Indebtedness Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness existing on the Effective Date and set forth on Schedule 6.01(b) hereto and extensions, renewals and replacements of any such Indebtedness including the Alternative Financing or the issuance of the New Senior Notes that unless otherwise provided herein do not increase the outstanding principal amount or change the parties directly or indirectly responsible for payment thereof; provided that any such Alternative Financing or New Senior Notes refinancing (A) shall be unsecured, (B) shall not mature before a date eight years from such new issuance date, and (C) shall not be deemed to constitute Indebtedness; (c) Subordinated Indebtedness; (d) Indebtedness of the Borrower to any Domestic Subsidiary, other than Unrestricted Subsidiaries, and of any Subsidiary, other than Unrestricted Subsidiaries to the Borrower or any other Domestic Subsidiary; (e) Unless otherwise approved by the Administrative Agent, in addition to any other Indebtedness permitted hereunder, Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date as consideration for Permitted Acquisitions up to a maximum of $15,000,000 outstanding at any one time; (f) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof up to a maximum of $15,000,000; (g) Indebtedness of any Subsidiary in existence (but not incurred or created in connection with an acquisition) on the date on which such Subsidiary is acquired by the Borrower, provided (i) neither the Borrower nor any of the Subsidiaries existing before giving effect to such acquisition has any obligation with respect to such Indebtedness, (ii) none of the properties of the Borrower or any of the Subsidiaries existing before giving effect to such acquisition is bound with respect to such Indebtedness and (iii) the Borrower is in compliance with the financial covenants after such acquisition; (h) Unsecured Indebtedness of the Borrower not permitted by any other clause of this Section 6.01; provided that (i) no Default exists at the time, or is created as a result of, the incurrence of such Indebtedness, and (ii) such Indebtedness does not exceed $5,000,000; and (i) Indebtedness in respect of financing for the acquisition of businesses in Canada up to a maximum of $75,000,000 on terms reasonably acceptable to the Administrative Agent.
Appears in 1 contract
Indebtedness Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
(a) Indebtedness created under the Loan Documents;
(b) (i) Indebtedness existing on the Effective Date and set forth on Schedule 6.01(b) hereto hereto, and (ii) extensions, renewals and replacements of any such Indebtedness including the Alternative Financing or the issuance of the New Senior Notes that unless otherwise provided herein do not increase the outstanding principal amount (except by an amount equal to the accrued and unpaid interest thereon, any premium paid and fees and expenses incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder) or change the parties directly or indirectly responsible for the payment thereof; provided that any such Alternative Financing or New Senior Notes refinancing (A) shall be unsecured, (B) Indebtedness shall not mature before a the earlier of (A) the maturity date eight years from such new issuance date, of the Indebtedness refinanced and (CB) the date six months following the Maturity Date; and provided further that to the extent such Indebtedness is unsecured, it shall not be deemed to constitute Indebtednessremain unsecured;
(c) Subordinated Indebtedness;
(d) Indebtedness of the Borrower to any Domestic Subsidiary, other than Unrestricted Subsidiaries, Subsidiary and of any Subsidiary, other than Unrestricted Subsidiaries Subsidiary to the Borrower or any other Domestic Subsidiary; provided that Indebtedness of any Non-Guarantor to any Loan Party shall be subject to Section 6.06 below;
(d) Guarantees by the Borrower of Indebtedness of any Subsidiary and Guarantees by any Guarantor of Indebtedness of any Subsidiary, to the extent said Indebtedness is permitted hereunder; provided that such Guarantees of Indebtedness of any Non-Guarantor shall be subject to Section 6.06 below;
(e) Unless otherwise approved by the Administrative Agent, in addition to any other Indebtedness permitted hereunder, Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date as consideration for Permitted Acquisitions up to a maximum under purchase money financings meeting the requirements of $15,000,000 outstanding at any one timeSection 6.01(f) other than proviso (B) therein and leases (collectively, “Transportation Equipment Transactions”), in each case of motor vehicles (including off-road vehicles) and aircraft;
(fi) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof up to a maximum of $15,000,000;
(g) Indebtedness of any Subsidiary in existence (but not incurred or created in connection with an acquisition) on the date on which such Subsidiary is acquired by the Borrower, provided (i) neither the Borrower nor any of the Subsidiaries existing before giving effect to such acquisition has any obligation with respect to such Indebtednessthereof, (ii) none of the properties Attributable Debt (as defined below) of the Borrower or any of Subsidiary incurred after the Subsidiaries existing before giving effect Effective Date pursuant to such acquisition is bound with respect to such Indebtedness Sale and Leaseback Transactions permitted by Section 6.04 and (iii) Indebtedness represented by seller notes executed by the Borrower is or any Subsidiary incurred after the Effective Date in compliance connection with the financial covenants after such acquisition;
