance obligations of Parent and the purchaseBorrowers under such Swap Agreements); provided, construction or improvement that the aggregate notional amount of real property used in the business of Borrower or Indebtedness covered by all Secured Swap Agreements does not exceed $1,250,000,000 at any of its Restricted Subsidiariestime;
(f) Subordinated ObligationsGuaranty Obligations consisting of Support Agreements:
(i) of Parent and of any Native American Subsidiaries which are associated with such project in support of the Gun Lake Project, and any Permitted Refinancing Indebtedness provided that to the extent that the supported amount of the capital budget for that project exceeds $300,000,000, the exposure incurred in respect thereofof such Support Agreements shall be expressly limited to an aggregate amount which is not in excess of $300,000,000;
(ii) of Parent and of any Native American Subsidiaries which are associated with such project in support of the Mechoopda – Chico Tribe Project, provided that to the extent that the supported amount of the capital budget for that project exceeds $80,000,000, the exposure incurred in respect of such Support Agreements shall be expressly limited to an aggregate amount which is not in excess of $80,000,000; and
(iii) of Parent and of any of its Subsidiaries (other than the Borrowers) in support of other capital projects entered into in conjunction with Persons which are not Subsidiaries of the Parent (or to augment the permitted size of Support Agreements in respect of the Gun Lake Project and the Mechoopda – Chico Tribe Project), provided that the exposure incurred by Parent and its Restricted Subsidiaries in respect of such Support Agreements shall be expressly limited to an aggregate amount which is not in excess of $150,000,000;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20Guaranty Obligations of Parent in support of the obligations of any Borrower or a Restricted Subsidiary;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of any third party, joint venture or Unrestricted Subsidiary, the incurrence of which does not result in a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations violation of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this AgreementSection 7.15;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at Borrowers and the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);Restricted Subsidiaries to Parent, Borrowers or another Restricted Subsidiary; and
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) respect of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing letters of accounts receivable in the ordinary course of business credit in an aggregate principal effective face amount outstanding which does not exceed $25,000,000 at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;time.
Appears in 1 contract
Samples: Loan Agreement (Station Casinos Inc)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary owed to Borrower or to any other Restricted Subsidiary, of its Subsidiaries in connection with intercompany Indebtedness by Borrower or of Borrower to any Restricted Subsidiarysuch Subsidiaries;
(d) Indebtedness consisting of (i) Capital Lease Obligations Obligations, or (ii) otherwise incurred to finance all the purchase or any part construction of (X) the purchase, lease, construction, installation property or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services assets (so long as, in the case of this clause as (ii) (Ai) the Indebtedness incurred therewith in any such purchase shall not exceed one hundred percent (100%) of the purchase price or cost of the purchase, lease, construction, installation, improvement, design, repair property or maintenance of such Property or such premiums or launch services, as applicable, assets purchased and (Bii) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair purchase or maintenance construction of such Property property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (iassets) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of refinance any such Indebtedness, provided that the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the aggregate outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall does not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;10,000,000 at any time.
(e) Indebtedness incurred to finance the purchase, purchase or construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated ObligationsObligations in such amount as may be approved in writing by the Requisite Lenders, and any Permitted Refinancing Indebtedness except as expressly provided in respect thereofthis Agreement;
(g) Indebtedness under Hedging Agreements permitted under consisting of debt securities for which the Net Cash Issuance Proceeds will be applied as a mandatory prepayment pursuant to Section 6.203.1(f);
(h) Subject to compliance with Section 6.16, unsecured Indebtedness consisting of non-speculative Interest Rate Protection Agreements;
(i) Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; Subsidiary, provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(ij) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);; and
(jk) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;.
Appears in 1 contract
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing);
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiary;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 4.00 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 4.00 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred to finance the purchase, construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
Appears in 1 contract
Samples: Credit Agreement (Viasat Inc)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Amendment Effective Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)9.9;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16Permitted Subordinated Debt that refinances the Existing Redeemable Subordinated Debt and/or the Existing Other Subordinated Debt in a principal amount not in excess of the principal amount of such Redeemable Subordinated Debt and/or Existing Other Subordinated Debt, unsecured Indebtedness as the case may be (and unsecured Guaranty Obligations with respect theretoplus any redemption or prepayment premium) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiarythen outstanding;
(d) Permitted Senior Notes that refinance the Existing Redeemable Subordinated Debt in a principal amount not in excess of the principal amount thereof (plus any redemption or prepayment premium) then outstanding; provided that at the time of issuance thereof, the Target Leverage Ratio Election is in effect;
(e) Indebtedness consisting of (i) Capital Lease Obligations or Obligations, (ii) Guaranty Obligations incurred, or letters of credit issued, as credit enhancement for bonds issued by 000 Xxxxxxx Xxxxxxxxxxxxxx Development District, a Missouri municipal transportation district, or (iii) Indebtedness otherwise incurred to finance all the purchase or any part construction of capital assets (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) which shall be deemed to exist if the Indebtedness is incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with at or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately 180 days before or after giving effect the purchase or construction of the capital asset, or to the incurrence of refinance any such Indebtedness), provided that the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding aggregate principal amount of such Indebtedness incurred outstanding at a time any time, when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect added to the incurrence Indebtedness of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00Borrowers then outstanding permitted by Section 6.7(d), shall does not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred to finance the purchase, construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries25,000,000;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereofconsisting of one or more Swap Agreements;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20of a Restricted Subsidiary owed to Parent, any Borrower or another Restricted Subsidiary;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary any Borrower or a Joint VentureRestricted Subsidiary; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;and
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments consisting of an Investment permitted under clause (m) of by Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;9.15.
