Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except: (a) the Obligations; (b) operating accounts payable, accrued expenses and customer advance payments and accrued Plan contributions incurred in the ordinary course of business; (c) Indebtedness secured by Permitted Liens; (d) obligations under Interest Hedge Agreements with respect to the Loans; (e) Indebtedness of the Borrower, or of any of its Subsidiaries to the Borrower or any other Subsidiary, so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted pursuant to Section 7.5 hereof; (f) the Incremental Facility; (i) secured Indebtedness of the Borrower which does not exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $25,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Subordinated Indebtedness and Preferred Stock; (i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, or (ii) Capitalized Lease Obligations.
Appears in 2 contracts
Samples: Loan Agreement (Rural Cellular Corp), Loan Agreement (Rural Cellular Corp)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (other than the Obligations described in Section 7.1(d) below);
(b) operating accounts payable, accrued expenses and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations Obligations under Interest Hedge Agreements with respect to having a notional principal amount of not more than $125,000,000 in the Loansaggregate;
(e) Indebtedness of the Borrower, Borrower or of any of its the Restricted Subsidiaries to the Borrower or any other Subsidiary, Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Indebtedness for Money Borrowed of the Incremental FacilityBorrower which is pari passu with the Obligations in an aggregate principal amount not to exceed $100,000,000, provided that (i) such Indebtedness for Money Borrowed is issued under and governed by this Agreement pursuant to an amendment to this Agreement which is in form and substance satisfactory to the Majority Banks and (ii) both before and after giving effect to the incurrence of such Indebtedness for Money Borrowed, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof;
(ig) secured Indebtedness Unsecured Subordinated Debt of the Borrower issued pursuant to the 1995 Indenture, the A+ Indenture, the ProNet Indenture and other unsecured Subordinated Debt (including, without limitation, seller notes issued in conjunction with Acquisitions permitted under Section 7.6 hereof), provided that (i) such Subordinated Debt is subordinated to the prior payment and performance of the Obligations on terms satisfactory to the Majority Banks, (ii) under the terms of such Subordinated Debt there shall be no payment or prepayment of principal in respect thereof prior to the first anniversary of the Maturity Date, and (iii) both before and after giving effect to the incurrence of such Subordinated Debt, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof, and the Borrower shall have delivered to the Banks pro forma projections satisfactory to the Majority Banks demonstrating such compliance through the Maturity Date; and
(h) Other unsecured Indebtedness, including, without limitation, Indebtedness under Capitalized Lease Obligations which does not exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $25,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, or (ii) Capitalized Lease Obligations.
Appears in 2 contracts
Samples: Loan Agreement (Metrocall Inc), Loan Agreement (Metrocall Inc)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (other than the Obligations described in Section 7.1(d) below);
(b) operating accounts payable, accrued expenses and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;; 52
(c) Indebtedness secured by Permitted Liens;
(d) obligations Obligations under Interest Hedge Agreements with respect to having a notional principal amount of not more than $125,000,000 in the Loansaggregate;
(e) Indebtedness of the Borrower, Borrower or of any of its the Restricted Subsidiaries to the Borrower or any other Subsidiary, Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Indebtedness for Money Borrowed of the Incremental FacilityBorrower which is pari passu with the Obligations in an aggregate principal amount not to exceed $100,000,000, provided that (i) such Indebtedness for Money Borrowed is issued under and governed by this Agreement pursuant to an amendment to this Agreement which is in form and substance satisfactory to the Majority Banks and (ii) both before and after giving effect to the incurrence of such Indebtedness for Money Borrowed, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof;
(ig) secured Indebtedness Unsecured Subordinated Debt of the Borrower issued pursuant to the 1995 Indenture, the A+ Indenture, the 1997 Indenture, following the ProNet Merger Date, unsecured Subordinated Debt of ProNet Inc. under the ProNet Indenture and other unsecured Subordinated Debt (including, without limitation, seller notes issued in conjunction with Acquisitions permitted under Section 7.6 hereof), provided that (i) such Subordinated Debt is subordinated to the prior payment and performance of the Obligations on terms satisfactory to the Majority Banks, (ii) under the terms of such Subordinated Debt there shall be no payment or prepayment of principal in respect thereof prior to the first anniversary of the Maturity Date, and (iii) both before and after giving effect to the incurrence of such Subordinated Debt, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof, and the Borrower shall have delivered to the Banks pro forma projections satisfactory to the Majority Banks demonstrating such compliance through the Maturity Date; and
(h) Other unsecured Indebtedness, including, without limitation, Indebtedness under Capitalized Lease Obligations which does not exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $25,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, or (ii) Capitalized Lease Obligations.
Appears in 2 contracts
Samples: Loan Agreement (Metrocall Inc), Loan Agreement (Metrocall Inc)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower, Borrower or of any of its Restricted Subsidiaries to the Borrower or any other Subsidiary, Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereof;
(f) Indebtedness incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse to the Incremental FacilityBorrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary;
(ig) secured Indebtedness of the Borrower which does Capitalized Lease Obligations not to exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed outstanding $25,000,000 in the aggregate at any one time outstanding1,000,000; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;and
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Restricted Subsidiaries incurred in connection with an Acquisition; provided that (i) such Indebtedness (A) is incurred or assumed owed to finance part or all the seller thereof, (B) is unsecured, (C) has no scheduled payment of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time principal prior to such purchase any interest the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Banks on the date of incurrence, (E) when added to all other than a security interest or an interest as lessee Indebtedness outstanding under an operating lease, or this Section 7.1(h) does not exceed $5,000,000 and (ii) Capitalized Lease Obligationsthe Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto) in pro forma compliance with all of the covenants contained in this Agreement.