(h) Unsecured Indebtedness of the Borrower not permitted by any other clause of this Section 6.01Permitted Acquisitions; provided that (A) the Indebtedness in clause (i) no Default exists hereof is incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of the Indebtedness permitted by this clause (f) in excess of Attributable Debt shall not exceed $75,000,000 at the timeany time outstanding. “Attributable Debt” means, or is created as a result ofwith respect to any Sale and Leaseback Transaction, the incurrence present value (computed in accordance with GAAP as if the obligations incurred in connection with such Sale and Leaseback Transaction were Capital Lease Obligations) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such IndebtednessSale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such Indebtedness does not exceed $5,000,000; and
(i) Indebtedness termination. Any determination of any rate implicit in respect the terms of financing for the acquisition of businesses lease included in Canada up to a maximum of $75,000,000 on terms reasonably acceptable to such Sale and Leaseback Transaction made in accordance with generally accepted financial practices by the Administrative Agent.Borrower shall be binding and conclusive absent manifest error;
Appears in 1 contract
Indebtedness Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
(a) Indebtedness created under the Loan Documents;
(b) Indebtedness existing on the Effective Date and set forth on Schedule 6.01(b) hereto and amendments, extensions, renewals and replacements of any such Indebtedness including the Alternative Financing or the issuance of the New Senior Notes that unless otherwise provided herein do not increase the outstanding principal amount or change the parties directly or indirectly responsible for payment thereof; provided that any such Alternative Financing or New Senior Notes refinancing (A) shall be unsecuredrenewals, (B) shall not mature before a date eight years from such new issuance daterefinancing, and (C) shall not be deemed to constitute Indebtedness;
(c) Subordinated Indebtedness;
(d) Indebtedness of the Borrower to any Domestic Subsidiary, other than Unrestricted Subsidiaries, and of any Subsidiary, other than Unrestricted Subsidiaries to the Borrower or any other Domestic Subsidiary;
(e) Unless otherwise approved by the Administrative Agent, in addition to any other Indebtedness permitted hereunder, Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date as consideration for Permitted Acquisitions up to a maximum of $15,000,000 outstanding at any one time;
(f) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals refundings and replacements of any such Indebtedness that do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof up to a maximum of $15,000,000thereof;
(gc) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided, in the case of Indebtedness of any Foreign Subsidiary to any Loan Party, that no Default exists at the time, or is created as a result of, the incurrence of such Indebtedness;
(d) Indebtedness incurred to finance the acquisition, construction or improvement of any assets by a Loan Party, excluding Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets by a Loan Party or secured by a Lien on any such asset prior to the acquisition thereof, and amendments, extensions, renewals, refinancings, refundings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) no Default exists at the time, or is created as a result of, the incurrence of such Indebtedness, (ii) at the time of such incurrence, the Pro Forma Financial Tests are satisfied and (iii) at the time of such incurrence, such Indebtedness, together with Indebtedness permitted under Section 6.01(e), does not exceed the greater of (x) ten percent (10%) of Tangible Assets of the Borrower and the Subsidiaries on a consolidated basis and (y) $50,000,000;
(e) Indebtedness of any Subsidiary in existence (but not incurred or created in connection with an acquisition) on the date on which such Subsidiary is acquired by the BorrowerBorrower or a Subsidiary pursuant to a Permitted Acquisition, and amendments, extensions, renewals, refinancings, refundings and replacements of such Indebtedness that do not increase the outstanding principal amount thereof, provided that (i) neither the Borrower nor any of the Subsidiaries existing before giving effect to such acquisition has any obligation with respect to such Indebtedness, (ii) none of the properties of the Borrower or any of the Subsidiaries existing before giving effect to such acquisition is bound with respect to such Indebtedness and (iii) at the time of such incurrence, such Indebtedness, together with Indebtedness permitted under Section 6.01(d), does not exceed the greater of (x) ten percent (10%) of Tangible Assets of the Borrower and the Subsidiaries on a consolidated basis and (y) $50,000,000;
(f) Capital Lease Obligations; provided that (i) no Default exists at the time, or is created as a result of, the incurrence of such Indebtedness and (ii) at the time of such incurrence, the Pro Forma Financial Tests are satisfied;
(g) Indebtedness of the Borrower or any Subsidiary in compliance respect of the financing of insurance premiums with providers of such insurance or their Affiliates in the financial covenants after such acquisitionordinary course -50- HOU:3135549.8 of business;
(h) Indebtedness arising from or representing deferred compensation to employees, directors and consultants of the Borrower or any Subsidiary incurred in the ordinary course of business; and
(i) Unsecured Indebtedness of the Borrower any Loan Party or First-Tier Foreign Subsidiary not permitted by any other clause of this Section 6.01; provided that (i) no Default exists at the time, or is created as a result of, the incurrence of such Indebtedness, Indebtedness and (ii) at the time of such Indebtedness does not exceed $5,000,000; and
(i) Indebtedness in respect of financing for incurrence, the acquisition of businesses in Canada up to a maximum of $75,000,000 on terms reasonably acceptable to the Administrative AgentPro Forma Financial Tests are satisfied.
Appears in 1 contract
Samples: Revolving Credit Agreement (Rackspace Hosting, Inc.)
