Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall not, and shall not permit any Subsidiary to, enter into, Guarantee or otherwise become liable with respect to any Sale/Leaseback Transaction unless at least one of the following conditions is satisfied: (a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) the transfer or other disposition by such Wholly Owned Guarantor Subsidiary of any such lease to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or (ii) the issuance, sale, lease, transfer or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of such Sale/Leaseback Transaction by the parties thereto; (b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property to secure Debt in an amount at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred; (c) AK Steel or such Subsidiary could create a Lien under subsection (i) of Section 4.12 hereof on the property to secure Debt at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred; or (d) the Sale/Leaseback Transaction is treated as an Asset Disposition and all the conditions of Section 4.10 hereof are satisfied with respect to such Sale/Leaseback Transaction (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection (c) of Section 4.10 hereof).
Appears in 1 contract
Samples: Indenture (Ak Steel Corp)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- The Company shall not, and shall not permit any Subsidiary to, enter into, Guarantee or otherwise become liable with respect to into any Sale/Leaseback Transaction with respect to any property unless at least one of the following conditions is satisfied:
(a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) the transfer Company or other disposition by such Wholly Owned Guarantor Subsidiary of any would be entitled to create Security Interests on such lease property securing such Attributable Debt without equally and ratably securing the Indenture Securities pursuant to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary the covenant described under Section 1006 or (ii) the issuance, sale, lease, transfer net cash proceeds received by the Company or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor any Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of in connection with such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property to secure Debt in an amount are at least equal to the Attributable Debt in respect fair value (as determined by the board of such Sale/Leaseback Transaction and AK Steel or such Subsidiarydirectors of the Company or, as the case may be, receives consideration at least such Subsidiary) of such property, and the Company or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the Fair Market Valuenet proceeds thereof and, as determined in good faith by the Board case of Directors of Holdinga sale or transfer otherwise than for cash, an amount equal to the fair market value of the property transferred;
(c) AK Steel or such Subsidiary could create a Lien under subsection (i) of Section 4.12 hereof on the property to secure Debt at least equal so leased, to the Attributable Debt in respect retirement, within 180 days after the effective date of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of HoldingTransaction, of the Securities subject to the provisions of Article Eleven or Debt of the Company ranking on a parity with the Securities and owing to a Person other than the Company or any Affiliate of the Company or to the construction or improvement of real property transferredor personal property used in the ordinary course of business. These restrictions will not apply to (a) transactions providing for a lease for a term, including any renewal thereof, of not more than three years; or
(db) transactions between the Company and a Subsidiary or between Subsidiaries; and (c) transactions between the Company and a joint venture, partnership or other association or affiliation in which the Company has at least a 50% interest, directly or indirectly entered into for operational or strategic reasons and not for financing reasons; provided, however, that the aggregate Attributable Debt of all Sale/Leaseback Transaction is treated as an Asset Disposition Transactions of the Company and all the conditions each Subsidiary or any of Section 4.10 hereof are satisfied with respect them incurred pursuant to such Sale/Leaseback Transaction (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection this clause (c) does not any at time in the aggregate exceed 5% of Section 4.10 hereof)Consolidated Net Tangible Assets of the Company as of the most recently ended quarter of the Company for which financial statements of the Company have been provided (or were required to have been provided) to the Holders of the Securities.
Appears in 1 contract
Samples: Indenture (Nova Chemicals Corp /New)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- (a) The Company shall not, and shall not permit any Subsidiary to, enter into, Guarantee or otherwise become liable with respect to into any Sale/Leaseback Transaction with respect to any property unless at least one of the following conditions is satisfied:
(a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) the transfer Company or other disposition by such Wholly Owned Guarantor Subsidiary of any would be entitled to create Security Interests on such lease property securing the Attributable Debt relating to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary such Sale/Leaseback Transaction without equally and ratably securing the Securities pursuant to the covenant described under Section 1006 or (ii) the issuance, sale, lease, transfer net cash proceeds received by the Company or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor any Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of in connection with such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property to secure Debt in an amount are at least equal to the Attributable Debt fair market value (which fair market value, in respect the case of any such Sale/Leaseback Transaction and AK Steel transaction with net cash proceeds in excess of $10 million, shall be determined by the board of directors (or such Subsidiaryany duly authorized committee thereof) of the Company or, as the case may be, receives consideration at least such Subsidiary) of such property, and the Company or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the Fair Market Valuenet proceeds thereof and, as determined in good faith by the Board case of Directors of Holdinga sale or transfer otherwise than for cash, an amount equal to the fair market value of the property transferred;
(c) AK Steel or such Subsidiary could create a Lien under subsection (i) of Section 4.12 hereof on the property to secure Debt at least equal so leased, to the Attributable Debt in respect retirement, within 180 days after the effective date of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of HoldingTransaction, of the Securities subject to the provisions of Article Eleven or Debt of the Company ranking on a parity with the Securities and owing to a Person other than the Company or any Affiliate of the Company or to the construction or improvement of real property transferred; oror personal property used in the ordinary course of business.