Appears in 2 contracts
Samples: Loan Agreement (American Tower Systems Corp), Loan Agreement (American Radio Systems Corp /Ma/)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower, Borrower or of any of its Restricted Subsidiaries to the Borrower or any other Subsidiary, Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereof;
(f) Indebtedness incurred by any Unrestricted Subsidiary; provided that such Indebtedness is non-recourse to the Incremental Facility;Borrower or any of its Restricted Subsidiaries and no Lien is placed on the Borrower's or any of its Restricted Subsidiaries' equity interests in such Unrestricted Subsidiary; and
(ig) secured Indebtedness of the Borrower which does Capitalized Lease Obligations not to exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed outstanding $25,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, or (ii) Capitalized Lease Obligations1,000,000.
Appears in 2 contracts
Samples: Loan Agreement (American Tower Systems Corp), Loan Agreement (American Radio Systems Corp /Ma/)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness exceptexcept and so long as no Default then exists or would be caused thereby:
(a) The Obligations and the "Obligations" under the Facility B Loan Agreement;
(b) operating Current accounts payable, accrued expenses and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Capitalized Lease Obligations in an amount for the Borrower on a consolidated basis with its Subsidiaries not in excess, together with the Indebtedness permitted under subsections (e), (h) and (j) of this Section 7.1, of $50,000,000.00 in the aggregate at any one time outstanding;
(d) Unsecured Subordinated Debt of the Borrower (including, without limitation, seller notes issued in conjunction with Acquisitions permitted under Section 7.6 hereof), provided that (i) such Subordinated Debt is subordinated to the prior payment and performance of the Obligations, (ii) under the terms of such Subordinated Debt there shall be no mandatory payment or mandatory prepayment of principal in respect thereof prior to one (1) year following the Facility A Maturity Date, (iii) such Subordinated Debt contains terms and conditions no more onerous than contained herein, (iv) such Subordinated Debt has no benefit of any Guaranty and (v) both before and after giving effect to the incurrence of such Subordinated Debt, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.7, 7.8, 7.9, 7.10, 7.11 and 7.12 hereof, and the Borrower shall have delivered to the Lenders pro forma projections demonstrating such compliance;
(e) Indebtedness secured by Permitted Liens, provided that the aggregate amount of Capitalized Lease Obligations secured or deemed to be secured by such Permitted Liens does not exceed the threshold for Capital Lease Obligations set forth in Section 7.1(c) hereof, and so long as such Indebtedness secured by Permitted Liens, when added to all Indebtedness permitted under subsections (h) and (j) of this Section 7.1, does not exceed $25,000,000.00 in the aggregate;
(df) obligations Obligations under Interest Rate Hedge Agreements with respect to the Loans;
(eg) Indebtedness of the Borrower, Borrower or of any of its Subsidiaries to the Borrower or any other Subsidiary, so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations Subsidiary and Indebtedness expressly permitted pursuant to Section under Sections 7.5 and 7.15 hereof;,
(fh) Other Indebtedness which, together with the Incremental Facility;
other Indebtedness referred to in subsections (ie) secured Indebtedness of the Borrower which and (j) above, does not exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $25,000,000 25,000,000.00 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that provided such additional Indebtedness is either (ia) purchase money Indebtedness of the Borrower or any of its Subsidiaries that that, within thirty (30) days of such purchase, is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, lease or (iib) Capitalized Lease ObligationsIndebtedness to finance the purchase of subscriber equipment, such as cellular mobile telephones, cellular portable telephones, speakers, mounting hardware, subscriber test equipment and similar equipment purchased by the Borrower or a Subsidiary in the ordinary course of business of such Person, to the extent that the subscriber equipment financed thereby (x) has been sold to customers of the Borrower or any Subsidiary and (y) the sales price thereof to any such customer has been financed by the Borrower or such Subsidiary;
(i) Investments permitted by Section 7.6 hereof in the form of unsecured Indebtedness; and
(j) Other unsecured Indebtedness in an amount for the Borrower on a consolidated basis with its Subsidiaries not in excess, together with the Indebtedness permitted under subsections (e) and (h) of this Section 7.1, of $25,000,000.00 in the aggregate at any one time outstanding.
Appears in 1 contract
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) operating accounts payable, accrued expenses and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower, or of any of its Subsidiaries to the Borrower or any other Subsidiary, so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted pursuant to Section 7.5 hereof;
(f) the Incremental Facility;
(g) (i) secured Indebtedness of the Borrower which does not exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $25,000,000 in the aggregate at any one time outstanding; PROVIDEDprovided, HOWEVERhowever, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS plus (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDEDprovided, HOWEVERhowever, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, or (ii) Capitalized Lease Obligations.
Appears in 1 contract
Samples: Loan Agreement (Rural Cellular Corp)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness exceptexcept that the Borrower and its Subsidiaries may incur the following Indebtedness:
(a) the Obligations;
(b) operating accounts payableIndebtedness of the Borrower or of any of its Subsidiaries owing to the Borrower or any other Subsidiary so long as such Indebtedness is (i) owing by a Credit Party to another Credit Party, accrued expenses (ii) owing by a non-Credit Party to a Credit Party to the extent permitted under Section 7.6, (iii) owing by a non-Credit Party to another non-Credit Party, or (iv) subordinated to the Obligations in a manner satisfactory to the Administrative Agent and customer advance payments the corresponding debt instruments, if any, held by the Borrower or a Guarantor are pledged to the Administrative Agent as security for the Obligations;
(c) Capital Lease Obligations and accrued Plan contributions Indebtedness incurred to finance the purchase, construction or development of fixed assets and Indebtedness secured by purchase money Liens permitted under clause (f) of the definition of Permitted Liens not to exceed in the aggregate at any one time outstanding $10,000,000;
(i) Guaranties by the Borrower of Indebtedness of a Subsidiary of the Borrower and Guaranties by a Subsidiary of the Borrower of Indebtedness of the Borrower or any other Subsidiary of the Borrower, in each case, to the extent such Indebtedness is permitted to be incurred pursuant to this Section 7.1; provided, that if the Indebtedness that is being Guaranteed is unsecured and/or subordinated to the Obligations, the Guaranty shall also be unsecured and/or subordinated; (ii) Guaranties incurred in the ordinary course of business and which are not Indebtedness for Money Borrowed; (iii) Guaranties permitted under Section 7.5 and (iv) Guaranties that are Investments permitted under Section 7.6.