Indebtedness Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
: (a) Indebtedness created under the Loan Documents;
; (b) Intentionally Deleted; (c) Indebtedness existing on the Effective Date and set forth on Schedule 6.01(b6.01(c) hereto and extensions, renewals and replacements of any such Indebtedness including the Alternative Financing or the issuance of the New Senior Notes that unless otherwise provided herein do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof; provided that any such Alternative Financing or New Senior Notes refinancing Indebtedness (A) shall be unsecured, unsecured and (B) shall not mature before a the earlier of (x) the maturity date eight years from such new issuance date, of the Indebtedness refinanced and (Cy) shall not be deemed to constitute Indebtedness;
(c) Subordinated Indebtedness;
the date six months following the Maturity Date; (d) Indebtedness of the Borrower to any Domestic Subsidiary, other than Unrestricted Subsidiaries, Subsidiary and of any Subsidiary, other than Unrestricted Subsidiaries Subsidiary to the Borrower or any other Domestic Subsidiary;
; provided that Indebtedness of any Subsidiary that is not a Guarantor to the Borrower or any other Loan Party shall be subject to Section 6.06 below; (e) Unless otherwise approved Unsecured Guarantees by the Administrative Agent, in addition to Borrower of Indebtedness of any Subsidiary and Guarantees by any Guarantor of Indebtedness of any other Guarantor, to the extent said Indebtedness is permitted hereunder, ; provided that such Guarantees of Indebtedness of any Subsidiary that is not a Guarantor shall be subject to Section 6.06 below; (f) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date as consideration for Permitted Acquisitions up to a maximum under purchase money financings meeting the requirements of $15,000,000 outstanding at any one time;Section 6.01(g) other than proviso (ii) therein and leases (collectively, “Transportation Equipment Transactions”), in each case of motor vehicles (including off-road vehicles) and aircraft; (g)
(fA) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof up to a maximum of $15,000,000;
(g) Indebtedness of any Subsidiary in existence (but not incurred or created in connection with an acquisition) on the date on which such Subsidiary is acquired by the Borrower, provided (i) neither the Borrower nor any of the Subsidiaries existing before giving effect to such acquisition has any obligation with respect to such Indebtedness, (ii) none of the properties of the Borrower or any of the Subsidiaries existing before giving effect to such acquisition is bound with respect to such Indebtedness and (iii) the Borrower is in compliance with the financial covenants after such acquisition;
(h) Unsecured Indebtedness of the Borrower not permitted by any other clause of this Section 6.01; provided that (i) no Default exists at the time, or is created as a result of, the incurrence of such Indebtedness, and (ii) such Indebtedness does not exceed $5,000,000; and
(i) Indebtedness in respect of financing for the acquisition of businesses in Canada up to a maximum of $75,000,000 on terms reasonably acceptable to the Administrative Agent.increase
Appears in 1 contract
Samples: Revolving Credit Agreement
Indebtedness Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
(a) Indebtedness created under the Loan Documents;
(b) Indebtedness pursuant to: (i) the private placement notes related to the Merger, (the "PRIVATE PLACEMENT NOTES") that, together with the Term Loan do not exceed $350,000,000, and (ii) Indebtedness of the Borrower of up to $500,000,000 in public bond debt related to the Merger;
(c) Indebtedness existing on the Effective Date and set forth on Schedule 6.01(bSCHEDULE 6.01(C) hereto and extensions, renewals and replacements of any such Indebtedness including the Alternative Financing or the issuance of the New Senior Notes that unless otherwise provided herein do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof; provided that any such Alternative Financing or New Senior Notes refinancing Indebtedness (A) shall be unsecured, unsecured and (B) shall not mature before a the earlier of (x) the maturity date eight years from such new issuance date, of the Indebtedness refinanced and (Cy) shall not be deemed to constitute Indebtedness;
(c) Subordinated Indebtednessthe date six months following the Revolving Maturity Date;
(d) Indebtedness of the Borrower to any Domestic Subsidiary, other than Unrestricted Subsidiaries, Subsidiary and of any Subsidiary, other than Unrestricted Subsidiaries Subsidiary to the Borrower or any other Domestic Subsidiary; provided that Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to SECTION 6.06 below;
(e) Unless otherwise approved Unsecured Guarantees by the Administrative Agent, in addition to Borrower of Indebtedness of any Subsidiary and Guarantees by any Guarantor of Indebtedness of any other Guarantor, to the extent said Indebtedness is permitted hereunder, ;
(f) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date as consideration for Permitted Acquisitions up to a maximum under leases (collectively, "TRANSPORTATION EQUIPMENT LEASES") of $15,000,000 outstanding at any one timemotor vehicles (including off-road vehicles) and aircraft;
(fA) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof up to a maximum of $15,000,000;
(g) Indebtedness of any Subsidiary in existence (but not incurred or created in connection with an acquisition) on the date on which such Subsidiary is acquired by the Borrower, provided (i) neither the Borrower nor any of the Subsidiaries existing before giving effect to such acquisition has any obligation with respect to such Indebtednessthereof, (iiB) none of the properties Attributable Debt (as defined below) of the Borrower or any of Subsidiary incurred after the Subsidiaries existing before giving effect date hereof pursuant to such acquisition is bound with respect to such Indebtedness Sale and Leaseback Transactions permitted by SECTION 6.04 and (iiiC) Indebtedness represented by seller notes executed by the Borrower is incurred after the date hereof in compliance connection with the financial covenants after such acquisition;
(h) Unsecured Indebtedness of the Borrower not permitted by any other clause of this Section 6.01Permitted Acquisitions; provided that (i) no Default exists at the timeIndebtedness in clause (A) hereof is incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or is created as a result of, improvement) after such acquisition or the incurrence completion of such Indebtedness, construction or improvement and (ii) such the aggregate principal amount of the Indebtedness does permitted by this clause (g) in excess of Attributable Debt shall not exceed $5,000,000; and
75,000,000 at any time outstanding. "ATTRIBUTABLE DEBT" means, with respect to any Sale and Leaseback transaction, the present value (computed in accordance with GAAP as if the obligations incurred in connection with such Sale and Leaseback transaction were capital lease obligations) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) Indebtedness the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in respect which case the Attributable Debt shall also include the amount of financing for the acquisition of businesses in Canada up penalty, but no rent shall be considered as required to a maximum of $75,000,000 on terms reasonably acceptable be paid under such lease subsequent to the Administrative Agent.first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such termination. Any determination of any rate implicit in the terms of the lease included in such Sale and Leaseback transaction made in accordance with generally accepted financial practices by the Borrower shall be binding and conclusive absent manifest error;
