Common use of Limitation on Indebtedness of Restricted Subsidiaries Clause in Contracts

Limitation on Indebtedness of Restricted Subsidiaries. The Company will not permit any Restricted Subsidiaries, directly or indirectly, to create, incur, assume or suffer to exist any Indebtedness (which for purposes hereof shall include, without duplication, Guarantee Obligations) unless immediately thereafter the aggregate amount of (x) all Indebtedness of Restricted Subsidiaries (excluding (A) any Guarantee Obligations in respect of Indebtedness under the Revolving Credit Facility or the Notes, and (B) Indebtedness owed to the Company or a Restricted Subsidiary, including any renewal or replacement of any of the obligations under clauses (A) or (B)), (y) the aggregate amount of indebtedness secured by Liens permitted under clause (11) of the definition of “Permitted Liens” contained in the Indenture and (z) the discounted present value of all net rentals payable under leases covered by Section 4.08(a) of the Indenture (and not expressly excluded therefrom) would not exceed the greater of $300 million or 15% of Consolidated Net Worth; provided, however, that, solely, for the purposes of this covenant, Indebtedness shall not include indebtedness incurred in connection with (a) overdraft or similar facilities related to settlement, clearing and related activities by a Restricted Subsidiary in the ordinary course of business consistent with past practice, (b) Purchased Receivables Financings, (c) to the extent the same constitutes Indebtedness, obligations in respect of net capital adjustments and/or earn-out arrangements pursuant to a purchase or acquisition otherwise permitted under the Indenture, (d) obligations under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims or other statutory obligations and obligations in respect of bank overdrafts not more than two days overdue, in each case, incurred in the ordinary course of business, (e) indebtedness owing to insurance companies to finance insurance premiums incurred in the ordinary course of business and (f) Guarantee Obligations with respect to Indebtedness and other liabilities otherwise permitted under the Indenture; and provided, further, that any Indebtedness of a Person (i) existing at the time such Person becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary or other entity or (ii) assumed by the Company or a Subsidiary in connection with the acquisition of all or a portion of the business of such Person, shall not be deemed to be Indebtedness created, incurred, assumed or guaranteed by a Restricted Subsidiary or otherwise deemed to be Indebtedness of a Restricted Subsidiary for the purposes of this covenant.

Limitation on Indebtedness of Restricted Subsidiaries. The Company will not permit any Restricted Subsidiaries, directly or indirectly, to create, incur, assume or suffer to exist any Indebtedness (which for purposes hereof shall include, without duplication, Guarantee Obligations) unless immediately thereafter the aggregate amount of (x) all Indebtedness of Restricted Subsidiaries (excluding (A) any Guarantee Obligations in respect of Indebtedness under the Revolving Credit Facility Facility, the Company’s Floating Rate Notes due 2008, 5.930% Notes due 2016, 6.200% Notes due 2036 or the Notes, (B) the Bridge Loan Facility (and any Guarantee Obligations in respect thereof) and (BC) Indebtedness owed to the Company or a Restricted Subsidiary, including any renewal or replacement of any of the obligations under clauses (A), (B) or (BC)), (y) the aggregate amount of indebtedness secured by Liens permitted under clause (11) of the definition of “Permitted Liens” contained in the Indenture and (z) the discounted present value of all net rentals payable under leases covered by Section 4.08(a) of the Indenture (and not expressly excluded therefrom) would not exceed the greater of $300 million or 15% of Consolidated Net Worth; provided, however, that, solely, for the purposes of this covenant, Indebtedness shall not include indebtedness incurred in connection with (a) overdraft or similar facilities related to settlement, clearing and related activities by a Restricted Subsidiary in the ordinary course of business consistent with past practice, (b) Purchased Receivables Financings, (c) to the extent the same constitutes Indebtedness, obligations in respect of net capital adjustments and/or earn-out arrangements pursuant to a purchase or acquisition otherwise permitted under the Indenture, (d) obligations under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims or other statutory obligations and obligations in respect of bank overdrafts not more than two days overdue, in each case, incurred in the ordinary course of business, (e) indebtedness owing to insurance companies to finance insurance premiums incurred in the ordinary course of business and (f) Guarantee Obligations with respect to Indebtedness and other liabilities otherwise permitted under the Indenture; and provided, further, that any Indebtedness of a Person (i) existing at the time such Person becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary or other entity or (ii) assumed by the Company or a Subsidiary in connection with the acquisition of all or a portion of the business of such Person, shall not be deemed to be Indebtedness created, incurred, assumed or guaranteed by a Restricted Subsidiary or otherwise deemed to be Indebtedness of a Restricted Subsidiary for the purposes of this covenant.