(i) Interest Hedge Agreements entered into in order to manage existing or anticipated interest rate risks not for speculative purposes and (ii) Other Hedging Agreements entered into for bona fide hedging activities and not for speculative purposes;
(f) Guaranty obligations incurred in the ordinary course of business in respect of obligations of suppliers, customers, franchisees, lessors (including guaranties of real estate leases) and licensees of the Borrower and its Subsidiaries;
(g) Indebtedness outstanding on the date hereof and listed on Schedule 7.1 and Refinancing Indebtedness with respect thereto;
(h) Indebtedness of a Person at the time such Person was acquired pursuant to a Permitted Acquisition (so long as such Indebtedness was not incurred in anticipation of such Acquisition) in an aggregate principal amount not to exceed $15,000,000 in the aggregate for all such Persons at any one time outstanding;
(i) unsecured Indebtedness incurred by the Borrower or a Guarantor under customary agreements consisting of indemnification, seller notes, earn-outs, adjustment of purchase price or other similar obligations entered into in connection with Permitted Acquisitions and asset dispositions permitted hereunder; provided, however, that the aggregate principal amount of such seller notes or similar obligations outstanding (which for the avoidance of doubt does not include indemnification obligations, earn-outs, adjustments of purchase price or any other contingent obligations (whether or not such contingency has been satisfied subsequent to the consummation of such Permitted Acquisition)) shall not exceed $3,000,000 at any time;
(j) cash management obligations (including, credit cards, credit card processing, debit or purchase cards) and other Indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts;
(k) Indebtedness under performance bonds or reimbursement obligations with respect to letters of credit with respect to workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance of the Borrower or its Subsidiaries, in each case incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations under Interest Hedge Agreements with respect to the Loans;
(el) Indebtedness of the BorrowerBorrower and its Subsidiaries in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case provided in the ordinary course of business including those incurred to secure health, safety and environmental obligations in the ordinary course of business;
(m) Indebtedness representing deferred compensation or reimbursable expenses owed to employees, officers, consultants and directors of the Borrower or any of its Subsidiaries to in the Borrower or any other Subsidiary, so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted pursuant to Section 7.5 hereofordinary course of business;
(fn) the Incremental Facility;
(i) secured Indebtedness of the Borrower which does not exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $25,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all as an account party in respect of (but i) trade letters of credit issued in the ordinary course of business, and (ii) trade accounts payable and accrued expenses incurred in the ordinary course of business;
(o) Indebtedness owed to an insurance company or an affiliate thereof for the financing of insurance premiums;
(p) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had to exceed $5,000,000 at any time prior to outstanding; provided that any such purchase any interest Indebtedness denominated in a currency other than U.S. Dollars will, for purposes of this clause (p), be deemed to be outstanding in an amount equal to the U.S. Dollar equivalent of the amount thereof at the time of incurrence;
(q) other Indebtedness of the Borrower and its Domestic Subsidiaries not to exceed in the aggregate principal amount at any one time outstanding the greater of (x) $10,000,000 and (y) 15% of Consolidated EBITDA; and
(r) Indebtedness incurred pursuant to a security interest or an interest as lessee Receivables Facility permitted hereunder; provided that the Attributable Receivables Indebtedness thereunder, together with the aggregate face amount of Receivables sold for the most recently ended four (4) consecutive Fiscal Quarters pursuant to Factoring Transactions under an operating leaseSection 7.4(a)(vi), or (ii) Capitalized Lease Obligationsshall not exceed $20,000,000 at any time outstanding.
Appears in 1 contract
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (other than the Obligations described in Section 7.1(d) below);
(b) operating accounts payable, accrued expenses and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations Obligations under Interest Rate Hedge Agreements with respect to having a notional principal amount of not more than $125,000,000 in the Loansaggregate;
(e) Indebtedness of the Borrower, Borrower or of any of its the Restricted Subsidiaries to the Borrower or any other Subsidiary, Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Indebtedness for Money Borrowed of the Incremental FacilityBorrower which is pari passu with the Obligations in an aggregate principal amount not to exceed $100,000,000, provided that (i) such Indebtedness for Money Borrowed is issued under and governed by this Agreement pursuant to an amendment to this Agreement which is in form and substance satisfactory to the Majority Lenders and (ii) both before and after giving effect to the incurrence of such Indebtedness for Money Borrowed, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof;
(ig) secured Indebtedness Unsecured Subordinated Debt of the Borrower issued pursuant to the 1995 Indenture, the A+ Indenture, the ProNet Indenture, the 1997 Indenture, the 1998 Indenture and other unsecured Subordinated Debt (including, without limitation, seller notes issued in conjunction with Acquisitions permitted under Section 7.6 hereof), provided that (i) such Subordinated Debt is subordinated to the prior payment and performance of the Obligations on terms satisfactory to the Majority Lenders, (ii) under the terms of such Subordinated Debt there shall be no payment or prepayment of principal in respect thereof prior to the first anniversary of the Maturity Date and (iii) both before and after giving effect to the incurrence of such Subordinated Debt, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof, and the Borrower shall have delivered to the Lenders pro forma projections satisfactory to the Majority Lenders demonstrating such compliance through the Maturity Date; and
(h) Other unsecured Indebtedness, including, without limitation, Indebtedness under Capitalized Lease Obligations which does not exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $25,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, or (ii) Capitalized Lease Obligations.
Appears in 1 contract
Samples: Loan Agreement (Metrocall Inc)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) operating accounts payable, accrued expenses and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations Obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower, Borrower or of any of its Subsidiaries to the Borrower or any other Subsidiary, Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted pursuant to Section 7.5 hereof;
(f) the Incremental Facility;
(i) secured Indebtedness of the Borrower which does not exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $25,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Other Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that provided such additional Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, or (ii) Capitalized Lease Obligations;
(i) Other secured Indebtedness of the Borrower which does not exceed $5,000,000 in the aggregate at any one time outstanding, and/or (ii) other unsecured Indebtedness of the Borrower which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $5,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent; and
(h) Obligations arising out of switch user agreements with Switch 2000.