Appears in 1 contract
Samples: Reducing Revolving and Term Loan Agreement (Station Casinos Inc)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Execution Date and disclosed in Schedule 6.102 hereto, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing);
(b) Indebtedness and Guaranty Obligations under the Loan Finance Documents;
(c) Subject to compliance with Section 6.16Clause C.16 hereof, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower the Guarantor or to any other Restricted Subsidiary, or of Borrower the Guarantor to any Restricted Subsidiary;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis pro forma basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 2.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis pro forma basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 2.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 1010.0% of Borrowerthe Guarantor’s consolidated trailing twelve month EBITDA as of Borrowerthe Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred to finance the purchase, purchase or construction or improvement of real property used in the business of Borrower the Guarantor or any of its Restricted Subsidiaries;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20Clause C.20 hereof;
(h) Subject to compliance with Section 6.16Clause C.16 hereof, unsecured Guaranty Obligations in support of the obligations of a Wholly-Wholly Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Wholly Owned Subsidiary or a Joint Venture are not prohibited by this AgreementAnnex F;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition Acquisition (other than Indebtedness incurred solely in contemplation of such acquisitionAcquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (mj) of Section 6.16Clause C.16 hereof;
(k) Indebtedness incurred by Borrower the Guarantor or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrowerthe Guarantor’s consolidated trailing twelve month EBITDA as of Borrowerthe Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(l) Permitted Additional Senior Indebtedness if, immediately before and after giving effect to the incurrence thereof, the Total Leverage Ratio (calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) would not be greater than 4.25 to 1.00;
(m) Indebtedness of an ECA Borrower and ECA Guarantors under a Permitted ECA Financing; provided that if immediately before or after giving effect to the incurrence of any such Indebtedness the Senior Secured Leverage Ratio (calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) exceeds 2.50 to 1.00, then no additional Indebtedness may be incurred under this clause (m) if (or that would otherwise cause) the sum of (i) the aggregate outstanding principal amount of all Indebtedness under this clause (m) incurred at a time when the Senior Secured Leverage Ratio (calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) exceeded 2.50 to 1.00 plus (ii) the aggregate amount of Investments then outstanding that were made under Clause C.16(l) hereof at a time when the Senior Secured Leverage Ratio (calculated on a pro forma basis after giving effect to the making of such Investment) exceeded 2.50 to 1.00, would exceed the sum of (x) $50,000,000 plus (y) 10.0% of the Guarantor’s consolidated trailing twelve month EBITDA as of the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(n) Unsecured Guaranty Obligations of the Guarantor in respect of Indebtedness relating to Permitted ECA Financings and permitted by Clause C.10(m) hereof;
(o) Indebtedness in a principal aggregate amount not to exceed the greater of (i) $50,000,000 and (ii) 25.0% of the Guarantor’s consolidated trailing twelve month EBITDA as of the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available, at any time outstanding;
(p) Obligations under Bank Products; and
(q) Indebtedness and Guaranty Obligations under any Debt Facility and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate amount at any time outstanding up to (i) the greater of (x) $500,000,000 and (y) 250.0% of the Guarantor’s consolidated trailing twelve month EBITDA as of the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available (determined on a Pro Forma Basis), less (ii) the sum of the aggregate principal amount of all secured Indebtedness then outstanding under the Finance Documents or incurred under Clause C.10(m) hereof (such maximum amount as of the date of determination, the “Secured Debt Facility Cap”); provided that all Indebtedness owed by the Guarantor to a Subsidiary (other than the Borrower) shall be subordinated pursuant to an Affiliate Subordination Agreement; and provided, further, that all Indebtedness owed under the Credit Agreement shall be incurred under Clause C.10(q) hereof.
Appears in 1 contract
Samples: Credit Agreement (Viasat Inc)
Indebtedness and Guaranty Obligations. Create, incur or ------------------------------------- assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.106.10 (other than Indebtedness ------------- described herein to be paid off with Advances hereunder), and refinancings, refinancings ,renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) owed to Borrower, Parent or any of their domestic Subsidiaries and guarantees by Parent, Borrower or any of their Subsidiaries of any Restricted Subsidiary to of the obligations of Parent, Borrower or any of their Subsidiaries that are otherwise permitted to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiarybe incurred hereunder;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) Obligations, provided that the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding aggregate principal amount of such -------- Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of $25,000,000 at any one time outstanding (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis determined in accordance with GAAP are availableconsistently applied);
(e) Indebtedness incurred to finance the purchasepurchase or construction of capital assets (which shall be deemed to exist if the Indebtedness is incurred at or within 90 days before or after the purchase or construction of the capital asset), construction or improvement to refinance any such Indebtedness, provided that the aggregate principal amount of real property used such -------- Indebtedness incurred after the Closing Date shall not exceed $15,000,000 at any one time outstanding (as determined in the business of Borrower or any of its Restricted Subsidiariesaccordance with GAAP consistently applied);
(f) Subordinated Obligations, and Indebtedness incurred after the Closing Date by Borrower in favor of a seller of a business acquired in a Permitted Acquisition; provided the aggregate principal amount of all such Indebtedness shall not exceed $5,000,000 at any Permitted Refinancing Indebtedness in respect thereofone time outstanding;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Subordinated Obligations in support of such amount as may be approved in writing by the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this AgreementRequisite Lenders;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
Appears in 1 contract
Samples: Credit Agreement (West Marine Inc)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, including the Indebtedness and Guaranty Obligations owing to the Secured Creditors under (and as defined in) the Intercreditor Agreement, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary owed to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiaryits Subsidiaries;
(d) Indebtedness consisting of (i) Capital Lease Obligations Obligations, or (ii) otherwise incurred to finance all the purchase or any part construction of capital assets (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) which shall be deemed to exist if the Indebtedness is incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with at or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately 90 days before or after giving effect the purchase or construction of the capital asset), or to the incurrence of refinance any such Indebtedness, provided that the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding aggregate principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall in any Fiscal Year does not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available10,000,000;
(e) Indebtedness incurred to finance Subordinated Obligations in such amount as may be approved in writing by the purchase, construction or improvement of real property used in the business of Borrower or any of its Restricted SubsidiariesRequisite Lenders;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;consisting of debt securities for which the Net Cash Issuance Proceeds will be applied as a mandatory prepayment pursuant to Section 3.1(f); -67- 74
(g) Indebtedness under Hedging Agreements permitted under Section 6.20consisting of Interest Rate Protection Agreements;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; Subsidiary, provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;; and
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at Additional Senior Indebtedness, provided that the time holder(s) of such acquisition (other than Additional Senior Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from become a party to the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;Intercreditor Agreement.