Limitation on Indebtedness of Restricted Subsidiaries. The Company will not permit any Restricted Subsidiaries, directly or indirectly, to create, incur, assume or suffer to exist any Indebtedness (which for purposes hereof shall include, without duplication, Guarantee Obligations) unless immediately thereafter the aggregate amount of (x) all Indebtedness of Restricted Subsidiaries (excluding (A) any Guarantee Obligations in respect of Indebtedness under the Revolving Credit Facility Facility, the Company’s 5.400% Notes due 2011, 5.930% Notes due 2016, 6.200% Notes due 2036 or the Notes, (B) the Bridge Loan Facility (and any Guarantee Obligations in respect thereof) and (BC) Indebtedness owed to the Company or a Restricted Subsidiary, including any renewal or replacement of any of the obligations under clauses (A), (B) or (BC)), (y) the aggregate amount of indebtedness secured by Liens permitted under clause (11) of the definition of “Permitted Liens” contained in the Indenture and (z) the discounted present value of all net rentals payable under leases covered by Section 4.08(a) of the Indenture (and not expressly excluded therefrom) would not exceed the greater of $300 million or 15% of Consolidated Net Worth; provided, however, that, solely, for the purposes of this covenant, Indebtedness shall not include indebtedness incurred in connection with (a) overdraft or similar facilities related to settlement, clearing and related activities by a Restricted Subsidiary in the ordinary course of business consistent with past practice, (b) Purchased Receivables Financings, (c) to the extent the same constitutes Indebtedness, obligations in respect of net capital adjustments and/or earn-out arrangements pursuant to a purchase or acquisition otherwise permitted under the Indenture, (d) obligations under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims or other statutory obligations and obligations in respect of bank overdrafts not more than two days overdue, in each case, incurred in the ordinary course of business, (e) indebtedness owing to insurance companies to finance insurance premiums incurred in the ordinary course of business and (f) Guarantee Obligations with respect to Indebtedness and other liabilities otherwise permitted under the Indenture; and provided, further, that any Indebtedness of a Person (i) existing at the time such Person becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary or other entity or (ii) assumed by the Company or a Subsidiary in connection with the acquisition of all or a portion of the business of such Person, shall not be deemed to be Indebtedness created, incurred, assumed or guaranteed by a Restricted Subsidiary or otherwise deemed to be Indebtedness of a Restricted Subsidiary for the purposes of this covenant.

Limitation on Indebtedness of Restricted Subsidiaries. The Company will not permit any Restricted Subsidiaries, directly or indirectly, to create, incur, assume or suffer to exist any Indebtedness (which for purposes hereof shall include, without duplication, Guarantee Obligations) unless immediately thereafter the aggregate amount of (x) all Indebtedness of Restricted Subsidiaries (excluding (A) any Guarantee Obligations in respect of Indebtedness under the Revolving Credit Facility Facility, the Company’s Floating Rate Notes due 2008, 5.400% Notes due 2011, 5.930% Notes due 2016 or the Notes, (B) the Bridge Loan Facility (and any Guarantee Obligations in respect thereof) and (BC) Indebtedness owed to the Company or a Restricted Subsidiary, including any renewal or replacement of any of the obligations under clauses (A), (B) or (BC)), (y) the aggregate amount of indebtedness secured by Liens permitted under clause (11) of the definition of “Permitted Liens” contained in the Indenture and (z) the discounted present value of all net rentals payable under leases covered by Section 4.08(a) of the Indenture (and not expressly excluded therefrom) would not exceed the greater of $300 million or 15% of Consolidated Net Worth; provided, however, that, solely, for the purposes of this covenant, Indebtedness shall not include indebtedness incurred in connection with (a) overdraft or similar facilities related to settlement, clearing and related activities by a Restricted Subsidiary in the ordinary course of business consistent with past practice, (b) Purchased Receivables Financings, (c) to the extent the same constitutes Indebtedness, obligations in respect of net capital adjustments and/or earn-out arrangements pursuant to a purchase or acquisition otherwise permitted under the Indenture, (d) obligations under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims or other statutory obligations and obligations in respect of bank overdrafts not more than two days overdue, in each case, incurred in the ordinary course of business, (e) indebtedness owing to insurance companies to finance insurance premiums incurred in the ordinary course of business and (f) Guarantee Obligations with respect to Indebtedness and other liabilities otherwise permitted under the Indenture; and provided, further, that any Indebtedness of a Person (i) existing at the time such Person becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary or other entity or (ii) assumed by the Company or a Subsidiary in connection with the acquisition of all or a portion of the business of such Person, shall not be deemed to be Indebtedness created, incurred, assumed or guaranteed by a Restricted Subsidiary or otherwise deemed to be Indebtedness of a Restricted Subsidiary for the purposes of this covenant.