Appears in 1 contract
Samples: Loan Agreement (Rural Cellular Corp)
Indebtedness of the Borrower and its Subsidiaries. The ------------------------------------------------- Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations, the "Obligations" under the ATS Facility A Loan Agreement, and the "Obligations" under the ATS Facility B Loan Agreement;
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower, or of any of its Subsidiaries Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided, so long as however, that the corresponding debt -------- ------- instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereof;
(f) Indebtedness incurred by any Unrestricted Subsidiary; provided, -------- however, that such Indebtedness is non-recourse to the Incremental FacilityBorrower or any ------- Restricted Subsidiary and no Lien is placed on the Borrower's or any Restricted Subsidiary's equity interests in such Unrestricted Subsidiary;
(ig) secured Indebtedness Capitalized Lease Obligations of the Borrower which does any Restricted Subsidiary not to exceed $10,000,000 in the aggregate at any one time outstanding, and/or outstanding $5,000,000; and
(iih) unsecured Indebtedness of any Restricted Subsidiary incurred in connection with an Acquisition; provided, however, that (i) such Indebtedness (A) is owed -------- ------- to the Borrower seller thereof, (B) is unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Lenders on the date of incurrence, (E) when added to all other Indebtedness outstanding under this Section 7.1(h) does not exceed $25,000,000 in the aggregate at any one time outstanding; PROVIDED25,000,000, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, or (ii) Capitalized Lease Obligationsthe Borrower is, at the time of incurrence of such Indebtedness (and after giving effect thereto), in pro forma compliance with all of the covenants contained in this Agreement.
Appears in 1 contract
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted LiensLiens which, together with Indebtedness permitted under Sections 7.1(f), (g), (h) and (i) (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections), shall not exceed $12,500,000.00 in the aggregate at any time outstanding;
(d) obligations under Interest Rate Hedge Agreements with respect to the LoansAgreements;
(e) unsecured Indebtedness of the Borrower, Borrower or of any of its Subsidiaries to the Borrower or any other Subsidiary, Subsidiary of the Borrower so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Guaranties constituting Indebtedness permitted under Section 7.5 hereof which, together with Indebtedness permitted under Sections 7.1(c), (g), (h) and (i), (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections) shall not exceed $12,500,000.00 in the Incremental Facilityaggregate at any time outstanding;
(g) with respect to any Indebtedness relating to personal property, any conditional sale obligation, any purchase money obligation, any rental obligation, any purchase money security interest or any other arrangement for the use of personal property of any other Person, which in any such case has an unexpired term of not less than one (1) year, other than an arrangement constituting a Capitalized Lease Obligation, provided that the aggregate amount payable by the Borrower and its Subsidiaries pursuant to all such Indebtedness in any fiscal year, together with Indebtedness permitted under Section 7.1(c), (f), (h) and (i), (other than obligations incurred pursuant to a Permitted Acquisition as may be permitted in such Sections) shall not exceed $12,500,000.00 in the aggregate at any time outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(h) any lease or rental obligation for real property which has an unexpired term of not less than one (1) year, provided that the aggregate amount payable in respect of all such arrangements by the Borrower and its Subsidiaries in any fiscal year, together with Indebtedness permitted under Sections 7.1(c), (f), (g) and (i) (other than obligations incurred pursuant to a Permitted Acquisition as may be permitted in such Sections) shall not exceed $12,500,000.00 in the aggregate at any time outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(i) secured Indebtedness of Capitalized Lease Obligations, provided that the aggregate amount payable by the Borrower which does and its Subsidiaries in respect of all such Capitalized Lease Obligations in any fiscal year, together with Indebtedness permitted under Sections 7.1(c), (f), (g) and (h), (other than obligations incurred pursuant to a Permitted Acquisition as may be permitted in such Sections) shall not exceed $10,000,000 12,500,000.00 in the aggregate at any one time outstanding, and/or plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(iij) unsecured (X) Subordinated Debt incurred pursuant to the terms of the Subordinated Note Indenture as in effect on the Agreement Date or Indebtedness incurred in refinancing such Subordinated Debt, in a principal amount not to exceed (1) on or prior to September 30, 2002, $200,000,000 and (2) on or after October 1, 2002, $300,000,000, provided such refinancing Indebtedness is on terms and conditions satisfactory to the Co-Lead Arrangers; and (Y) other Subordinated Debt incurred on or after October 1, 2002 on terms and conditions satisfactory to the Co-Lead Arrangers in an aggregate principal amount, together with Subordinated Debt permitted under Section 7.1(j)(X) not to exceed $300,000,000.
(k) Indebtedness of the Borrower which does and its Subsidiaries existing as of the Agreement Date as set forth on Schedule 7 attached hereto;
(l) the Incremental Facility; and
(m) Indebtedness incurred pursuant to the Harris Agreement, in a principal amount not to exceed $25,000,000 in the 20,000,000.00 xx xxx aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that provided such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that within ninety (90) days of such purchase is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset Equipment (as defined in the Harris Agreement) in which neither the Borrower nor such Subsidiary had at hxx xx any time prior to such purchase any interest other than a security interest or an interest as a lessee under an operating lease, or (ii) Capitalized Lease Obligationslease on terms and conditions no more restrictive than those contained hereunder.