(db) The restrictions in Section 1007(a) shall not apply to transactions between the Company and a joint venture, partnership or other association or affiliation in which the Company has at least a 50% interest, directly or indirectly entered into for operational or strategic reasons and not for financing reasons; provided, however, that the aggregate Attributable Debt of all Sale/Leaseback Transaction is treated as an Asset Disposition Transactions of the Company and all each Subsidiary or any of them incurred pursuant to this Section 1007(b) does not at any one time in the conditions aggregate exceed 15% of Section 4.10 hereof are satisfied with respect to such Sale/Leaseback Transaction (without giving effect to Consolidated Net Tangible Assets of the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection (c) of Section 4.10 hereof)Company.
Appears in 1 contract
Samples: Indenture (HomeCare Labs, Inc.)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall not, and shall not permit any Subsidiary to, enter into, Guarantee or otherwise become liable with respect to any Sale/Leaseback Transaction unless at least one of the following conditions is satisfied:
(a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) the transfer or other disposition by such Wholly Owned Guarantor Subsidiary of any such lease to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or (ii) the issuance, sale, lease, transfer or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property to secure Debt in an amount at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred;
(c) AK Steel or such Subsidiary could create a Lien under subsection (i) of Section 4.12 hereof on the property to secure Debt at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred; or
(d) the Sale/Leaseback Transaction is treated as an Asset Disposition and all the conditions of Section 4.10 hereof are satisfied with respect to such Sale/Leaseback Transaction (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection (csubsection(c) of Section 4.10 hereof).
Appears in 1 contract
Samples: Indenture (Ak Steel Holding Corp)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall The Company will not, and shall will not permit any Restricted Subsidiary to, enter into, Guarantee or otherwise become liable with respect to into any Sale/Leaseback Transaction unless at least one of with any Person (other than the following conditions is satisfiedCompany or a Subsidiary Guarantor) unless:
(a) the lease is between AK Steel and Company or such Subsidiary would be entitled to incur Indebtedness, in a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) principal amount equal to the transfer or other disposition by such Wholly Owned Guarantor Subsidiary of any such lease to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or (ii) the issuance, sale, lease, transfer or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable Attributable Indebtedness with respect to such lease and such lease shall be deemed for purposes of this subsection (a) Sale/Leaseback Transaction, secured by a Lien on the property subject to constitute the entering into of such Sale/Leaseback Transaction by pursuant Section 4.11 above without equally and ratably securing the parties theretoNotes pursuant to such covenant;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create after the date on which the Notes are originally issued and within a Lien on the property to secure Debt in an amount at least equal period commencing six months prior to the Attributable Debt in respect consummation of such Sale/Leaseback Transaction and AK Steel or such Subsidiaryending six months after the consummation thereof, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred;
(c) AK Steel Company or such Subsidiary could create a Lien under subsection (i) shall have expended for property used or to be used in the ordinary course of Section 4.12 hereof on business of the property to secure Debt at least Company and its Subsidiary Guarantors an amount equal to all or a portion of the Attributable Debt in respect net proceeds of such Sale/Leaseback Transaction and AK Steel or the Company shall have elected to designate such Subsidiaryamount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or
(c) the Company, as during the case may be12-month period after the effective date of such Sale/Leaseback Transaction, receives consideration at least equal shall have applied to the Fair Market Valuevoluntary defeasance or retirement of Notes or any Pari Passu Indebtedness an amount equal to
(i) the greater of the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined in good faith by the Board of Directors of Holdingthe Company, of such property at the property transferred; or
(d) the Sale/Leaseback Transaction is treated as an Asset Disposition and all the conditions time of Section 4.10 hereof are satisfied with respect to entering into such Sale/Leaseback Transaction (without giving effect in either case adjusted to reflect the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, remaining term of the lease and any amount expended by the Company as set forth in subsection clause (cb) above), less
(ii) an amount equal to the principal amount of Section 4.10 hereof)Notes and Pari Passu Indebtedness voluntarily defeased or retired by the Company within such 12- month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Subsidiary during such period.