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Service Corporation International)
Indebtedness Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
(a) Indebtedness created under the Loan DocumentsObligations;
(b) Indebtedness existing on the Effective Date and set forth on Schedule 6.01(b) hereto to the Disclosure Letter and amendments, extensions, renewals and replacements of any such Indebtedness including the Alternative Financing or the issuance of the New Senior Notes that unless otherwise provided herein do not increase the outstanding principal amount or change the parties directly or indirectly responsible for payment thereof; provided that any such Alternative Financing or New Senior Notes refinancing (A) shall be unsecuredrenewals, (B) shall not mature before a date eight years from such new issuance daterefinancing, and (C) shall not be deemed to constitute Indebtedness;
(c) Subordinated Indebtedness;
(d) Indebtedness of the Borrower to any Domestic Subsidiary, other than Unrestricted Subsidiaries, and of any Subsidiary, other than Unrestricted Subsidiaries to the Borrower or any other Domestic Subsidiary;
(e) Unless otherwise approved by the Administrative Agent, in addition to any other Indebtedness permitted hereunder, Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date as consideration for Permitted Acquisitions up to a maximum of $15,000,000 outstanding at any one time;
(f) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals refundings and replacements of any such Indebtedness that do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof up to a maximum of $15,000,000thereof;
(gc) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided, in the case of Indebtedness of any Subsidiary that is not a Guarantor to any Loan Party, that (i) no Default exists at the time of, or is created as a result of, the incurrence of such Indebtedness and (ii) at the time of such incurrence, the Pro Forma Financial Tests are satisfied;
(d) Purchase Money Indebtedness, Capitalized Lease Obligations, Finance Lease Obligations and mortgage financings assumed or incurred in connection with the acquisition of any assets by the Borrower or any Subsidiary or secured by a Lien on any such asset prior to the acquisition thereof, and amendments, extensions, renewals, refinancings, refundings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) no Default exists at the time of, or is created as a result of, the incurrence of such Indebtedness and (ii) at the time of such incurrence, the Pro Forma Financial Tests are satisfied;
(e) Acquired Indebtedness of any Subsidiary in existence (but not incurred or created in connection with or in contemplation of an acquisition) on the date on which such Subsidiary is acquired by the BorrowerBorrower or any Subsidiary pursuant to a Permitted Acquisition and amendments, extensions, renewals, refinancings, refundings and replacements of such Indebtedness that do not increase the outstanding principal amount thereof, provided that (i) neither the Borrower nor any of the Subsidiaries existing before giving effect to such acquisition has any obligation with respect to such Indebtedness, (ii) none of the properties of the Borrower or any of the Subsidiaries existing before giving effect to such acquisition is bound with respect to such Indebtedness and (iii) at the time of such incurrence, the Pro Forma Financial Tests are satisfied;
(f) Indebtedness of the Borrower is or any Subsidiary in compliance respect of the financing of insurance premiums with providers of such insurance or their Affiliates in the financial covenants after such acquisitionordinary course of business;
(g) Indebtedness arising from or representing deferred compensation to employees, directors and consultants of the Borrower or any Subsidiary incurred in the ordinary course of business;
(h) Unsecured unsecured Indebtedness of Subsidiaries that are not Guarantors in an aggregate principal amount not to exceed $100,000,000 at any time outstanding;
(i) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $300,000,000 at any time outstanding;
(j) Indebtedness in respect of Sale and Leaseback Transactions in an aggregate amount not to exceed $150,000,000 at any time outstanding;
(k) Indebtedness of the Borrower and its Subsidiaries in an aggregate amount at any time outstanding not to exceed, at the time such Indebtedness is incurred, assumed or created, the sum of $250,000,000 and five percent (5%) of Total Assets; provided that the aggregate principal amount of Indebtedness incurred pursuant to this clause (k) by Subsidiaries that are not Guarantors shall not exceed $175,000,000 at any time outstanding;
(l) Indebtedness in respect of the Senior Notes in an aggregate principal amount at any time outstanding not to exceed $500,000,000 and Guarantees in respect thereof;
(m) Indebtedness in respect of Swap Agreements permitted by Section 6.06;
(n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of incurrence;
(o) Indebtedness of the Borrower or any of its Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety, bid, appeal or similar bonds, completion guarantees, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business;
(p) Indebtedness of the Borrower or any Subsidiary consisting of “earn-out” obligations, guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets (including Capital Stock) so long as no Default exists at the time of, or is created as a result of, the incurrence of such Indebtedness;
(q) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees or similar instruments issued or created in the ordinary course of business, including in respect of health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 60 days following the incurrence thereof so long as no Default exists at the time of, or is created as a result of, the incurrence of such Indebtedness;
(r) unsecured Indebtedness of any Loan Party not permitted by any other clause of this Section 6.01; provided that (i) no Default exists at the timetime of, or is created as a result of, the incurrence of such Indebtedness, Indebtedness and (ii) at the time of such incurrence, the Pro Forma Financial Tests are satisfied. For purposes of determining compliance with this Section 6.01, in the event that all or a portion of an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (r) above, the Borrower shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness, in whole or in part, in any manner that complies with this covenant. Accrual of interest, whether payable in cash or in kind, accretion or amortization of original issue discount, imputed interest, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock, as applicable, for purposes of this Section 6.01. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated by the Borrower based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred; provided that if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such new Indebtedness does not exceed $5,000,000; and
(i) the principal amount of such Indebtedness in being Refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be incurred pursuant to this Section 6.01 will not be deemed to be exceeded with respect of financing for the acquisition of businesses in Canada up to a maximum of $75,000,000 on terms reasonably acceptable any outstanding Indebtedness due solely to the Administrative Agentresult of fluctuations in the exchange rates of currencies.