Appears in 1 contract
Samples: Loan Agreement (Gray Communications Systems Inc /Ga/)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) operating accounts payable, accrued expenses and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower, or of any of its Subsidiaries to the Borrower or any other Subsidiary, so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted pursuant to Section 7.5 hereof;
(f) the Incremental Facility;
(i) secured Indebtedness of the Borrower which does not exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $25,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) other Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such additional Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, or (ii) Capitalized Lease Obligations;
(g) the Incremental Facility; PROVIDED, HOWEVER, that prior to and at all times after giving effect to (i) each advance under the Incremental Facility and (ii) Indebtedness permitted under Section 7.1(h) hereof, the Borrower and its Subsidiaries shall be in compliance with all covenants contained in Articles 5, 6 and 7 hereof;
(i) other secured Indebtedness of the Borrower which does not exceed $5,000,000 in the aggregate at any one time outstanding, and/or (ii) other unsecured Indebtedness of the Borrower which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(h), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(h) shall not exceed $5,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(i) Subordinated Indebtedness (including, without limitation, the Subordinated Notes) in an aggregate principal amount not to exceed $200,000,000, and (ii) paid-in-kind preferred equity (including, without limitation, Preferred Stock) in an aggregate amount not to exceed $150,000,000 in original issue amount, in each case, on terms and conditions satisfactory to the Majority Lenders; and
(j) obligations under switch user agreements with Switch 2000.
Appears in 1 contract
Samples: Loan Agreement (Rural Cellular Corp)
Indebtedness of the Borrower and its Subsidiaries. The ------------------------------------------------- Borrower shall not, and shall not permit any cause each of its Subsidiaries not to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(ai) the The Obligations, including any Additional Facility Indebtedness;
(bii) operating Current accounts payable, accrued expenses and expenses, customer advance payments payments, and accrued Plan contributions other contractual obligations incurred in the ordinary course of business;
(ciii) Capitalized Lease Obligations in an amount for the Borrower on a consolidated basis with its Subsidiaries not in excess of $40,000,000 in the aggregate at any one time outstanding;
(iv) Indebtedness secured by Permitted Liens;
(dv) obligations Obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower, or of any of its Subsidiaries to the Borrower or any other Subsidiary, so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted pursuant to Section 7.5 5.11 hereof;
(fvi) the Incremental Facility;
(i) secured Indebtedness of the Borrower which does not exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $25,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all in favor of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at or any time Subsidiary;
(a) On and after the Merger Date, (x) CRBC Subordinated Indebtedness (provided that any financial covenants set forth in the documents governing the CRBC Subordinated Indebtedness which are more restrictive than the financial covenants set forth in this Article 7 shall be amended to be no more restrictive prior to such purchase any interest other than a security interest or an interest as lessee under an operating leaseassumption of the CRBC Subordinated Indebtedness), or (iiy) Capitalized Lease Obligations.any Subordinated Indebtedness issued solely to refinance the CRBC Subordinated Indebtedness and which does not increase the principal amount thereof, and (b) additional Subordinated Indebtedness (including unsecured, subordinated Guaranties of Subordinated Indebtedness issued by the Parent Company) in an aggregate principal amount not exceeding $600,000,000 at any one time outstanding; and
Appears in 1 contract
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness exceptexcept and so long as no Default then exists or would be caused thereby:
(a) The Obligations and the "Obligations" under the Facility A Loan Agreement;
(b) operating Current accounts payable, accrued expenses and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Capitalized Lease Obligations in an amount for the Borrower on a consolidated basis with its Subsidiaries not in excess, together with the Indebtedness permitted under subsections (e), (h) and (j) of this Section 7.1, of $50,000,000.00 in the aggregate at any one time outstanding;
(d) Unsecured Subordinated Debt of the Borrower (including, without limitation, seller notes issued in conjunction with Acquisitions permitted under Section 7.6 hereof), provided that (i) such Subordinated Debt is subordinated to the prior payment and performance of the Obligations, (ii) under the terms of such Subordinated Debt there shall be no mandatory payment or mandatory prepayment of principal in respect thereof prior to one (1) year following the latest potential Maturity Date, (iii) such Subordinated Debt contains terms and conditions no more onerous than contained herein, (iv) such Subordinated Debt has no benefit of any Guaranty and (v) both before and after giving effect to the incurrence of such Subordinated Debt, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.7, 7.8, 7.9, 7.10, 7.11 and 7.12 hereof, and the Borrower shall have delivered to the Lenders pro forma projections demonstrating such compliance;
(e) Indebtedness secured by Permitted Liens, provided that the aggregate amount of Capitalized Lease Obligations secured or deemed to be secured by such Permitted Liens does not exceed the threshold for Capital Lease Obligations set forth in Section 7.1(c) hereof, and so long as such Indebtedness secured by Permitted Liens, when added to all Indebtedness permitted under subsections (h) and (j) of this Section 7.1, does not exceed $25,000,000.00 in the aggregate;
(df) obligations Obligations under Interest Rate Hedge Agreements with respect to the Loans;
(eg) Indebtedness of the Borrower, Borrower or of any of its Subsidiaries to the Borrower or any other Subsidiary, so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations Subsidiary and Indebtedness expressly permitted pursuant to Section under Sections 7.5 and 7.15 hereof;,
(fh) Other Indebtedness which, together with the Incremental Facility;
other Indebtedness referred to in subsections (ie) secured Indebtedness of the Borrower which and (j) above, does not exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $25,000,000 25,000,000.00 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that provided such additional Indebtedness is either (ia) purchase money Indebtedness of the Borrower or any of its Subsidiaries that that, within thirty (30) days of such purchase, is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, lease or (iib) Capitalized Lease ObligationsIndebtedness to finance the purchase of subscriber equipment, such as cellular mobile telephones, cellular portable telephones, speakers, mounting hardware, subscriber test equipment and similar equipment purchased by the Borrower or a Subsidiary in the ordinary course of business of such Person, to the extent that the subscriber equipment financed thereby (x) has been sold to customers of the Borrower or any Subsidiary and (y) the sales price thereof to any such customer has been financed by the Borrower or such Subsidiary;
(i) Investments permitted by Section 7.6 hereof in the form of unsecured Indebtedness; and
(j) Other unsecured Indebtedness in an amount for the Borrower on a consolidated basis with its Subsidiaries not in excess, together with the Indebtedness permitted under subsections (e) and (h) of this Section 7.1, of $25,000,000.00 in the aggregate at any one time outstanding.