Appears in 1 contract
Samples: Indenture (Wolverine Tube Inc)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall not(a) Neither the Company, and shall not permit the Issuer nor any of the Subsidiary Guarantors may engage in a transaction with any Person (other than the Company, the Issuer or a Subsidiary Guarantor) providing for the leasing by the Company, the Issuer or any Subsidiary toGuarantor of any Principal Property of the Company, enter intothe Issuer or a Subsidiary Guarantor or any property which together with any other property subject to the same transaction or series of related transactions would in the aggregate constitute a Principal Property of the Company, Guarantee the Issuer or otherwise become liable with respect to any a Subsidiary Guarantor (a “Sale/Leaseback Transaction Transaction”), unless the net proceeds of the sale or transfer of the property to be leased are at least one equal to the fair market value of the following conditions is satisfiedsuch property and unless:
(a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) this Indenture would have allowed the transfer or other disposition by such Wholly Owned Guarantor Subsidiary of any such lease to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or (ii) the issuance, sale, lease, transfer or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor SubsidiaryCompany, the provisions Issuer or any of this subsection (a) shall no longer be applicable the Subsidiary Guarantors to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property such Principal Property to secure Debt debt in an amount at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction without securing the Notes pursuant to the terms of Section 4.5; or
(ii) within 360 days, the Company, the Issuer or any Subsidiary Guarantor applies an amount equal to the net proceeds of such sale or transfer to:
(A) the voluntary retirement of any Indebtedness of the Company or its Subsidiaries maturing by its terms more than one year from the date of issuance, assumption or guarantee thereof, which is senior to or ranks equally with the Notes in right of payment and AK Steel owing to a Person other than the Company or such Subsidiary, as any Affiliate of the case may be, receives consideration Company; or
(B) the purchase of additional property that will constitute or form a part of Principal Property and which has a fair market value at least equal to the Fair Market Valuenet proceeds of such sale or transfer.
(b) Notwithstanding Section 4.6(a) above, the Company, the Issuer or any Subsidiary Guarantor may enter into a Sale/Leaseback Transaction which would otherwise be subject to the restrictions of Section 4.6(a) above so as determined in good faith by to create an aggregate amount of Attributable Debt after giving effect thereto that does not, together with all Exempted Debt, exceed the Board greater of Directors of Holding(A) $150.0 million and (B) an amount such that, after giving effect to such other Attributable Debt, the Secured Net Debt Ratio does not exceed 2.75 to 1.0, after giving effect to such Incurrence and the application of the property transferred;proceeds therefrom.
(c) AK Steel or such Subsidiary could create a Lien under subsection Section 4.6(a) does not apply to transactions:
(i) involving a lease which will not exceed three years, including renewals (or which may be terminated by the Company, the Issuer or the applicable Subsidiary Guarantor within a period of not more than three years);
(ii) involving a lease of Principal Property executed by the time of, or within 12 months after, the latest of the acquisition, completion of construction, or commencement of operations of such Principal Property;
(iii) that were for the sale and leasing back to the Company, the Issuer or a Subsidiary any Principal Property; or
(iv) that were entered into prior to, or within 12 months of, the Issue Date.
(d) For purposes of this Section 4.12 hereof 4.6:
(i) in determining compliance with any U.S. dollar-denominated restriction on the property to secure entering into of any Sale/Leaseback Transaction, the U.S. dollar-equivalent principal amount of Attributable Debt at least equal to denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Attributable Debt in respect of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferredwas Incurred; orand
(dii) the maximum amount of Attributable Debt that the Company or any of its Subsidiaries may Incur in respect of any Sale/Leaseback Transaction is treated shall not be deemed to be exceeded solely as an Asset Disposition and all a result of fluctuations in the conditions exchange rate of Section 4.10 hereof are satisfied with respect to such Sale/Leaseback Transaction (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection (c) of Section 4.10 hereof)currencies.