Appears in 1 contract
Indebtedness Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
(a) Indebtedness created under the Loan Documents;
(b) (i) Indebtedness existing on the Effective Date and set forth on Schedule 6.01(b) hereto hereto, (ii) Indebtedness incurred after the Effective Date under the Borrower’s $550,000,000 4.625% Senior Notes due 2027, as previously disclosed to the Lenders, and (iii) extensions, renewals and replacements of any such Indebtedness including the Alternative Financing or the issuance of the New Senior Notes that unless otherwise provided herein do not increase the outstanding principal amount (except by an amount equal to the accrued and unpaid interest thereon, any premium paid and fees and expenses incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder) or change the parties directly or indirectly responsible for the payment thereof; provided that any such Alternative Financing or New Senior Notes refinancing (A) shall be unsecured, (B) Indebtedness shall not mature before a the earlier of (A) the maturity date eight years from such new issuance date, of the Indebtedness refinanced and (CB) the date six months following the Maturity Date; and provided further that to the extent such Indebtedness is unsecured, it shall not be deemed to constitute Indebtednessremain unsecured;
(c) Subordinated Indebtedness;
(d) Indebtedness of the Borrower to any Domestic Subsidiary, other than Unrestricted Subsidiaries, Subsidiary and of any Subsidiary, other than Unrestricted Subsidiaries Subsidiary to the Borrower or any other Domestic Subsidiary; provided that Indebtedness of any Non-Guarantor to any Loan Party shall be subject to Section 6.06 below;
(d) Guarantees by the Borrower of Indebtedness of any Subsidiary and Guarantees by any Guarantor of Indebtedness of any Subsidiary, to the extent said Indebtedness is permitted hereunder; provided that such Guarantees of Indebtedness of any Non-Guarantor shall be subject to Section 6.06 below;
(e) Unless otherwise approved by the Administrative Agent, in addition to any other Indebtedness permitted hereunder, Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date as consideration for Permitted Acquisitions up to a maximum under purchase money financings meeting the requirements of $15,000,000 outstanding at any one timeSection 6.01(f) other than proviso (B) therein and leases (collectively, “Transportation Equipment Transactions”), in each case of motor vehicles (including off-road vehicles) and aircraft;
(fi) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof up to a maximum of $15,000,000;
(g) Indebtedness of any Subsidiary in existence (but not incurred or created in connection with an acquisition) on the date on which such Subsidiary is acquired by the Borrower, provided (i) neither the Borrower nor any of the Subsidiaries existing before giving effect to such acquisition has any obligation with respect to such Indebtednessthereof, (ii) none of the properties Attributable Debt (as defined below) of the Borrower or any of Subsidiary incurred after the Subsidiaries existing before giving effect Effective Date pursuant to such acquisition is bound with respect to such Indebtedness Sale and Leaseback Transactions permitted by Section 6.04 and (iii) Indebtedness represented by seller notes executed by the Borrower is or any Subsidiary incurred after the Effective Date in compliance connection with the financial covenants after such acquisition;
(h) Unsecured Indebtedness of the Borrower not permitted by any other clause of this Section 6.01Permitted Acquisitions; provided that (A) the Indebtedness in clause (i) no Default exists hereof is incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of the Indebtedness permitted by this clause (f) in excess of Attributable Debt shall not exceed $75,000,000 at the timeany time outstanding. “Attributable Debt” means, or is created as a result ofwith respect to any Sale and Leaseback Transaction, the incurrence present value (computed in accordance with GAAP as if the obligations incurred in connection with such Sale and Leaseback Transaction were Capital Lease Obligations) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such IndebtednessSale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such Indebtedness does not exceed $5,000,000; and
(i) Indebtedness termination. Any determination of any rate implicit in respect the terms of financing for the acquisition of businesses lease included in Canada up to a maximum of $75,000,000 on terms reasonably acceptable to such Sale and Leaseback Transaction made in accordance with generally accepted financial practices by the Administrative Agent.Borrower shall be binding and conclusive absent manifest error;
Appears in 1 contract
Indebtedness Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
(a) Indebtedness created under the Loan Documents;
(b) Intentionally Deleted;
(c) Indebtedness existing on the Effective Date and set forth on Schedule 6.01(b6.01(c) hereto and extensions, renewals and replacements of any such Indebtedness including the Alternative Financing or the issuance of the New Senior Notes that unless otherwise provided herein do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof; provided that any such Alternative Financing or New Senior Notes refinancing Indebtedness (A) shall be unsecured, unsecured and (B) shall not mature before a the earlier of (x) the maturity date eight years from such new issuance date, of the Indebtedness refinanced and (Cy) shall not be deemed to constitute Indebtedness;
(c) Subordinated Indebtednessthe date six months following the Maturity Date;
(d) Indebtedness of the Borrower to any Domestic Subsidiary, other than Unrestricted Subsidiaries, Subsidiary and of any Subsidiary, other than Unrestricted Subsidiaries Subsidiary to the Borrower or any other Domestic Subsidiary; provided that Indebtedness of any Subsidiary that is not a Guarantor to the Borrower or any other Loan Party shall be subject to Section 6.06 below;