Appears in 1 contract
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (other than the Obligations described in Section 7.1(c) below);
(b) operating accounts payable, accrued expenses and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(dc) obligations under Interest Rate Hedge Agreements with respect to having a notional principal amount of not more than fifty percent (50%) of the LoansAccommodations in the aggregate outstanding at any time;
(ed) Indebtedness of the Borrower, Borrower or of any of its wholly-owned Subsidiaries to any other wholly-owned Subsidiary of the Borrower or any other Subsidiary, so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Obligations;
(e) Indebtedness expressly permitted pursuant of any of wholly-owned Subsidiaries of the Borrower to Section 7.5 hereofthe Borrower so long as the corresponding debt instruments are pledged to the Agent as security for the Obligations;
(f) the Incremental FacilityCapitalized Lease Obligations in an aggregate amount not to exceed $500,000 at any time outstanding;
(ig) secured Indebtedness of the Borrower which does to MadTel Holdings so long as (i) the Indebtedness is not exceed $10,000,000 in the aggregate at secured by any one time outstandingLien, and/or (ii) unsecured the corresponding debt instruments are assigned to the Agent as security for the MadTel Holdings Obligations, and (iii) any such Indebtedness is fully postponed to the Obligations. In this regard, prior to incurring any such Indebtedness, the Agent shall receive a specific assignment of receivables from MadTel Holdings, which will include a postponement from MadTel Holdings, together with any additional documentation and opinions required by the Agent, all in form and substance satisfactory to the Agent, in its sole discretion; and
(h) Indebtedness of the Borrower which does not exceed $25,000,000 in the aggregate at any one time outstanding; PROVIDEDto PNII, HOWEVER, that the sum of PNNV or PNCHI so long as (1i) the aggregate amount Borrower is a wholly-owned Subsidiary of PNII, PNNV or PNCHI, as the case may be, (ii) the Indebtedness is not secured by any Lien, (iii) the Agent receives a limited recourse guaranty from PNII, PNNV or PNCHI, as the case may be, (iv) the corresponding debt instruments are assigned to the Agent as security for the obligations of PNII, PNNV or PNCHI, as the case may be, under their respective guaranties, (v) any such Indebtedness permitted pursuant is fully postponed to the Obligations, and (vi) the Agent shall have received any additional documentation and opinions which it deems appropriate in respect of, inter alia, corporate existence, and due authorization, execution, delivery and enforceability of the guaranties referred to in this Section 7.1(g7.1(h). In this regard, prior to incurring any such Indebtedness, the Agent shall receive a limited recourse guaranty from the creditors referred to in this Section 7.1(h), PLUS (2) which will include an assignment and postponement from such creditors, together with any additional documentation and opinions required by the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 Agent, all in the aggregate at any one time outstanding, on terms form and conditions reasonably substance satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 , in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, or (ii) Capitalized Lease Obligationssole discretion.
Appears in 1 contract
Samples: Loan Agreement (Paging Network Inc)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (other than the Obligations described in Section 7.1(c) below);
(b) operating accounts payable, accrued expenses and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(dc) obligations under Interest Rate Hedge Agreements with respect to having a notional principal amount of not more than fifty percent (50%) of the LoansAccommodations in the aggregate outstanding at any time;
(ed) Indebtedness of the Borrower, Borrower or of any of its wholly-owned Subsidiaries to any other wholly-owned Subsidiary of the Borrower or any other Subsidiary, so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Obligations;
(e) Indebtedness expressly permitted pursuant of any of wholly-owned Subsidiaries of the Borrower to Section 7.5 hereofthe Borrower so long as the corresponding debt instruments are pledged to the Agent as security for the Obligations;
(f) the Incremental Facility;Capitalized Lease Obligations in an aggregate amount not to exceed $500,000 at any time outstanding; and
(ig) secured Indebtedness of the Borrower which does to PageNet Canada so long as (i) the Indebtedness is not exceed $10,000,000 in the aggregate at secured by any one time outstandingLien, and/or (ii) unsecured the corresponding debt instruments are assigned to the Agent as security for the PageNet Canada Obligations, and (iii) any such Indebtedness is fully postponed to the Obligations. In this regard, prior to incurring any such Indebtedness, the Agent shall receive a specific assignment of receivables from PageNet Canada, which will include a postponement from PageNet Canada, together with any additional documentation and opinions required by the Borrower which does not exceed $25,000,000 Agent, all in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms form and conditions reasonably substance satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 , in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, or (ii) Capitalized Lease Obligationssole discretion.
Appears in 1 contract
Samples: Loan Agreement (Paging Network Inc)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (other than the Obligations described in Section 7.1(d) below);
(b) operating accounts payable, accrued expenses and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted Liens;
(d) obligations Obligations under Interest Rate Hedge Agreements with respect to having a notional principal amount of not more than $125,000,000 in the Loansaggregate;
(e) Indebtedness of the Borrower, Borrower or of any of its the Restricted Subsidiaries to the Borrower or any other Subsidiary, Restricted Subsidiary so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Indebtedness for Money Borrowed of the Incremental FacilityBorrower which is pari passu with the Obligations in an aggregate principal amount not to exceed $100,000,000, provided that (i) such Indebtedness for Money Borrowed is issued under and governed by this Agreement pursuant to an amendment to this Agreement which is in form and substance satisfactory to the Majority Lenders and (ii) both before and after giving effect to the incurrence of such Indebtedness for Money Borrowed, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof;
(ig) secured Indebtedness Unsecured Subordinated Debt of the Borrower issued pursuant to the 1995 Indenture, the A+ Indenture, the ProNet Indenture, the 1997 Indenture, the 1998 Indenture and other unsecured Subordinated Debt (including, without limitation, seller notes issued in conjunction with Acquisitions permitted under Section 7.6 hereof), provided that (i) such Subordinated Debt is subordinated to the prior payment and performance of the Obligations on terms satisfactory to the Majority Lenders, (ii) under the terms of such Subordinated Debt there shall be no payment or prepayment of principal in respect thereof prior to the first anniversary of the Maturity Date, and (iii) both before and after giving effect to the incurrence of such Subordinated Debt, the Borrower shall be in compliance with the terms of this Agreement, including, without limitation, Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof, and the Borrower shall have delivered to the Lenders pro forma projections satisfactory to the Majority Lenders demonstrating such compliance through the Maturity Date; and
(h) Other unsecured Indebtedness, including, without limitation, Indebtedness under Capitalized Lease Obligations which does not exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $25,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, or (ii) Capitalized Lease Obligations.