Appears in 1 contract
Samples: Indenture (Open Text Corp)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall (a) The Company will not, and shall will not permit any Restricted Subsidiary of the Company to, enter into, Guarantee or otherwise become liable into any Sale and Leaseback Transaction with respect to any Principal Property unless:
(1) the Sale/Leaseback Transaction unless at least one is solely with the Company or another Subsidiary of the following conditions is satisfied:Company;
(a2) the lease is between AK Steel for a period not in excess of 36 months (or which may be terminated by the Company or such Subsidiary), including renewals;
(3) the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1)-(7) of Section 4.02(b), without equally and ratably securing the Notes then outstanding under the Indenture, to create, Incur, issue, assume or Guarantee Indebtedness secured by a Wholly Owned Guarantor Lien on such property or assets in the amount of the Attributable Debt arising from such Sale/Leaseback Transaction;
(4) the Company or such Subsidiary, within 270 days after the sale of such property or between Wholly Owned Guarantor Subsidiaries; providedassets in connection with such Sale/Leaseback Transaction is completed, however, that upon either applies an amount equal to the net proceeds of the sale of such property or assets to (i) the transfer retirement of Notes, other Funded Debt of the Company ranking on a parity with the Notes or other disposition by such Wholly Owned Guarantor Funded Debt of a Subsidiary of any such lease to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary the Company or (ii) the issuance, sale, lease, transfer purchase of additional property or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of such Sale/Leaseback Transaction by the parties thereto;assets; or
(b5) AK Steel or such Subsidiary under subsections (bA) through (h) of Section 4.12 hereof could create a Lien on the property to secure Debt in an amount at least equal to the Attributable Debt of the Company and Subsidiaries of the Company in respect of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as all other Sale/Leaseback Transactions entered into after the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred;
Issue Date (c) AK Steel or such Subsidiary could create a Lien under subsection (i) of Section 4.12 hereof on the property to secure Debt at least equal to the Attributable Debt in respect of other than any such Sale/Leaseback Transaction and AK Steel or such Subsidiaryas would be permitted as described in clauses (1)-(4) of this sentence), as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred; or
plus (dB) the Sale/Leaseback Transaction is treated as an Asset Disposition aggregate principal amount of Indebtedness secured by Liens on properties and all the conditions of Section 4.10 hereof are satisfied with respect to assets then outstanding (not including any such Sale/Leaseback Transaction Indebtedness secured by Liens described in clauses (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection (c1)-(7) of Section 4.10 hereof4.02(b)) that do not equally and ratably secure such outstanding Notes (or secure such outstanding Notes on a basis that is prior to other Indebtedness secured thereby), would not exceed the greater of (x) $300.0 million and (y) 10% of Consolidated Total Assets.
Appears in 1 contract
Samples: First Supplemental Indenture (Cadence Design Systems Inc)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall The Company will not, and shall will not permit any Subsidiary to, enter into, Guarantee or otherwise become liable with respect to into any Sale/Leaseback Transaction with respect to any property or assets, whether owned on the date of this Indenture or hereafter acquired, unless at least one of the following conditions is satisfied:
(a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) the transfer Company or other disposition by such Wholly Owned Guarantor Subsidiary of any would be entitled to create Security Interests on such lease property securing such Attributable Debt without equally and ratably securing the Notes pursuant to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary the covenant described under Section 1006 or (ii) the issuance, sale, lease, transfer net cash proceeds received by the Company or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor any Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of in connection with such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property to secure Debt in an amount are at least equal to the Attributable Debt in respect fair value (as determined by the Board of such Sale/Leaseback Transaction and AK Steel or such SubsidiaryDirectors of the Company or, as the case may be, receives consideration at least such Subsidiary) of such property or assets, and the Company or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the Fair Market Valuenet proceeds thereof and, as determined in good faith by the Board case of Directors of Holdinga sale or transfer otherwise than for cash, an amount equal to the fair market value of the property transferred;
(c) AK Steel or such Subsidiary could create a Lien under subsection (i) of Section 4.12 hereof on the property to secure Debt at least equal so leased, to the Attributable Debt in respect retirement, within 180 days after the effective date of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of HoldingTransaction, of the Notes subject to the provisions of Article Eleven or Debt of the Company ranking pari passu in right of payment with the Notes and owing to a Person other than the Company or any Affiliate of the Company or to the construction or improvement of real property transferredor personal property used in the ordinary course of business. These restrictions will not apply to (a) transactions providing for a lease for a term, including any renewal thereof, of not more than three years; or
(db) transactions between the Company and a Subsidiary or between Subsidiaries; and (c) transactions between the Company and a joint venture, partnership or other association or affiliation in which the Company has at least a 50% interest, directly or indirectly entered into for operational or strategic reasons and not for financing reasons; provided, however, that the aggregate Attributable Debt of all Sale/Leaseback Transaction is treated Transactions of the Company and each Subsidiary or any of them incurred pursuant to this clause (c) does not, as an Asset Disposition and all of the conditions date of Section 4.10 hereof are satisfied with respect to such consummation of any Sale/Leaseback Transaction Transaction, in the aggregate exceed 5% of Consolidated Net Tangible Assets of the Company as of the most recently ended quarter of the Company for which financial statements of the Company have been provided (without giving effect or were required to have been provided) to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection (c) Holders of Section 4.10 hereof)the Notes.