Appears in 1 contract
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Execution Date and disclosed in Schedule 6.102 hereto, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing);
(b) Indebtedness and Guaranty Obligations under the Loan Finance Documents;
(c) Subject to compliance with Section 6.16Clause C.16 hereof, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower the Guarantor or to any other Restricted Subsidiary, or of Borrower the Guarantor to any Restricted Subsidiary;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 3.25 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 3.25 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 1010.0% of Borrowerthe Guarantor’s consolidated trailing twelve month EBITDA as of Borrowerthe Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred to finance the purchase, construction or improvement of real property used in the business of Borrower the Guarantor or any of its Restricted Subsidiaries;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20Clause C.20 hereof;
(h) Subject to compliance with Section 6.16Clause C.16 hereof, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this AgreementAnnex F;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition Acquisition (other than Indebtedness incurred solely in contemplation of such acquisitionAcquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (mk) of Section 6.16Clause C.16 hereof;
(k) Indebtedness incurred by Borrower the Guarantor or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrowerthe Guarantor’s consolidated trailing twelve month EBITDA as of Borrowerthe Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(l) Permitted Additional Indebtedness and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) so long as the Total Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness (assuming the borrowing of the maximum credit thereunder) and the application of the proceeds therefrom) would not be greater than the then-applicable Total Leverage Ratio financial covenant level set forth in Clause C.13 hereof.
(m) Indebtedness of (i) any ECA Borrower and any ECA Guarantor under a Permitted ECA Financing and (ii) any Foreign Restricted Subsidiary; provided that if immediately before or after giving effect to the incurrence of any such Indebtedness the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) exceeds 3.25 to 1.00, then no additional Indebtedness may be incurred under this clause (m) if (or that would otherwise cause) the aggregate outstanding principal amount of all Indebtedness under this clause (m) incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) exceeded 3.25 to 1.00 would exceed the sum of (x) $50,000,000 plus (y) 10.0% of the Guarantor’s consolidated trailing twelve month EBITDA as of the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(n) Guaranty Obligations of the Guarantor in respect of Indebtedness relating to Permitted ECA Financings and permitted by Clause C.10(m) hereof (which Guaranty Obligations shall be unsecured except for any security interest in, and/or pledge of, Equity Interests in any ECA Borrower and any ECA Guarantor and any dividends, stocks, shares, warrants, securities, rights, monies or other property accruing on or that constitute proceeds of such Equity Interests);
(o) Indebtedness in a principal aggregate amount at any time outstanding not to exceed the greater of (i) $50,000,000 and (ii) an amount equal to 25.0% of the Guarantor’s consolidated trailing twelve month EBITDA as of the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available; and
(p) Obligations under Bank Products; provided that all Indebtedness owed by the Guarantor to a Subsidiary (other than the Borrower) shall be subordinated pursuant to an Affiliate Subordination Agreement.
Appears in 1 contract
Indebtedness and Guaranty Obligations. CreateThe Company shall not, incur and shall not permit any of its Subsidiaries to, create, incur, assume or assume suffer to exist any Indebtedness or Guaranty Obligation Obligations, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Senior Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing);
(b) Indebtedness and Guaranty Obligations under to or in favor of the Loan Collateral Agent pursuant to this Agreement and the other Transaction Documents;
(c) Subject to compliance with Indebtedness of the Company or any of its Subsidiaries existing on the date hereof and listed in Section 6.16, unsecured Indebtedness 8.4 of the Disclosure Schedule (and unsecured Guaranty Obligations with extensions, renewals and refinancings thereof on terms no less favorable in any material respect thereto) of any Restricted Subsidiary to Borrower than those existing before such extension, renewal or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiaryrefinancing);
(d) Purchase money Indebtedness consisting (including Capitalized Leases) hereafter incurred by the Company or any of its Subsidiaries to finance the purchase of fixed assets provided that (i) Capital Lease Obligations or the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $500,000 during any fiscal year; (ii) otherwise such Indebtedness when incurred to finance all or any part shall not exceed the purchase price of (Xthe assets(s) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations financed; and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) no such Indebtedness shall be incurred concurrently with or within twelve (12) months following refinanced for a principal amount in excess of the purchase, lease, construction, installation, improvement, design, repair or maintenance principal balance outstanding thereon at the time of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred that is expressly subordinate to finance the purchase, construction or improvement of real property used monetary obligations arising under this Agreement pursuant to a written subordination agreement in form and substance reasonably acceptable to the business of Borrower or any of its Restricted SubsidiariesPurchasers;
(f) Subordinated Obligations, Contingent liabilities arising out of endorsements of checks and any Permitted Refinancing Indebtedness other negotiable instruments for deposit or collection in respect thereofthe ordinary course of business;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16To the extent not mentioned above, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accruals and accounts receivable payable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;borrowed money; and
Appears in 1 contract
Samples: Subordinated Note and Series a Convertible Preferred Stock Purchase Agreement (Analex Corp)
Indebtedness and Guaranty Obligations. Create, incur incur, assume or assume permit to exist any Indebtedness or Guaranty Obligation except:Obligations except for the following (“Permitted Indebtedness”):
(ai) Indebtedness and or Guaranty Obligations of the Loan Parties under the Credit Documents;