Appears in 1 contract
Samples: Loan Agreement (Metrocall Inc)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (excluding Interest Rate Hedge Obligations permitted pursuant to Section 7.1(d));
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted LiensLiens which, together with Indebtedness permitted under Sections 7.1(f), (g), (h) and (i) (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections), shall not exceed $30,000,000.00 in the aggregate at any time outstanding;
(d) obligations under Interest Rate Hedge Agreements with respect to the LoansAgreements;
(e) unsecured Indebtedness of the Borrower, Borrower or of any of its Subsidiaries to the Borrower or any other Subsidiary, Subsidiary of the Borrower so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Guaranties constituting Indebtedness permitted under Section 7.5 hereof which, together with Indebtedness permitted under Sections 7.1(c), (g), (h) and (i), (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections) shall not exceed $30,000,000.00 in the Incremental Facilityaggregate at any time outstanding;
(g) with respect to any Indebtedness relating to personal property, any conditional sale obligation, any purchase money obligation, any rental obligation, any purchase money security interest or any other arrangement for the use of personal property of any other Person, which in any such case has an unexpired term of not less than one (1) year, other than an arrangement constituting a Capitalized Lease Obligation, provided that the aggregate amount payable by the Borrower and its Subsidiaries pursuant to all such Indebtedness in any fiscal year, together with Indebtedness permitted under Section 7.1(c), (f), (h) and (i), (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections) shall not exceed $30,000,000.00 in the aggregate at any time outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(h) any lease or rental obligation for real property which has an unexpired term of not less than one (1) year, provided that the aggregate amount payable in respect of all such arrangements by the Borrower and its Subsidiaries in any fiscal year, together with Indebtedness permitted under Sections 7.1(c), (f), (g) and (i) (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections) shall not exceed $30,000,000.00 in the aggregate at any time outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(i) secured Indebtedness of Capitalized Lease Obligations, provided that the aggregate amount payable by the Borrower which does and its Subsidiaries in respect of all such Capitalized Lease Obligations in any fiscal year, together with Indebtedness permitted under Sections 7.1(c), (f), (g) and (h), (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections) shall not exceed $10,000,000 30,000,000.00 in the aggregate at any one time outstanding, and/or plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(j) (X) Subordinated Debt incurred pursuant to the terms of the Subordinated Note Indenture as in effect on the Agreement Date; and (Y) other Subordinated Debt incurred on terms and conditions satisfactory to the Co-Lead Arrangers (provided that any Subordinated Debt incurred on terms and conditions substantially similar to the Subordinated Note Indenture shall be deemed satisfactory to the Co-Lead Arrangers); provided, in each case, the Net Proceeds (Indebtedness) of such Subordinated Debt are applied pursuant to Section 2.7(b)(v) hereof, other than the Net Proceeds (Indebtedness) of any Subordinated Debt incurred to pay all or a portion of the purchase price in connection with an Acquisition or to consummate an Investment, in each case as permitted pursuant to Section 7.6; provided that (i) the Administrative Agent has received prior written notice of the incurrence of such Subordinated Debt at the time of any notice required pursuant to Section 7.6, (ii) unsecured such Subordinated Debt is incurred not more than 30 days prior to the consummation of such Acquisition or Investment and (iii) no Default or Event of Default has occurred and is continuing at the time of such incurrence or would exist after giving effect thereto;
(k) Indebtedness of the Borrower which does and its Subsidiaries existing as of the Agreement Date as set forth on Schedule 7 attached hereto;
(l) the Incremental Facility; and
(m) Indebtedness incurred pursuant to the Xxxxxx Agreement, in a principal amount not to exceed $25,000,000 20,000,000.00 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that provided such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that within ninety (90) days of such purchase is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset Equipment (as defined in the Xxxxxx Agreement) in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as a lessee under an operating lease, or (ii) Capitalized Lease Obligationslease on terms and conditions no more restrictive than those contained hereunder.
Appears in 1 contract
Samples: Loan Agreement (Gray Television Inc)
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the ObligationsObligations (excluding Interest Rate Hedge Obligations permitted pursuant to Section 7.1(b)) and any Incremental Facility Loans permitted hereunder;
(b) operating accounts payable, accrued expenses and customer advance payments and accrued Plan contributions Indebtedness incurred in the ordinary course of business;
connection with any Interest Rate Hedge Agreement (ci) Indebtedness secured by Permitted Liens;
with a counterparty and upon terms and conditions (dincluding interest rate) obligations under Interest Hedge Agreements with respect to the Loans;
(e) Indebtedness of the Borrower, or of any of its Subsidiaries to the Borrower or any other Subsidiary, so long as the corresponding debt instruments are pledged reasonably satisfactory to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted or (ii) required pursuant to Section 7.5 hereof;
(f) the Incremental Facility;
(i) secured Indebtedness 5.12; provided that any counterparty that is a Lender or an Affiliate of the Borrower which does not exceed $10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured Indebtedness of the Borrower which does not exceed $25,000,000 in the aggregate at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the aggregate amount of secured Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) a Lender shall not exceed $25,000,000 in the aggregate at any one time outstanding, on terms and conditions reasonably be deemed satisfactory to the Administrative Agent;