Appears in 1 contract
Samples: Indenture (Nova Chemicals Corp /New)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall not, and shall not permit (a) Neither the Company nor any Subsidiary to, enter into, Guarantee of the Guarantors may engage in a transaction with any Person (other than the Company or otherwise become liable with respect to a Guarantor) providing for the leasing by the Company or any Guarantor of any Collateral (a “Sale/Leaseback Transaction Transaction”), unless the net proceeds of the sale or transfer of the property to be leased are at least one equal to the fair market value of the following conditions is satisfiedsuch property and unless:
(a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) this Indenture would have allowed the transfer Company or other disposition by such Wholly Owned Guarantor Subsidiary any of any such lease the Guarantors to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or (ii) the issuance, sale, lease, transfer or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property such Collateral to secure Debt debt in an amount at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction without securing the Notes pursuant to the terms of Section 4.5; or
(ii) within 360 days, the Company or any Guarantor applies an amount equal to the net proceeds of such sale or transfer to:
(A) the voluntary retirement of any Indebtedness of the Company or its Subsidiaries maturing by its terms more than one year from the date of issuance, assumption or guarantee thereof, which is senior to or ranks equally with the Notes in right of payment and AK Steel owing to a Person other than the Company or such Subsidiary, as any Affiliate of the case may be, receives consideration Company; or
(B) the purchase of additional property that will constitute or form a part of Collateral and which has a fair market value at least equal to the Fair Market Valuenet proceeds of such sale or transfer.
(b) Notwithstanding Section 4.6(a) above, the Company or any Guarantor may enter into a Sale/Leaseback Transaction which would otherwise be subject to the restrictions of Section 4.6(a) above so as determined in good faith by to create an aggregate amount of Attributable Debt after giving effect thereto that does not, together with all Exempted Debt, exceed the Board greater of Directors of Holding(A) $300 million and (B) an amount such that, after giving effect to such other Attributable Debt, the Secured Net Debt Ratio does not exceed 2.75 to 1.0, after giving effect to such Incurrence and the application of the property transferred;proceeds therefrom.
(c) AK Steel or such Subsidiary could create a Lien under subsection Section 4.6 does not apply to transactions:
(i) involving a lease which will not exceed three years, including renewals (or which may be terminated by the Company or the applicable Guarantor within a period of not more than three years);
(ii) involving a lease of Collateral executed by the time of, or within 12 months after, the latest of the acquisition, completion of construction, or commencement of operations of such Collateral;
(iii) that were for the sale and leasing back to the Company or a Subsidiary any Collateral; or
(iv) that were entered into prior to, or within 12 months of, the Issue Date.
(d) For purposes of this Section 4.12 hereof 4.6:
(i) in determining compliance with any U.S. dollar-denominated restriction on the property to secure entering into of any Sale/Leaseback Transaction, the U.S. dollar-equivalent principal amount of Attributable Debt at least equal to denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Attributable Debt in respect of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferredwas Incurred; orand
(dii) the maximum amount of Attributable Debt that the Company or any Subsidiary may Incur in respect of any Sale/Leaseback Transaction is treated shall not be deemed to be exceeded solely as an Asset Disposition and all a result of fluctuations in the conditions exchange rate of Section 4.10 hereof are satisfied with respect to such Sale/Leaseback Transaction (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection (c) of Section 4.10 hereof)currencies.
Appears in 1 contract
Samples: Indenture (Open Text Corp)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- The Company shall not, and shall not permit any Subsidiary of the Company to, enter into, Guarantee or otherwise become liable with respect to into any Sale/Leaseback Transaction unless at least one with any Person (other than the Company or a Subsidiary of the following conditions is satisfiedCompany) unless:
(a) the lease is between AK Steel and Company or such Subsidiary would be entitled to incur Indebtedness, in a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) principal amount equal to the transfer or other disposition by such Wholly Owned Guarantor Subsidiary of any such lease to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or (ii) the issuance, sale, lease, transfer or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable Attributable Indebtedness with respect to such lease and such lease shall be deemed for purposes of this subsection (a) Sale/Leaseback Transaction, secured by a Lien on the property subject to constitute the entering into of such Sale/Leaseback Transaction by pursuant to Section 4.5 without equally and ratably securing the parties theretoNotes pursuant hereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create after the date on which the Notes are originally issued and within a Lien on the property to secure Debt in an amount at least equal period commencing six months prior to the Attributable Debt in respect consummation of such Sale/Leaseback Transaction and AK Steel or such Subsidiaryending six months after the consummation thereof, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred;
(c) AK Steel Company or such Subsidiary could create a Lien under subsection (i) shall have expended for property used or to be used in the ordinary course of Section 4.12 hereof on business of the property to secure Debt at least Company and its Subsidiaries an amount equal to all or a portion of the Attributable Debt in respect net proceeds of such Sale/Leaseback Transaction and AK Steel the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or
(c) the Company, during the 12-month period after the effective date of such Sale/Leaseback Transaction, shall have applied to the voluntary prepayment or such Subsidiary, as the case may be, receives consideration at least retirement of Notes or any Pari Passu Indebtedness an amount equal to the Fair Market Valuegreater of the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined in good faith by the Board of Directors of Holdingthe Company, of such property at the property transferred; or
(d) the Sale/Leaseback Transaction is treated as an Asset Disposition and all the conditions time of Section 4.10 hereof are satisfied with respect to entering into such Sale/Leaseback Transaction (without giving effect in either case adjusted to reflect the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, remaining term of the lease and any amount expended by the Company as set forth in subsection clause (cb) above), less an amount equal to the principal amount of Section 4.10 hereof)Notes and Pari Passu Indebtedness voluntarily prepaid or retired by the Company within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Subsidiary during such period.