Limitation on Indebtedness of Restricted Subsidiaries. The (a) Following the occurrence of the Termination and Release, the Company will shall not permit any Restricted Subsidiaries, directly or indirectly, Subsidiary to create, incur, assume or suffer to exist Incur any Indebtedness (which for purposes hereof shall includeunless, without duplicationafter giving effect to the Incurrence of such Indebtedness and the application of the net proceeds therefrom, Guarantee Obligations) unless immediately thereafter the aggregate amount of (x) Indebtedness of all Restricted Subsidiaries plus the aggregate amount of all Indebtedness of the Company secured by a Lien on the Company's assets is not greater than 15% of the Company's Consolidated Tangible Assets. Notwithstanding the foregoing, any Restricted Subsidiaries Subsidiary (excluding other than Palm Shipping, except as provided in clause (Av) any Guarantee Obligations in respect below) also may Incur each and all of Indebtedness under the Revolving Credit Facility or the Notes, and following: (Bi) Indebtedness owed of a Restricted Subsidiary to the Company or a to any other Wholly Owned Restricted Subsidiary; (ii) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, outstanding Indebtedness of any Restricted Subsidiary, including other than Indebtedness Incurred under clause (i) or (v) of this paragraph (a) and any renewal refinancings thereof, in an amount not to exceed the principal amount so exchanged, refinanced or replacement refunded (plus premiums, accrued and unpaid interest, fees and expenses thereon); provided that Indebtedness the proceeds of any which are used to refinance or refund the Securities or other Indebtedness of the obligations Company that is pari passu with, or subordinated in right of payment to, the Securities shall only be permitted under clauses this clause (iii) if (A) in case the Securities are refinanced in part or the Indebtedness to be refinanced is pari passu with the Securities, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or 70 79 remains outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities, (B))) in case the Indebtedness to be refinanced is subordinated in right of payment to the Securities, (y) such new Indebtedness, by its terms or by the aggregate amount terms of indebtedness secured by Liens permitted under clause (11) any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the definition of “Permitted Liens” contained in the Indenture and (z) the discounted present value of all net rentals payable under leases covered by Section 4.08(a) of the Indenture (and not expressly excluded therefrom) would not exceed the greater of $300 million or 15% of Consolidated Net Worth; providedSecurities, however, that, solely, for the purposes of this covenant, Indebtedness shall not include indebtedness incurred in connection with (a) overdraft or similar facilities related to settlement, clearing and related activities by a Restricted Subsidiary in the ordinary course of business consistent with past practice, (b) Purchased Receivables Financings, (c) at least to the extent that the same constitutes Indebtedness to be refinanced is subordinated to the Securities and (C) such new Indebtedness, obligations determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness so exchanged, refinanced or refunded and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness so exchanged, refinanced or refunded; (iii) Indebtedness (A) in respect of net capital adjustments and/or earn-out arrangements pursuant to a purchase or acquisition otherwise permitted under the Indenture, (d) obligations under performance bondsperformance, surety or appeal bonds and letter of credit obligations to provide security for worker’s compensation claims or other statutory obligations and obligations in respect of bank overdrafts not more than two days overdue, in each case, incurred provided in the ordinary course of business, (eB) indebtedness owing under Currency Agreements and Interest Rate Agreements; provided that, in the case of Currency Agreements that relate to insurance companies other Indebtedness, such Currency Agreements do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder, and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of any Restricted Subsidiaries pursuant to finance insurance premiums incurred such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company or of any of its Restricted Subsidiaries and not exceeding the gross proceeds therefrom, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Company or any of its Restricted Subsidiaries for the purpose of financing such acquisition; (iv) Acquired Indebtedness; provided that, with respect to this clause (iv), after giving effect to the Incurrence thereof, the Restricted Subsidiaries could Incur at least $1.00 of Indebtedness pursuant to the first paragraph of