(hc) Subordinated Indebtedness incurred on terms and Preferred Stockconditions satisfactory to the Administrative Agent; provided that any Subordinated Indebtedness incurred to refinance, replace, renew or extend the Subordinated Indebtedness existing on the Agreement Date and that is on terms and conditions substantially similar to the Subordinated Indebtedness being refinanced, replaced, renewed or extended shall be deemed satisfactory to the Administrative Agent; and provided further that, in each case, the Net Proceeds (Indebtedness) of such Subordinated Indebtedness in excess of any such Subordinated Indebtedness being refinanced, replaced, renewed or extended in connection therewith, shall be applied pursuant to Section 2.6(b)(v), other than the Net Proceeds (Indebtedness) of any Subordinated Indebtedness incurred to pay all or a portion of the purchase price in connection with an Acquisition or to consummate an Investment, in each case as permitted pursuant to Section 7.6 (provided that (i) the Administrative Agent has received prior written notice of the incurrence of such Subordinated Indebtedness at the time of any notice required pursuant to Section 7.6, (ii) such Subordinated Indebtedness is incurred not more than 60 days prior to the consummation of such Acquisition or Investment and (iii) no Default or Event of Default has occurred and is continuing at the time of such incurrence or would exist after giving effect thereto);
(id) Indebtedness which does not exceed $5,000,000 in existing on the aggregate at Agreement Date and set forth on Schedule 6, and, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any one time outstandingrefinancings, refundings, renewals or extensions thereof; PROVIDED, HOWEVER, provided that such refinancings, refundings, renewals or extensions shall be (A) no more restrictive on the Borrower and its Subsidiaries than the Indebtedness is being refinanced, refunded, renewed or extended and (B) in an amount not greater than the amount outstanding at the time of such refinancing, refunding, renewal or extension plus an amount equal to a reasonable premium or other reasonable amount paid, and fees (including prepayment fees) and expenses reasonably incurred, in connection with such refinancing, refunding, renewal or extension; and
(e) other Indebtedness; provided that (i) purchase money Indebtedness of the Borrower or any of and its Subsidiaries that is incurred or assumed shall be in pro forma compliance with the financial covenant set forth in Section 7.8 both before and after giving effect to finance part or all the incurrence of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating leaseIndebtedness, or (ii) Capitalized Lease Obligationsno Default or Event of Default has occurred and is continuing both before and after giving effect to the incurrence of such Indebtedness and (iii) the Administrative Agent shall have approved the terms and conditions for each incurrence of Indebtedness in excess of $25,000,000 (other than Permitted Secured Indebtedness), which approval shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Indebtedness of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:
(a) the Obligations;
(b) operating accounts payable, accrued expenses (including taxes) and customer advance payments and accrued Plan contributions incurred in the ordinary course of business;
(c) Indebtedness secured by Permitted LiensLiens which, together with Indebtedness permitted under Sections 7.1(f), (g), (h) and (i) (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections), shall not exceed $5,000,000.00 in the aggregate at any time outstanding;
(d) obligations under Interest Rate Hedge Agreements with respect to the LoansAgreements;
(e) unsecured Indebtedness of the Borrower, Borrower or of any of its Subsidiaries to the Borrower or any other Subsidiary, Subsidiary of the Borrower so long as the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and Indebtedness expressly permitted pursuant to Section 7.5 hereofObligations;
(f) Guaranties constituting Indebtedness permitted under Section 7.5 hereof which, together with Indebtedness permitted under Sections 7.1(c), (g), (h) and (i), (other than obligations incurred pursuant to an Acquisition as may be permitted in such Sections) shall not exceed $5,000,000.00 in the Incremental Facilityaggregate at any time outstanding;
(g) with respect to any personal property, any conditional sale obligation, any purchase money obligation, any rental obligation, any purchase money security interest or any other arrangement for the use of personal property of any other Person, which in any such case has an unexpired term of not less than one (1) year, other than an arrangement constituting a Capitalized Lease Obligation, provided that the aggregate amount payable by the Borrower and its Subsidiaries pursuant to all such arrangements in any fiscal year, together with Indebtedness permitted under Section 7.1(c), (f), (h) and (i), (other than obligations incurred pursuant to a Permitted Acquisition as may be permitted in such Sections) shall not exceed $5,000,000.00 in the aggregate at any time outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(h) any lease or rental obligation for real property which has an unexpired term of not less than one (1) year, provided that the aggregate amount payable in respect of all such arrangements by the Borrower and its Subsidiaries in any fiscal year, together with Indebtedness permitted under Sections 7.1(c), (f), (g) and (i) (other than obligations incurred pursuant to a Permitted Acquisition as may be permitted in such Sections) shall not exceed $5,000,000.00 in the aggregate at any time outstanding, plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof;
(i) secured Indebtedness of Capitalized Lease Obligations, provided that the aggregate amount payable by the Borrower which does and its Subsidiaries in respect of all such Capitalized Lease Obligations in any fiscal year, together with Indebtedness permitted under Sections 7.1(c), (f), (g) and (h), (other than obligations incurred pursuant to a Permitted Acquisition as may be permitted in such Sections) shall not exceed $10,000,000 5,000,000.00 in the aggregate at any one time outstanding, and/or plus the amount of any such obligations incurred pursuant to an Acquisition permitted under Section 7.6 hereof; -72- 79
(iij) unsecured Indebtedness Subordinated Debt incurred pursuant to the terms of the Borrower which does Subordinated Note Indenture as in effect on the date hereof in a principal amount not to exceed $25,000,000 160,000,000, or Indebtedness incurred in the aggregate at any one time outstanding; PROVIDEDrefinancing such Subordinated Debt, HOWEVER, that the sum of (1) the aggregate amount of secured provided such refinancing Indebtedness permitted pursuant to this Section 7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at any one time outstanding, is on terms and conditions reasonably satisfactory to the Administrative Agent;
(h) Subordinated Indebtedness and Preferred Stock;
(i) Indebtedness which does not exceed $5,000,000 in the aggregate at any one time outstandingRequired Lenders; PROVIDED, HOWEVER, that such Indebtedness is (i) purchase money Indebtedness of the Borrower or any of its Subsidiaries that is incurred or assumed to finance part or all of (but not more than) the purchase price of a tangible asset in which neither the Borrower nor such Subsidiary had at any time prior to such purchase any interest other than a security interest or an interest as lessee under an operating lease, or (ii) Capitalized Lease Obligations.and
Appears in 1 contract
Samples: Loan Agreement (Gray Communications Systems Inc /Ga/)