(e) Unless otherwise approved Unsecured Guarantees by the Administrative Agent, in addition to Borrower of Indebtedness of any Subsidiary and Guarantees by any Guarantor of Indebtedness of any other Guarantor, to the extent said Indebtedness is permitted hereunder, ; provided that such Guarantees of Indebtedness of any Subsidiary that is not a Guarantor shall be subject to Section 6.06 below;
(f) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date as consideration for Permitted Acquisitions up to a maximum under purchase money financings meeting the requirements of $15,000,000 outstanding at any one timeSection 6.01(g) other than proviso (ii) therein and leases (collectively, “Transportation Equipment Transactions”), in each case of motor vehicles (including off-road vehicles) and aircraft;
(fA) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof up to a maximum of $15,000,000;
(g) Indebtedness of any Subsidiary in existence (but not incurred or created in connection with an acquisition) on the date on which such Subsidiary is acquired by the Borrower, provided (i) neither the Borrower nor any of the Subsidiaries existing before giving effect to such acquisition has any obligation with respect to such Indebtedness, (ii) none of the properties of the Borrower or any of the Subsidiaries existing before giving effect to such acquisition is bound with respect to such Indebtedness and (iii) the Borrower is in compliance with the financial covenants after such acquisition;
(h) Unsecured Indebtedness of the Borrower not permitted by any other clause of this Section 6.01; provided that (i) no Default exists at the time, or is created as a result of, the incurrence of such Indebtedness, and (ii) such Indebtedness does not exceed $5,000,000; and
(i) Indebtedness in respect of financing for the acquisition of businesses in Canada up to a maximum of $75,000,000 on terms reasonably acceptable to the Administrative Agent.increase
Appears in 1 contract
Samples: Revolving Credit Agreement (Service Corporation International)
Indebtedness Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
(a) Indebtedness created under the Loan Documents;
(b) Indebtedness existing on the Effective Date and set forth on Schedule 6.01(b) hereto and extensions, renewals and replacements of any such Indebtedness including the Alternative Financing or the issuance of the New Senior Notes that unless otherwise provided herein do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof; provided that any such Alternative Financing or New Senior Notes refinancing Indebtedness (Ai) shall be unsecured, unsecured and (Bii) shall not mature before a the earlier of (A) the maturity date eight years from such new issuance date, of the Indebtedness refinanced and (CB) shall not be deemed to constitute Indebtednessthe date six months following the Maturity Date;
(c) Subordinated Indebtedness;
(d) Indebtedness of the Borrower to any Domestic Subsidiary, other than Unrestricted Subsidiaries, Subsidiary and of any Subsidiary, other than Unrestricted Subsidiaries Subsidiary to the Borrower or any other Domestic Subsidiary; provided that Indebtedness of any Non-Guarantor to any Loan Party shall be subject to Section 6.06 below;
(d) Unsecured Guarantees by the Borrower of Indebtedness of any Subsidiary and Guarantees by any Guarantor of Indebtedness of any Subsidiary, to the extent said Indebtedness is permitted hereunder; provided that such Guarantees of Indebtedness of any Non-Guarantor shall be subject to Section 6.06 below;
(e) Unless otherwise approved by the Administrative Agent, in addition to any other Indebtedness permitted hereunder, Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date as consideration for Permitted Acquisitions up to a maximum under purchase money financings meeting the requirements of $15,000,000 outstanding at any one timeSection 6.01(f) other than proviso (B) therein and leases (collectively, “Transportation Equipment Transactions”), in each case of motor vehicles (including off-road vehicles) and aircraft;
(fi) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof up to a maximum of $15,000,000;
(g) Indebtedness of any Subsidiary in existence (but not incurred or created in connection with an acquisition) on the date on which such Subsidiary is acquired by the Borrower, provided (i) neither the Borrower nor any of the Subsidiaries existing before giving effect to such acquisition has any obligation with respect to such Indebtednessthereof, (ii) none of the properties Attributable Debt (as defined below) of the Borrower or any of Subsidiary incurred after the Subsidiaries existing before giving effect Effective Date pursuant to such acquisition is bound with respect to such Indebtedness Sale and Leaseback Transactions permitted by Section 6.04 and (iii) Indebtedness represented by seller notes executed by the Borrower is or any Subsidiary incurred after the Effective Date in compliance connection with the financial covenants after such acquisition;
(h) Unsecured Indebtedness of the Borrower not permitted by any other clause of this Section 6.01Permitted Acquisitions; provided that (A) the Indebtedness in clause (i) no Default exists hereof is incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of the Indebtedness permitted by this clause (f) in excess of Attributable Debt shall not exceed $75,000,000 at the timeany time outstanding. “Attributable Debt” means, or is created as a result ofwith respect to any Sale and Leaseback Transaction, the incurrence present value (computed in accordance with GAAP as if the obligations incurred in connection with such Sale and Leaseback Transaction were Capital Lease Obligations) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such IndebtednessSale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such Indebtedness does not exceed $5,000,000; and
(i) Indebtedness termination. Any determination of any rate implicit in respect the terms of financing for the acquisition of businesses lease included in Canada up to a maximum of $75,000,000 on terms reasonably acceptable to such Sale and Leaseback Transaction made in accordance with generally accepted financial practices by the Administrative Agent.Borrower shall be binding and conclusive absent manifest error;