this subsection (a); and (v) Indebtedness of Palm Shipping (A) Incurred in the ordinary course of business and (f) Guarantee Obligations with respect to Indebtedness and other liabilities otherwise permitted under the Indenture; and provided, further, that any Indebtedness of a Person (i) existing at the time such Person becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary or other entity or (ii) assumed by the Company or a Subsidiary in connection with the acquisition operation of all any Vessel in an aggregate principal amount not to exceed $25 million outstanding at any one time or a portion (B) to the Company resulting from advances to Palm Shipping by the Company. (b) For purposes of determining any particular amount of Indebtedness under this Section 5.03, Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this Section 5.03, (i) in the event that 71 80 an item of Indebtedness meets the criteria of more than one of the business types of Indebtedness described above in this Section, the Company, in its sole discretion, shall classify such item of Indebtedness and only be required to include the amount and type of such PersonIndebtedness in one of such clauses and (ii) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in conformity with GAAP. Notwithstanding any other provision of this Section 5.03, the maximum amount of Indebtedness that any Restricted Subsidiary may Incur pursuant to this Section 5.03 shall not be deemed to be exceeded due solely to fluctuations in the exchange rates of currencies. (c) Following the occurrence of the Termination and Release, the Company may not incur any Indebtedness created, incurred, assumed or guaranteed by a Restricted Subsidiary or otherwise deemed that is expressly subordinated to be any other Indebtedness of a Restricted Subsidiary for the purposes Company unless such Indebtedness, by its terms or the terms of this covenantany agreement or instrument pursuant to which such Indebtedness is issued or remains outstanding, is also expressly made subordinate to the Securities at least to the extent that it is subordinated to such other Indebtedness. SECTION 5.04.

Limitation on Indebtedness of Restricted Subsidiaries. The Company will not permit any Restricted Subsidiaries, directly or indirectly, Subsidiary to create, incurissue, assume or suffer to exist guarantee any Indebtedness for borrowed money other than (which for purposes hereof shall include, without duplication, Guarantee Obligations) unless immediately thereafter the aggregate amount of (x) all Indebtedness of Restricted Subsidiaries (excluding (A) any Guarantee Obligations in respect of Indebtedness under the Revolving Credit Facility or the Notes, and (B1) Indebtedness owed secured by a lien which such Restricted Subsidiary is permitted to create or assume pursuant to Section 4.10 without securing the Securities, (2) Indebtedness to the Company or another Restricted Subsidiary, (3) Indebtedness of any corporation that exists at the time such corporation becomes a Restricted Subsidiary, including any renewal or replacement PROVIDED that, such indebtedness is not incurred in anticipation of any of the obligations under clauses (A) or (B))such corporation becoming a Restricted Subsidiary, (y4) Indebtedness of a corporation that exists at the aggregate amount time such corporation is merged with or into or consolidated with a Restricted Subsidiary or at 52 64 the time of indebtedness secured by Liens permitted under clause (11) of the definition of “Permitted Liens” contained in the Indenture and (z) the discounted present value a sale, lease or other disposition of all net rentals payable under leases covered by Section 4.08(a) or substantially all the properties of the Indenture (and not expressly excluded therefrom) would not exceed the greater of $300 million or 15% of Consolidated Net Worth; provideda corporation to a Restricted Subsidiary, however, PROVIDED that, solelysuch Indebtedness is not incurred in anticipation of such merger, for the purposes of this covenantconsolidation or sale, lease or other disposition, (5) Indebtedness shall not include indebtedness incurred in connection with any industrial development bond financing, (a6) overdraft or similar facilities related to settlement, clearing and related activities Indebtedness incurred by a such Restricted Subsidiary in the ordinary course of business consistent with past practice, (b) Purchased Receivables Financings, (c) to the extent the same constitutes Indebtedness, obligations in respect of net capital adjustments and/or earn-out arrangements pursuant to a purchase or acquisition otherwise permitted under the Indenture, (d) obligations under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims or other statutory obligations and obligations in respect of bank overdrafts not more than two days overdue, in each case, incurred