(ii) Indebtedness of the Loan Parties listed in Schedule 5.02(a) and existing on the Closing Date date of this Agreement and disclosed in Schedule 6.10, and refinancingsextensions, renewals, extensions or amendments refinancings and replacements thereof that do not increase the outstanding principal amount thereof (except by an amount no greater than the sum inclusive of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, premiums and reasonable fees and expenses incurred in connection with the foregoingexpenses);
(biii) Indebtedness and Guaranty Obligations under of the Loan DocumentsParties in respect of Permitted Indebtedness of other Loan Parties;
(civ) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower or the Loan Parties to any other Restricted Subsidiary, or of Borrower to any Restricted SubsidiaryLoan Party;
(dv) The Mezzanine Debt and any extensions, renewals, refinancings and replacements thereof; provided that any such extension, renewal, refinancing or replacement (A) does not increase the outstanding principal amount thereof (inclusive of premiums and fees and expenses) (except as a result of any PIK Payments (as such term is defined in the Securities Purchase Agreement)) or result in an earlier maturity date or decreased weighted average life thereof, (B) contains subordination provisions at least as favorable to the Lenders as those in the Securities Purchase Agreement, (C) does not contain mandatory prepayment, redemption provisions or any sinking fund requirements which are more adverse to the Administrative Agent and the Lenders than those contained in the Securities Purchase Agreement and (D) does not provide for the Mezzanine Debt to be secured by any assets of the Borrower or its Subsidiaries;
(vi) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all the purchase or any part construction of capital assets (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) which shall be deemed to exist if the Indebtedness is incurred therewith shall not exceed one hundred percent (100%) at or within 180 days before or after the purchase or construction of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (icapital asset) or (ii) of a Subsidiary acquired after the date hereof, which Indebtedness existed at the time of such acquisition and was not incurred in contemplation of such acquisition and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof (except by an amount no greater than the sum inclusive of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, premiums and reasonable fees and expenses incurred in connection with the foregoingexpenses); provided that, in that the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding aggregate principal amount of such Indebtedness incurred at a time when after the Senior Secured Leverage Ratio Closing Date under clauses (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness i) and the application of the proceeds therefrom(ii) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available3,000,000 outstanding at any time;
(evii) Indebtedness incurred of the Loan Parties under Lender Rate Contracts entered into with respect to finance the purchaseLoans, construction or improvement provided that (A) all such Lender Rate Contracts are entered into in connection with bona fide hedging operations and not for speculation and (B) the aggregate notional principal amount under all such Rate Contracts does not exceed the Effective Amount of real property used in the business of Borrower or Loans at any of its Restricted Subsidiariestime;
(fviii) Subordinated Obligations, and any Permitted Refinancing Other Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed $5,000,000 at any time outstanding; and
(ix) Indebtedness evidenced by the greater Letters of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared Credit set forth on a consolidated basis in accordance with GAAP are available;Schedule III.
Appears in 1 contract
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto(i) owed to any Credit Party and (ii) owing by a non-Credit Party Subsidiary of any Restricted Subsidiary to Borrower or Parent to any other Restricted Subsidiary, or non-Credit Party Subsidiary of Borrower to any Restricted SubsidiaryParent;
(d) Guaranty Obligations of Parent and ResMed, and Indebtedness consisting and Guaranty Obligations of Resmed Limited, Resmed SA. (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructureFrance), Resmed GmbH & Co. KG (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicableGermany), Resmed (UK) Ltd. and any Take Air Medical GmbH, owing to HSBC (and refinancings, renewals, extensions or amendments of such Indebtedness under clause thereof), subject (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of such Guaranty Obligations of Parent and ResMed only) to HSBC’s prior or contemporaneous execution and delivery to Administrative Agent of the HSBC Agreements; provided that no payments shall be made on account of such Guaranty Obligations of Parent or ResMed at any Indebtedness incurred under time during the term of this clause (d)Agreement, if immediately before or after giving effect except to the incurrence of any such Indebtedness, extent permitted under the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are availableHSBC Agreements;
(e) Indebtedness consisting of Capital Lease Obligations, or otherwise incurred to finance the purchasepurchase or construction of fixed capital assets (which shall be deemed to exist if the Indebtedness is incurred at or within 90 days before or after the purchase or construction of the capital asset), or to refinance any such Indebtedness, provided that the aggregate principal amount of such Credit Parties’ Indebtedness incurred in any Fiscal Year does not exceed $2,000,000;
(f) Indebtedness incurred to finance the purchase or construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereofCredit Party;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20Credit Party Subordinated Obligations in such amount as may be approved in writing by the Administrative Agent and the Requisite Lenders, and Non-Credit Party Subordinated Obligations;
(h) Subject Indebtedness consisting of Interest Rate Protection Agreements entered into by any Credit Party or any other Subsidiary of Parent;
(i) Indebtedness of Parent consisting of guaranties of Parent’s Subsidiaries arising in the ordinary course of business and consistent with past practices, including but not limited to compliance with Section 6.16, unsecured guaranties of lease obligations of such Subsidiaries;
(j) Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; Subsidiary, provided that such obligations of a such Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;; and
(k) Other Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) the Credit Parties not to exceed $25,000,000 2,000,000, and (ii) 12.5% the non-Credit Party Subsidiaries of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis Parent not to exceed $5,000,000; each in accordance with GAAP are available;the aggregate at any time during the term hereof.