Appears in 1 contract
Samples: Credit Agreement (Service Corporation International)
Indebtedness Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
(a) Indebtedness created under the Loan Documents;
(b) (i) Indebtedness existing on the Effective Date and set forth on Schedule 6.01(b) hereto hereto, (ii) Indebtedness incurred under the Borrower’s $750,000,000 [5.125]% Senior Notes due 2029, as previously disclosed to the Lenders, and (iii) extensions, renewals and replacements of any such Indebtedness including the Alternative Financing or the issuance of the New Senior Notes that unless otherwise provided herein do not increase the outstanding principal amount (except by an amount equal to the accrued and unpaid interest thereon, any premium paid and fees and expenses incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder) or change the parties directly or indirectly responsible for the payment thereof; provided that any such Alternative Financing or New Senior Notes refinancing (A) shall be unsecured, (B) Indebtedness shall not mature before a the earlier of (A) the maturity date eight years from such new issuance date, of the Indebtedness refinanced and (CB) the date six months following the Maturity Date; and provided further that to the extent such Indebtedness is unsecured, it shall not be deemed to constitute Indebtednessremain unsecured;
(c) Subordinated Indebtedness;
(d) Indebtedness of the Borrower to any Domestic Subsidiary, other than Unrestricted Subsidiaries, Subsidiary and of any Subsidiary, other than Unrestricted Subsidiaries Subsidiary to the Borrower or any other Domestic Subsidiary; provided that Indebtedness of any Non-Guarantor to any Loan Party shall be subject to Section 6.06 below;
(d) Guarantees by the Borrower of Indebtedness of any Subsidiary and Guarantees by any Guarantor of Indebtedness of any Subsidiary, to the extent said Indebtedness is permitted hereunder; provided that such Guarantees of Indebtedness of any Non-Guarantor shall be subject to Section 6.06 below;
(e) Unless otherwise approved by the Administrative Agent, in addition to any other Indebtedness permitted hereunder, Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date as consideration for Permitted Acquisitions up to a maximum under purchase money financings meeting the requirements of $15,000,000 outstanding at any one timeSection 6.01(f) other than proviso (B) therein and leases (collectively, “Transportation Equipment Transactions”), in each case of motor vehicles (including off-road vehicles) and aircraft;
(fi) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof up to a maximum of $15,000,000;
(g) Indebtedness of any Subsidiary in existence (but not incurred or created in connection with an acquisition) on the date on which such Subsidiary is acquired by the Borrower, provided (i) neither the Borrower nor any of the Subsidiaries existing before giving effect to such acquisition has any obligation with respect to such Indebtednessthereof, (ii) none of the properties Attributable Debt (as defined below) of the Borrower or any of Subsidiary incurred after the Subsidiaries existing before giving effect Effective Date pursuant to such acquisition is bound with respect to such Indebtedness Sale and Leaseback Transactions permitted by Section 6.04 and (iii) Indebtedness represented by seller notes executed by the Borrower is or any Subsidiary incurred after the Effective Date in compliance connection with the financial covenants after such acquisition;
(h) Unsecured Indebtedness of the Borrower not permitted by any other clause of this Section 6.01Permitted Acquisitions; provided that (A) the Indebtedness in clause (i) no Default exists hereof is incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of the Indebtedness permitted by this clause (f) in excess of Attributable Debt shall not exceed $75,000,000 at the timeany time outstanding. “Attributable Debt” means, or is created as a result ofwith respect to any Sale and Leaseback Transaction, the incurrence present value (computed in accordance with GAAP as if the obligations incurred in connection with such Sale and Leaseback Transaction were Capital Lease Obligations) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such IndebtednessSale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such Indebtedness does not exceed $5,000,000; and
(i) Indebtedness termination. Any determination of any rate implicit in respect the terms of financing for the acquisition of businesses lease included in Canada up to a maximum of $75,000,000 on terms reasonably acceptable to such Sale and Leaseback Transaction made in accordance with generally accepted financial practices by the Administrative Agent.Borrower shall be binding and conclusive absent manifest error;
Appears in 1 contract
Indebtedness Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
(a) Indebtedness created under the Loan Documents;
(b) Indebtedness existing on the Effective Date and set forth on Schedule 6.01(b) hereto and extensions, renewals and replacements of any such Indebtedness including the Alternative Financing or the issuance of the New Senior Notes that unless otherwise provided herein do not increase the outstanding principal amount (except by an amount equal to the accrued and unpaid interest thereon, any premium paid and fees and expenses incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder) or change the parties directly or indirectly responsible for the payment thereof; provided that any such Alternative Financing or New Senior Notes refinancing (A) shall be unsecured, (B) Indebtedness shall not mature before a the earlier of (A) the maturity date eight years from such new issuance date, of the Indebtedness refinanced and (CB) the date six months following the Maturity Date; and provided further that to the extent such Indebtedness is unsecured, it shall not be deemed to constitute Indebtedness;remain unsecured.