Appears in 1 contract
Samples: Note Exchange and Debenture Agreement (Wolverine Tube Inc)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall The Company and Guarantors will not, and shall will not permit any Subsidiary of their Subsidiaries to, enter intointo any sale and lease-back transaction for the sale and leasing back of any property or asset, Guarantee whether now owned or otherwise become liable with respect to any Sale/Leaseback Transaction unless at least one hereafter acquired, of the following conditions Company or a Guarantor or any of their Subsidiaries (except such transactions (i) entered into prior to the date of this Indenture or (ii) for the sale and leasing back of any property or asset by a Subsidiary of the Company or a Guarantor to the Company or a Guarantor or (iii) involving leases for less than three years or (iv) in which the lease for the property or asset is satisfied:
entered into within 120 days after the later of the date of acquisition, completion of construction or commencement or full operations of such property or asset) unless (a) the lease is between AK Steel and Company or a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) the transfer or other disposition by such Wholly Owned Guarantor Subsidiary of any such lease to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or (ii) the issuance, sale, lease, transfer or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary would be entitled under subsections (b) through (h) of Section 4.12 hereof could create the Limitation on Liens covenant above to create, incur or permit to exist a Lien on the property assets to secure Debt be leased in an amount at least equal to the Attributable Debt Liens in respect of such Sale/Leaseback Transaction transaction without equally and AK Steel ratably securing the Securities, or such Subsidiary, as (b) the case may be, receives consideration proceeds of the sale of the assets to be leased are at least equal to their fair market value and the Fair Market Valueproceeds are applied to the purchase or acquisition (or in the case of real property, as determined in good faith by the Board construction) of Directors assets or to the repayment of Holding, Indebtedness of the property transferred;
(c) AK Steel Company or such a Guarantor or a Subsidiary could create of the Company or a Lien under subsection (i) of Section 4.12 hereof on Guarantor which by its terms matures not earlier than one year after the property to secure Debt at least equal to the Attributable Debt in respect date of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred; or
(d) the Sale/Leaseback Transaction is treated as an Asset Disposition and all the conditions of Section 4.10 hereof are satisfied with respect to such Sale/Leaseback Transaction (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection (c) of Section 4.10 hereof)repayment.
Appears in 1 contract
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall not(a) Neither the Company, the Issuer nor any of the Subsidiary Guarantors may engage in a transaction with any Person (other than the Company, the Issuer or a Subsidiary Guarantor) providing for the leasing by the Company, the Issuer or any Subsidiary Guarantor of any Principal Property of the Company, the Issuer or a Subsidiary Guarantor or any property which together with any other property subject to the same transaction or series of related transactions would in the aggregate constitute a Principal Property of the Company, the Issuer or a Subsidiary Guarantor, except for transactions (i) involving a lease which will not exceed three years, including renewals (or which may be terminated by the Company, the Issuer or the applicable Subsidiary Guarantor within a period of not more than three years), (ii) involving a lease of Principal Property executed by the time of, or within 12 months after, the latest of the acquisition, completion of construction, or commencement of operations of such Principal Property, (iii) that were for the sale and leasing back to the Company, the Issuer or a Subsidiary any Principal Property, and shall not permit any Subsidiary (iv) that were entered into prior to, enter intoor within 12 months of, Guarantee or otherwise become liable with respect to any the Issue Date (a “Sale/Leaseback Transaction Transaction”), unless the net proceeds of the sale or transfer of the property to be leased are at least one equal to the fair market value of the following conditions is satisfiedsuch property and unless:
(a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) this Indenture would have allowed the transfer or other disposition by such Wholly Owned Guarantor Subsidiary of any such lease to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or (ii) the issuance, sale, lease, transfer or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor SubsidiaryCompany, the provisions Issuer or any of this subsection (a) shall no longer be applicable the Subsidiary Guarantors to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property such Principal Property to secure Debt debt in an amount at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction without securing the Notes pursuant to the terms of Section 4.5; or
(ii) within 360 days, the Company, the Issuer or any Subsidiary Guarantor applies an amount equal to the net proceeds of such sale or transfer to:
(A) the voluntary retirement of any Indebtedness of the Company or its Subsidiaries maturing by its terms more than one year from the date of issuance, assumption or guarantee thereof, which is senior to or ranks equally with the Notes in right of payment and AK Steel owing to a Person other than the Company or such Subsidiary, as any Affiliate of the case may be, receives consideration Company; or
(B) the purchase of additional property that will constitute or form a part of Principal Property and which has a fair market value at least equal to the Fair Market Valuenet proceeds of such sale or transfer.