Appears in 1 contract
Indebtedness and Guaranty Obligations. CreateThe Company shall not, incur and shall not permit any of its Subsidiaries to, create, incur, assume or assume suffer to exist any Indebtedness or Guaranty Obligation Obligations, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Senior Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing);
(b) Indebtedness and Guaranty Obligations under to or in favor of the Loan Collateral Agent pursuant to this Agreement and the other Transaction Documents;
(c) Subject Series A Indebtedness to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) or in favor of any Restricted Subsidiary the Collateral Agent pursuant to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiarythe Series A Purchase Agreement;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all the Company or any part of (X) its Subsidiaries existing on the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations date hereof and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, listed in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) Section 8.4 of the price Disclosure Schedule (and extensions, renewals and refinancings thereof on terms no less favorable in any material respect than those existing before such extension, renewal or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicablerefinancing), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Purchase money Indebtedness (including Capitalized Leases) hereafter incurred to finance by the purchase, construction or improvement of real property used in the business of Borrower Company or any of its Restricted SubsidiariesSubsidiaries to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $500,000 during any fiscal year; (ii) such Indebtedness when incurred shall not exceed the purchase price of the assets(s) financed; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing;
(f) Subordinated Obligations, Indebtedness that is expressly subordinate to the monetary obligations arising under this Agreement pursuant to a written subordination agreement in form and any Permitted Refinancing Indebtedness in respect thereofsubstance reasonably acceptable to the Purchasers;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20Contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(h) Subject to compliance with Section 6.16To the extent not mentioned above, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accruals and accounts receivable payable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;borrowed money; and
Appears in 1 contract
Samples: Purchase Agreement (Analex Corp)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)7.9;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject Pari Passu Term Debt in an aggregate principal amount which is not in excess of $235,000,000, provided that the principal amount of Pari Passu Term Debt which is permitted to compliance with be issued pursuant to this clause (c) shall be reduced by the amount of any increases to the Commitment made pursuant to Section 6.162.6, unsecured Indebtedness (and unsecured Guaranty Obligations with of Parent and the Restricted Subsidiaries in respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted SubsidiaryPari Passu Term Debt;
(d) Indebtedness consisting of (i) Capital Lease Permitted Subordinated Obligations or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long asPermitted Senior Unsecured Obligations, in each case issued when no Default or Event of Default has occurred and remains continuing, provided that giving pro forma effect to the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments issuance of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application as of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s then most recent recently ended Fiscal Quarter end for which financial statements prepared on a consolidated basis are required to have been delivered pursuant to Section 9.1(b), no Default or Event of Default would exist in accordance with GAAP are availablerespect of Section 7.11;
(e) Indebtedness incurred to finance Purchase Money Obligations; provided that the purchaseaggregate principal amount of the Purchase Money Obligations outstanding at any time under this clause (e) does not exceed $25,000,000; and provided further that upon the incurring of any Purchase Money Obligations, construction any Lien created by the Collateral Documents on such capital assets shall be terminated and the Administrative Agent shall execute and deliver such releases of such Lien on such capital assets as Parent or improvement of real property used in the business of Borrower or any of its Restricted SubsidiariesBorrowers may request;
(f) Subordinated ObligationsIndebtedness of Parent or Borrowers consisting of one or more Secured Swap Agreements (and related Guaranty Obligations with respect to obligations of Parent and the Borrowers under such Swap Agreements); provided, and that the aggregate notional amount of Indebtedness covered by all Secured Swap Agreements does not exceed $600,000,000 at any Permitted Refinancing Indebtedness in respect thereoftime;
(g) Indebtedness under Hedging Guaranty Obligations of Parent consisting of Support Agreements: (i) in support of the Auburn Project (on an unlimited basis), (ii) in support of the construction of additional amenities at the Green Valley Casino having an initial construction budget not in excess of $50,000,000, and (iii) following the termination of the Green Valley Make Well Agreement, in respect of other New Ventures, provided that the exposure incurred by Parent in respect of such Support Agreements permitted under Section 6.20for such other New Ventures shall be expressly limited therein to an aggregate amount which is not in excess of $50,000,000;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations of Parent in support of the obligations of a Wholly-Owned Subsidiary any Borrower or a Joint VentureRestricted Subsidiary; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;and
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at Borrowers and the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness Restricted Subsidiaries to Parent, Borrowers or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any another Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;Subsidiary.
Appears in 1 contract
Samples: Loan Agreement (Station Casinos Inc)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) The Existing Senior Notes, the Existing Subordinated Notes and other Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)7.9;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject Indebtedness consisting of Permitted Subordinated Notes and Permitted Senior Notes, in each case issued when no Default or Event of Default has occurred and remains continuing, provided that giving pro forma effect to compliance with the issuance of such Indebtedness as of the then most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 6.168.1(b), unsecured Indebtedness (and unsecured Guaranty Obligations with no Default or Event of Default would exist in respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted SubsidiarySection 7.11;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) Purchase Money Obligations; provided that the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) aggregate principal amount of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and Purchase Money Obligations outstanding at any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred time under this clause (d), if immediately before or after giving effect to ) does not exceed $25,000,000; and provided further that upon the incurrence incurring of any Purchase Money Obligations, any Lien created by the Collateral Documents on such Indebtedness, capital assets shall be terminated and the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence Administrative Agent shall execute and deliver such releases of such Indebtedness and Lien on such capital assets as Parent or the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are availableBorrowers may request;
(e) Indebtedness incurred of Parent or Borrowers consisting of one or more Secured Swap Agreements (and related Guaranty Obligations with respect to finance obligations of Parent and the purchaseBorrowers under such Swap Agreements); provided, construction or improvement that the aggregate notional amount of real property used in the business of Borrower or Indebtedness covered by all Secured Swap Agreements does not exceed $750,000,000 at any of its Restricted Subsidiariestime;
(f) Subordinated ObligationsGuaranty Obligations consisting of Support Agreements:
(i) of Parent and GV Ranch Station, Inc. which exist as of the Closing in support of Thunder Valley and the Green Valley Ranch Station Casino which are described on Schedule 7.9, and extensions thereof;
(ii) of Parent and in any Permitted Refinancing Indebtedness Native American Subsidiaries which are associated with such project in support of the Gun Lake Project, provided that to the extent that the supported amount of the capital budget for that project exceeds $250,000,000, the exposure incurred in respect thereofof such Support Agreements shall be expressly limited to an aggregate amount which is not in excess of $250,000,000;
(iii) of Parent and in any Native American Subsidiaries which are associated with such project in support of the Mechoopda - Chico Tribe Project, provided that to the extent that the supported amount of the capital budget for that project exceeds $80,000,000, the exposure incurred in respect of such Support Agreements shall be expressly limited to an aggregate amount which is not in excess of $80,000,000; and
(iv) of Parent and of any of its Subsidiaries (other than the Borrowers) in support of other capital projects entered into in conjunction with Persons which are not Subsidiaries of the Parent (or to augment the permitted size of Support Agreements in respect of the Gun Lake Project and the Mechoopda - Chico Tribe Project), provided that the exposure incurred by Parent and its Subsidiaries in respect of such Support Agreements shall be expressly limited to an aggregate amount which is not in excess of $100,000,000;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations of Parent in support of the obligations of a Wholly-Owned Subsidiary any Borrower or a Joint VentureRestricted Subsidiary; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;and
(ih) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at Borrowers and the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness Restricted Subsidiaries to Parent, Borrowers or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any another Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;Subsidiary.