(c) Subordinated Indebtedness;
(d) Indebtedness of the Borrower to any Domestic Subsidiary, other than Unrestricted Subsidiaries, Subsidiary and of any Subsidiary, other than Unrestricted Subsidiaries Subsidiary to the Borrower or any other Domestic Subsidiary; provided that Indebtedness of any Non-Guarantor to any Loan Party shall be subject to Section 6.06 below;
(d) Guarantees by the Borrower of Indebtedness of any Subsidiary and Guarantees by any Guarantor of Indebtedness of any Subsidiary, to the extent said Indebtedness is permitted hereunder; provided that such Guarantees of Indebtedness of any Non-Guarantor shall be subject to Section 6.06 below;
(e) Unless otherwise approved by the Administrative Agent, in addition to any other Indebtedness permitted hereunder, Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date as consideration for Permitted Acquisitions up to a maximum under purchase money financings meeting the requirements of $15,000,000 outstanding at any one timeSection 6.01(f) other than proviso (B) therein and leases (collectively, “Transportation Equipment Transactions”), in each case of motor vehicles (including off-road vehicles) and aircraft;
(fi) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof up to a maximum of $15,000,000;
(g) Indebtedness of any Subsidiary in existence (but not incurred or created in connection with an acquisition) on the date on which such Subsidiary is acquired by the Borrower, provided (i) neither the Borrower nor any of the Subsidiaries existing before giving effect to such acquisition has any obligation with respect to such Indebtednessthereof, (ii) none of the properties Attributable Debt (as defined below) of the Borrower or any of Subsidiary incurred after the Subsidiaries existing before giving effect Effective Date pursuant to such acquisition is bound with respect to such Indebtedness Sale and Leaseback Transactions permitted by Section 6.04 and (iii) Indebtedness represented by seller notes executed by the Borrower is or any Subsidiary incurred after the Effective Date in compliance connection with the financial covenants after such acquisition;
(h) Unsecured Indebtedness of the Borrower not permitted by any other clause of this Section 6.01Permitted Acquisitions; provided that (A) the Indebtedness in clause (i) no Default exists hereof is incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of the Indebtedness permitted by this clause (f) in excess of Attributable Debt shall not exceed $75,000,000 at the timeany time outstanding. “Attributable Debt” means, or is created as a result ofwith respect to any Sale and Leaseback Transaction, the incurrence present value (computed in accordance with GAAP as if the obligations incurred in connection with such Sale and Leaseback Transaction were Capital Lease Obligations) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such IndebtednessSale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such Indebtedness does not exceed $5,000,000; and
(i) Indebtedness termination. Any determination of any rate implicit in respect the terms of financing for the acquisition of businesses lease included in Canada up to a maximum of $75,000,000 on terms reasonably acceptable to such Sale and Leaseback Transaction made in accordance with generally accepted financial practices by the Administrative Agent.Borrower shall be binding and conclusive absent manifest error;
Appears in 1 contract
Samples: Credit Agreement (Service Corporation International)
Indebtedness Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
(a) Indebtedness created under the Loan Documents;
(b) Indebtedness existing on the Effective Date and set forth on Schedule 6.01(b) hereto and extensions, renewals and replacements of any such Indebtedness including the Alternative Financing or the issuance of the New Senior Notes that unless otherwise provided herein do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof; provided that any such Alternative Financing or New Senior Notes refinancing Indebtedness (A) shall be unsecured, unsecured and (B) shall not mature before a the earlier of (x) the maturity date eight years from such new issuance date, of the Indebtedness refinanced and (Cy) shall not be deemed to constitute Indebtednessthe date six months following the Maturity Date;
(c) Subordinated Indebtedness;
(d) Indebtedness of the Borrower to any Domestic Subsidiary, other than Unrestricted Subsidiaries, Subsidiary and of any Subsidiary, other than Unrestricted Subsidiaries Subsidiary to the Borrower or any other Domestic Subsidiary; provided that Indebtedness of any Non-Guarantor to any Loan Party shall be subject to Section 6.06 below;
(d) Unsecured Guarantees by the Borrower of Indebtedness of any Subsidiary and Guarantees by any Guarantor of Indebtedness of any Subsidiary, to the extent said Indebtedness is permitted hereunder; provided that such Guarantees of Indebtedness of any Non-Guarantor shall be subject to Section 6.06 below;
(e) Unless otherwise approved by the Administrative Agent, in addition to any other Indebtedness permitted hereunder, Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date as consideration for Permitted Acquisitions up to a maximum under purchase money financings meeting the requirements of $15,000,000 outstanding at any one timeSection 6.01(f) other than proviso (ii) therein and leases (collectively, “Transportation Equipment Transactions”), in each case of motor vehicles (including off-road vehicles) and aircraft;
(fA) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof up to a maximum of $15,000,000;
(g) Indebtedness of any Subsidiary in existence (but not incurred or created in connection with an acquisition) on the date on which such Subsidiary is acquired by the Borrower, provided (i) neither the Borrower nor any of the Subsidiaries existing before giving effect to such acquisition has any obligation with respect to such Indebtednessthereof, (iiB) none of the properties Attributable Debt (as defined below) of the Borrower or any of Subsidiary incurred after the Subsidiaries existing before giving effect Effective Date pursuant to such acquisition is bound with respect to such Indebtedness Sale and Leaseback Transactions permitted by Section 6.04 and (iiiC) Indebtedness represented by seller notes executed by the Borrower is or any Subsidiary incurred after the Effective Date in compliance connection with the financial covenants after such acquisition;
(h) Unsecured Indebtedness of the Borrower not permitted by any other clause of this Section 6.01Permitted Acquisitions; provided that (i) no Default exists at the timeIndebtedness in clause (A) hereof is incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or is created as a result of, improvement) after such acquisition or the incurrence completion of such Indebtedness, construction or improvement and (ii) such the aggregate principal amount of the Indebtedness does permitted by this clause (f) in excess of Attributable Debt shall not exceed $5,000,000; and
75,000,000 at any time outstanding. “Attributable Debt” means, with respect to any Sale and Leaseback Transaction, the present value (computed in accordance with GAAP as if the obligations incurred in connection with such Sale and Leaseback Transaction were Capital Lease Obligations) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) Indebtedness the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in respect which case the Attributable Debt shall also include the amount of financing for the acquisition of businesses in Canada up penalty, but no rent shall be considered as required to a maximum of $75,000,000 on terms reasonably acceptable be paid under such lease subsequent to the Administrative Agent.first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such termination. Any determination of any rate implicit in the terms of the lease included in such Sale and Leaseback Transaction made in accordance with generally accepted financial practices by the Borrower shall be binding and conclusive absent manifest error;
Appears in 1 contract
Samples: Revolving Credit Agreement (Service Corporation International)