(b) Notwithstanding Section 4.6(a) above, the Company, the Issuer or any Subsidiary Guarantor may enter into a Sale/Leaseback Transaction which would otherwise be subject to the restrictions of Section 4.6(a) above so as determined in good faith by to create an aggregate amount of Attributable Debt after giving effect thereto that does not, together with all Exempted Debt, exceed the Board greater of Directors of Holding(A) $150.0 million and (B) an amount such that, after giving effect to such other Attributable Debt, the Secured Net Debt Ratio does not exceed 2.75 to 1.0, after giving effect to such Incurrence and the application of the property transferred;proceeds therefrom.
(c) AK Steel or such Subsidiary could create a Lien under subsection For purposes of this Section 4.6:
(i) of Section 4.12 hereof in determining compliance with any U.S. dollar-denominated restriction on the property to secure entering into of any Sale/Leaseback Transaction, the U.S. dollar-equivalent principal amount of Attributable Debt at least equal to denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Attributable Debt in respect of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferredwas Incurred; orand
(dii) the maximum amount of Attributable Debt that the Company or any of its Subsidiaries may Incur in respect of any Sale/Leaseback Transaction is treated shall not be deemed to be exceeded solely as an Asset Disposition and all a result of fluctuations in the conditions exchange rate of Section 4.10 hereof are satisfied with respect to such Sale/Leaseback Transaction (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection (c) of Section 4.10 hereof)currencies.
Appears in 1 contract
Samples: Indenture (Open Text Corp)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall The Company will not, and shall will not permit any Restricted Subsidiary to, enter into, Guarantee or otherwise become liable with respect to into any Sale/Leaseback Transaction unless at least one of with any Person (other than the following conditions is satisfiedCompany or a Subsidiary Guarantor) unless:
(a) the lease is between AK Steel and Company or such Subsidiary would be entitled to incur Indebtedness, in a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) principal amount equal to the transfer or other disposition by such Wholly Owned Guarantor Subsidiary of any such lease to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or (ii) the issuance, sale, lease, transfer or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable Attributable Indebtedness with respect to such lease and such lease shall be deemed for purposes of this subsection (a) Sale/Leaseback Transaction, secured by a Lien on the property subject to constitute the entering into of such Sale/Leaseback Transaction by pursuant Section 4.11 above without equally and ratably securing the parties theretoNotes pursuant to such covenant;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create after the date on which the Notes are originally issued and within a Lien on the property to secure Debt in an amount at least equal period commencing six months prior to the Attributable Debt in respect consummation of such Sale/Leaseback Transaction and AK Steel or such Subsidiaryending six months after the consummation thereof, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred;
(c) AK Steel Company or such Subsidiary could create a Lien under subsection (i) shall have expended for property used or to be used in the ordinary course of Section 4.12 hereof on business of the property to secure Debt at least Company and its Subsidiary Guarantors an amount equal to all or a portion of the Attributable Debt in respect net proceeds of such Sale/Leaseback Transaction and AK Steel or the Company shall have elected to designate such Subsidiaryamount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or
(c) the Company, as during the case may be12-month period after the effective date of such Sale/Leaseback Transaction, receives consideration at least equal shall have applied to the Fair Market Valuevoluntary defeasance or retirement of Notes or any Pari Passu Indebtedness an amount equal to
(i) the greater of the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined in good faith by the Board of Directors of Holdingthe Company, of such property at the property transferred; or
(d) the Sale/Leaseback Transaction is treated as an Asset Disposition and all the conditions time of Section 4.10 hereof are satisfied with respect to entering into such Sale/Leaseback Transaction (without giving effect in either case adjusted to reflect the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, remaining term of the lease and any amount expended by the Company as set forth in subsection clause (cb) above), less
(ii) an amount equal to the principal amount of Section 4.10 hereof)Notes and Pari Passu Indebtedness voluntarily defeased or retired by the Company within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Subsidiary during such period.