Appears in 1 contract
Samples: Loan Agreement (Station Casinos Inc)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiary;
(d) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of the (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), ) or to (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) finance satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the applicable purchase, design, lease, construction, repair, maintenance, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, services and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, design, lease, construction, installationrepair, improvementmaintenance, design, repair installation or maintenance improvement of such Property or incurrence of such premiums or launch services, as applicable), and ) or to refinance any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis pro forma basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 2.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis pro forma basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 2.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are availableend;
(e) Indebtedness incurred to finance the purchase, purchase or construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Wholly Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Wholly Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed $25,000,000;
(l) Permitted Additional Senior Indebtedness if, immediately before and after giving effect to the incurrence thereof, the Total Leverage Ratio (calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) would not be greater of than 3.25 to 1.00; and
(im) other Indebtedness in a principal aggregate amount not to exceed $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on at any time outstanding ;provided that all Indebtedness owed by Borrower or a consolidated basis in accordance with GAAP are available;Subsidiary Guarantor to a Subsidiary that is not a Subsidiary Guarantor shall be subordinated pursuant to an Affiliate Subordination Agreement.
Appears in 1 contract
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness of Borrower in respect of the Existing Subordinated Obligations, and Guaranty Obligations in respect thereof executed by Restricted Subsidiaries which have issued guarantees of the Obligations hereunder and which are subordinated on the same terms as the Existing Subordinated Obligations;
(b) other Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)6.8;
(bc) Indebtedness and Guaranty Obligations under the Loan Documents;
(cd) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary owed to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiary;
(de) New Subordinated Obligations (and Guaranty Obligations issued by Persons which have guaranteed the Obligations and which are subordinated on the same terms), all of the proceeds of which are used to refinance Existing Subordinated Obligations;
(f) in addition to any such obligations described on Schedule 6.8, Indebtedness consisting of (i) Capital Lease Obligations Obligations, structured or (ii) otherwise incurred to finance all synthetic leases, or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred to finance the purchasepurchase or construction of capital assets (which shall be deemed to have been so incurred if the Indebtedness is incurred at or within 90 days before or after the purchase or construction of the capital asset), construction or improvement to refinance any such Indebtedness, provided that the aggregate principal amount of real property used in the business of Borrower or any of its Restricted Subsidiaries;
all outstanding Indebtedness under this clause (f) Subordinated Obligations, and does not exceed $35,000,000 at any Permitted Refinancing Indebtedness in respect thereoftime;
(g) Indebtedness under Hedging consisting of one or more Swap Agreements, provided that the aggregate notional amount of Indebtedness covered by all Secured Swap Agreements permitted under Section 6.20shall not exceed $125,000,000;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; Restricted Subsidiary, provided that (i) such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;, (ii) no Disposition has been made of any equity interests of such Subsidiary in breach of Section 6.2, and (iii) Borrower and its other Restricted Subsidiaries shall not issue Guaranty Obligations in support of the Xxxx Haus Note or the other Indebtedness and obligations of Xxxx Haus, LLC; and
(i) Indebtedness consisting of Securityholder Notes issued in consideration of the repurchase or redemption of securities of Borrower to the extent that such repurchase or redemption is necessary to prevent a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;License Revocation.
Appears in 1 contract
Indebtedness and Guaranty Obligations. CreateThe Company shall not create, incur incur, assume or assume suffer to exist any Indebtedness or Guaranty Obligation Obligations, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Senior Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing);
(b) Indebtedness of the Company existing on the date hereof (and Guaranty Obligations under the Loan Documentsextensions, renewals and refinancings thereof on terms no less favorable in any material respect than those existing before such extension, renewal or refinancing);
(c) Subject to compliance with Section 6.16, unsecured Purchase money Indebtedness (including Capitalized Leases) hereafter incurred by the Company to finance the purchase of fixed assets provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the assets(s) financed; and unsecured Guaranty Obligations with respect thereto(ii) no such Indebtedness shall be refinanced for a principal amount in excess of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or the principal balance outstanding thereon at the time of Borrower to any Restricted Subsidiarysuch refinancing;
(d) Indebtedness consisting Contingent liabilities arising out of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part endorsements of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations checks and other ground infrastructure), (Y) the design, repair negotiable instruments for deposit or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, collection in the case ordinary course of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are availablebusiness;
(e) Indebtedness incurred to finance To the purchaseextent not mentioned above, construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated Obligations, accruals and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable payable in the ordinary course of business not for borrowed money;
(f) Intercompany Debt;
(g) Note Indebtedness;
(h) Indebtedness incurred in connection with an aggregate principal amount outstanding at any one time not to exceed the greater acquisition approved by Company’s Board of Directors; and
(i) Any other Indebtedness that in the aggregate does not exceed $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;3,000,000.