in the ordinary course of business, (e) indebtedness owing to insurance companies to finance insurance premiums incurred in the ordinary course of business and (f) Guarantee Obligations with respect to Indebtedness and other liabilities otherwise permitted under the Indenture; and provided, further, that any Indebtedness of a Person (i) existing at the time such Person becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary or other entity or (ii) assumed by the Company or a Subsidiary in connection with the acquisition of all or a portion of the business of such PersonRestricted Subsidiary and which matures not more than, and is not renewable or executable at the option of the obligor to a date more than, twelve months after the date such Indebtedness is incurred, and (7) Indebtedness incurred by any Restricted Subsidiary to extend, renew or replace, in whole or in part, any Indebtedness referred to in the foregoing clauses (3) or (4) or Indebtedness of any Restricted Subsidiary existing at the date hereof, PROVIDED that the principal amount of Indebtedness so incurred shall not be deemed exceed the principal amount of indebtedness outstanding at the time of such extension, renewal or replacement. Notwithstanding the foregoing, the Company may permit one or more Restricted Subsidiaries to be issue, assume or guarantee any Indebtedness for borrowed money which is not secured by a Lien upon any Principal Property or shares of Capital Stock or Indebtedness of any Restricted Subsidiary, PROVIDED that, the aggregate amount of all such Indebtedness permitted by this paragraph (together with all Liens created, incurred, assumed or guaranteed incurred by a Restricted Subsidiary the Company and its Subsidiaries (as measured by all Indebtedness secured by all such Liens then outstanding or otherwise deemed to be so created or assumed) and all Sale/Leaseback Transactions entered into (as measured by the Attributable Indebtedness of a Restricted Subsidiary for the purposes all such Sale/Leaseback Transactions then outstanding or to be so entered into)) at any time outstanding shall not exceed 10% of this covenantConsolidated Net Tangible Assets.

Limitation on Indebtedness of Restricted Subsidiaries. The Company will not permit any Restricted Subsidiaries, directly or indirectly, to create, incur, assume or suffer to exist any Indebtedness (which for purposes hereof shall include, without duplication, Guarantee Obligations) unless immediately thereafter the aggregate amount of (x) all Indebtedness of Restricted Subsidiaries (excluding (A) any Guarantee Obligations in respect of Indebtedness under the Revolving Credit Facility or the Notes, (B) the Bridge Loan Facility (and any Guarantee Obligations in respect thereof) and (BC) Indebtedness owed to the Company or a Restricted Subsidiary, including any renewal or replacement of any of the obligations under clauses (A), (B) or (BC)), (y) the aggregate amount of indebtedness secured by Liens permitted under clause (11) of the definition of “Permitted Liens” contained in the Indenture and (z) the discounted present value of all net rentals payable under leases covered by Section 4.08(a) of the Indenture (and not expressly excluded therefrom) would not exceed the greater of $300 million or 15% of Consolidated Net Worth; provided, however, that, solely, for the purposes of this covenant, Indebtedness shall not include indebtedness incurred in connection with (a) overdraft or similar facilities related to settlement, clearing and related activities by a Restricted Subsidiary in the ordinary course of business consistent with past practice, (b) Purchased Receivables Financings, (c) to the extent the same constitutes Indebtedness, obligations in respect of net capital adjustments and/or earn-out arrangements pursuant to a purchase or acquisition otherwise permitted under the Indenture, (d) obligations under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims or other statutory obligations and obligations in respect of bank overdrafts not more than two days overdue, in each case, incurred in the ordinary course of business, (e) indebtedness owing to insurance companies to finance insurance premiums incurred in the ordinary course of business and (f) Guarantee Obligations with respect to Indebtedness and other liabilities otherwise permitted under the Indenture; and provided, further, that any Indebtedness of a Person (i) existing at the time such Person becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary or other entity or (ii) assumed by the Company or a Subsidiary in connection with the acquisition of all or a portion of the business of such Person, shall not be deemed to be Indebtedness created, incurred, assumed or guaranteed by a Restricted Subsidiary or otherwise deemed to be Indebtedness of a Restricted Subsidiary for the purposes of this covenant.