Appears in 1 contract
Samples: Subordinated Note and Common Stock Purchase Agreement (Horne International, Inc.)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of owed to any Restricted Subsidiary to Borrower or any of the Subsidiary Guarantors; provided, that any such Indebtedness owing by Day Runner to any other Restricted Subsidiary, or Subsidiary of Borrower to any Restricted SubsidiaryDay Runner constitutes Subordinated Obligations;
(d) Indebtedness consisting of (i) Capital Lease Obligations Obligations, or (ii) otherwise incurred to finance all the purchase or any part construction of capital assets (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) which shall be deemed to exist if the Indebtedness is incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with at or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately 180 days before or after giving effect the purchase or construction of the capital asset), or to the incurrence of refinance any such Indebtedness, provided that the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding aggregate principal amount of such Indebtedness incurred outstanding at a any time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall does not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available5,000,000;
(e) Indebtedness incurred consisting of Interest Rate Protection Agreements entered into in order to finance manage existing or anticipated interest rate risks and not for speculative purposes and subordinated to the purchase, construction or improvement rights of real property used the Lenders hereunder in a manner that is acceptable to the business of Borrower or any of its Restricted SubsidiariesRequisite Lenders;
(f) Indebtedness constituting Subordinated Obligations, and ; provided that the aggregate principal amount thereof does not exceed $25,000,000 at any Permitted Refinancing Indebtedness in respect thereoftime outstanding;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;the Tender Offer Notes; and
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support other Indebtedness that is not secured by a Lien on any Property of any Borrower or any of the obligations Subsidiaries of a Wholly-Owned Subsidiary or a Joint Ventureany Borrower; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding thereof does not exceed $2,000,000 at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;time.
Appears in 1 contract
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation exceptEXCEPT:
(a) Indebtedness and Guaranty Obligations existing on the Closing Amendment Effective Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)SCHEDULE 9.9;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with in respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiarythe Term Loan Agreement;
(d) Permitted Subordinated Debt that refinances the Existing Subordinated Debt in a principal amount not in excess of the principal amount of such Existing Subordinated Debt (PLUS any redemption or prepayment premium) then outstanding;
(e) Permitted Subordinated Debt in a principal amount not in excess of $300,000,000;
(f) Completion Guaranties and Keep Well Agreements in respect of construction projects undertaken by an Unrestricted New Venture Entity, PROVIDED that (i) the aggregate exposure to Parent under all such Completion Guaranties and Keep Well Agreements does not exceed $25,000,000 and (ii) any amount actually paid by Parent in respect thereof shall be an Investment in the New Venture Entity subject to Section 9.14;
(g) Indebtedness consisting of (i) Capital Lease Obligations or Obligations, (ii) Guaranty Obligations incurred, or letters of credit issued, as credit enhancement for bonds issued by 000 Xxxxxxx Xxxxxxxxxxxxxx Development District, a Missouri municipal transportation district, or (iii) Indebtedness otherwise incurred to finance all the purchase or any part construction of capital assets (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) which shall be deemed to exist if the Indebtedness is incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with at or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately 180 days before or after giving effect the purchase or construction of the capital asset, or to the incurrence of refinance any such Indebtedness), PROVIDED that the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding aggregate principal amount of such Indebtedness incurred outstanding at a time any time, when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect added to the incurrence Indebtedness of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00Borrowers then outstanding permitted by Section 6.7(e), shall does not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred to finance the purchase, construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.2025,000,000;
(h) Subject Indebtedness consisting of one or more Swap Agreements;
(i) Indebtedness of a Restricted Subsidiary owed to compliance with Section 6.16Parent, unsecured any Borrower or another Restricted Subsidiary;
(j) Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary any Borrower or a Joint VentureRestricted Subsidiary; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;and
(k) Indebtedness incurred Guaranty Obligations consisting of an Investment permitted by Borrower or any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business in an aggregate principal amount outstanding at any one time not to exceed the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;Section 9.15.
Appears in 1 contract
Samples: Reducing Revolving Loan Agreement (Station Casinos Inc)
Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:
(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.106.9, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing)thereof;
(b) Indebtedness and Guaranty Obligations under the Loan Documents;
(c) Subject Indebtedness owed to compliance with Section 6.16Borrower by a Subsidiary of Borrower, unsecured Indebtedness (owed to a Wholly-Owned Subsidiary of Borrower by Borrower and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiary;
(d) Indebtedness of Borrower consisting of one or more Swap Agreements; provided, that the aggregate notional amount of Indebtedness covered by all Secured Swap Agreements shall not exceed the principal amount of the Commitments;
(ie) Indebtedness consisting of Capital Lease Obligations or (ii) other Indebtedness otherwise incurred to finance all the purchase or construction of capital assets (which shall be deemed to exist if the Indebtedness is incurred at or within 180 days before or after the purchase or construction of the capital asset, or to refinance any part of such Indebtedness); provided that (Xi) the purchase, lease, construction, installation or improvement aggregate principal amount of such Indebtedness outstanding at any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause time does not exceed $10,000,000; (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to upon the incurrence of any such Indebtedness, any Lien created by the Senior Secured Leverage Ratio (calculated Collateral Documents on a Pro Forma Basis after giving effect to such capital assets shall be terminated and the incurrence Administrative Agent shall execute and deliver such releases of such Indebtedness Lien on such capital assets as Borrower may request; and the application of the proceeds therefrom(iii) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, under this Agreement shall not exceed the sum be deemed for purposes of this clause (xf) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness to have been incurred to finance the purchase, purchase or construction of capital assets or improvement of real property used in the business of Borrower or to have refinanced any of its Restricted Subsidiariessuch Indebtedness;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(i) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (other than Indebtedness incurred solely in contemplation of such acquisition);
(j) Indebtedness or Guaranty Obligations incurred in connection with Investments permitted under clause (m) of Section 6.16;
(k) Indebtedness incurred by Borrower or any Restricted Subsidiary arising from following the factoring or securitizing of accounts receivable Completion Date in the ordinary course of business in an aggregate principal amount outstanding at not in excess of $5,000,000, with payment, pricing and other terms no more favorable to Borrower than those applicable to the Loans;
(g) Subordinated Obligations incurred when no Default or Event of Default exists or would result therefrom; and
(h) Guaranty Obligations in support of the obligations of a Subsidiary of Borrower that are not prohibited by the proviso to this Section; provided that, notwithstanding the foregoing, Borrower shall not permit any one time not Subsidiary to exceed the greater of create, incur, assume or suffer to exist any Indebtedness or Guaranty Obligation, except (ia) $25,000,000 and any Subsidiary Guaranty or (iib) 12.5% Indebtedness owed to Borrower or another Subsidiary of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;.
Appears in 1 contract
Samples: Loan Agreement (Station Casinos Inc)
Indebtedness and Guaranty Obligations. Create, incur incur, assume or assume permit to exist any Indebtedness or Guaranty Obligation except:Obligations except for the following (“Permitted Indebtedness”):
(ai) Indebtedness and or Guaranty Obligations existing on of the Closing Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or amendments that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing);
(b) Indebtedness and Guaranty Obligations Loan Parties under the Loan Credit Documents;
(c) Subject to compliance with Section 6.16, unsecured Indebtedness (and unsecured Guaranty Obligations with respect thereto) of any Restricted Subsidiary to Borrower or to any other Restricted Subsidiary, or of Borrower to any Restricted Subsidiary;
(dii) Indebtedness consisting of (i) Capital Lease Obligations or (ii) otherwise incurred to finance all or any part of (X) the purchase, lease, construction, installation or improvement of any Property (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services (so long as, in the case of this clause (ii) (A) the Indebtedness incurred therewith shall not exceed one hundred percent (100%) of the price or cost Loan Parties listed in Schedule 5.02(a) and existing on the date of the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or such premiums or launch services, as applicable, and (B) such Indebtedness shall be incurred concurrently with or within twelve (12) months following the purchase, lease, construction, installation, improvement, design, repair or maintenance of such Property or incurrence of such premiums or launch services, as applicable), and any refinancings, renewals, extensions or amendments of such Indebtedness under clause (i) or (ii) that do not increase the amount thereof (except by an amount no greater than the sum of unpaid accrued interest thereon, any premium reasonably determined to be necessary to accomplish such transaction, any original issue discount on such refinancing, renewing, extending or replacement Indebtedness, and reasonable fees and expenses incurred in connection with the foregoing); provided that, in the case of any Indebtedness incurred under this clause (d), if immediately before or after giving effect to the incurrence of any such Indebtedness, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, the outstanding principal amount of such Indebtedness incurred at a time when the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) is greater than 3.50 to 1.00, shall not exceed the sum of (x) $50,000,000 plus (y) 10% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available;
(e) Indebtedness incurred to finance the purchase, construction or improvement of real property used in the business of Borrower or any of its Restricted Subsidiaries;
(f) Subordinated Obligations, and any Permitted Refinancing Indebtedness in respect thereof;
(g) Indebtedness under Hedging Agreements permitted under Section 6.20;
(h) Subject to compliance with Section 6.16, unsecured Guaranty Obligations in support of the obligations of a Wholly-Owned Subsidiary or a Joint Venture; provided that such obligations of a Wholly-Owned Subsidiary or a Joint Venture are not prohibited by this Agreement;
(iiii) Indebtedness of a Person acquired in a Permitted Acquisition which is outstanding at the time of such acquisition (Loan Parties to any other than Indebtedness incurred solely in contemplation of such acquisition)Loan Party;
(jiv) Indebtedness or Guaranty Obligations incurred of the Loan Parties under Lender Rate Contracts entered into with respect to the Loans; provided that (A) all such Lender Rate Contracts are entered into in connection with Investments permitted bona fide hedging operations and not for speculation and (B) the aggregate notional principal amount under clause (m) all such Rate Contracts does not exceed the Effective Amount of Section 6.16the Loans at any time;
(kv) Guaranty Obligations of any Loan Party in respect of Permitted Indebtedness incurred by Borrower or of any Restricted Subsidiary arising from the factoring or securitizing of accounts receivable in the ordinary course of business other Loan Party;
(vi) Capital Leases in an aggregate principal amount outstanding not to exceed $2,000,000 at any one time outstanding;
(vii) Indebtedness used to finance the purchase of slot machines in an aggregate principle amount not to exceed the greater $2,000,000 at any one time outstanding;
(viii) Subordinated Indebtedness in favor of (i) Xxxxxxx in an aggregate amount not to exceed $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA 504,004 as of Borrower’s most recent Fiscal Quarter end for the date hereof (the “Xxxxxxx Subordinated Indebtedness”), which financial statements prepared on Xxxxxxx Subordinated Indebtedness shall be subject to a consolidated basis subordination agreement satisfactory to the Administrative Agent including payment and remedy blockage provisions upon the occurrence of a Default or Event of Default; and
(ix) Additional Indebtedness in accordance with GAAP are available;an amount not to exceed $2,000,000 outstanding at any time.
Appears in 1 contract
Samples: Credit Agreement (Sands Regent)