Appears in 1 contract
Samples: Indenture (Wolverine Tube Inc)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- The Corporation shall not, and shall not permit any Subsidiary to, enter into, Guarantee or otherwise become liable with respect to into any Sale/Leaseback Transaction with respect to any property unless at least one of the following conditions is satisfied:
(a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) the transfer Corporation or other disposition by such Wholly Owned Guarantor Subsidiary of any would be entitled to create Security Interests on such lease property securing such Attributable Debt without equally and rateably securing the Notes pursuant to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary the covenant described under Section 10.6 or (ii) the issuance, sale, lease, transfer net cash proceeds received by the Corporation or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor any Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of in connection with such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property to secure Debt in an amount are at least equal to the Attributable Debt in respect fair value (as determined by the board of such Sale/Leaseback Transaction and AK Steel or such Subsidiarydirectors of the Corporation or, as the case may be, receives consideration at least such Subsidiary) of such property, and the Corporation or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the Fair Market Valuenet proceeds thereof and, as determined in good faith by the Board case of Directors of Holdinga sale or transfer otherwise than for cash, an amount equal to the fair market value of the property transferred;
(c) AK Steel or such Subsidiary could create a Lien under subsection (i) of Section 4.12 hereof on the property to secure Debt at least equal so leased, to the Attributable Debt in respect retirement, within 180 days after the effective date of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of HoldingTransaction, of the Notes subject to the provisions of Article Eleven or Debt of the Corporation ranking on a parity with the Notes and owing to a Person other than the Corporation or any Affiliate of the Corporation or to the construction or improvement of real property transferredor personal property used in the ordinary course of business. These restrictions will not apply to (a) transactions providing for a lease for a term, including any renewal thereof, of not more than three years; or
(db) transactions between the Corporation and a Subsidiary or between Subsidiaries; and (c) transactions between the Corporation and a joint venture, partnership or other association or affiliation in which the Corporation has at least a 50% interest, directly or indirectly, entered into for operational or strategic reasons and not for financing reasons; provided, however, that the aggregate Attributable Debt of all Sale/Leaseback Transaction is treated as an Asset Disposition and all the conditions of Section 4.10 hereof are satisfied with respect Transactions incurred pursuant to such Sale/Leaseback Transaction (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection this clause (c) does not at any one time in the aggregate exceed 5% of Section 4.10 hereof)Consolidated Net Tangible Assets of the Corporation.
Appears in 1 contract
Samples: Indenture (Nova Chemicals Corp /New)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- The Company shall not, and shall not permit any Subsidiary of the Company to, enter into, Guarantee or otherwise become liable with respect to into any Sale/Leaseback Transaction unless at least one with any Person (other than the Company or a Subsidiary of the following conditions is satisfiedCompany) unless:
(a) the lease is between AK Steel and Company or such Subsidiary would be entitled to incur Indebtedness, in a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) principal amount equal to the transfer or other disposition by such Wholly Owned Guarantor Subsidiary of any such lease to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or (ii) the issuance, sale, lease, transfer or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable Attributable Indebtedness with respect to such lease and such lease shall be deemed for purposes of this subsection (a) Sale/Leaseback Transaction, secured by a Lien on the property subject to constitute the entering into of such Sale/Leaseback Transaction by pursuant to Section 4.3 without equally and ratably securing the parties theretoNotes pursuant hereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create after the date on which the Notes are originally issued and within a Lien on the property to secure Debt in an amount at least equal period commencing six months prior to the Attributable Debt in respect consummation of such Sale/Leaseback Transaction and AK Steel or such Subsidiaryending six months after the consummation thereof, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred;
(c) AK Steel Company or such Subsidiary could create a Lien under subsection (i) shall have expended for property used or to be used in the ordinary course of Section 4.12 hereof on business of the property to secure Debt at least Company and its Subsidiaries an amount equal to all or a portion of the Attributable Debt in respect net proceeds of such Sale/Leaseback Transaction and AK Steel the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or
(c) the Company, during the 12-month period after the effective date of such Sale/Leaseback Transaction, shall have applied to the voluntary defeasance or such Subsidiary, as the case may be, receives consideration at least retirement of Notes or any Pari Passu Indebtedness an amount equal to the Fair Market Valuegreater of the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined in good faith by the Board of Directors of Holdingthe Company, of such property at the property transferred; or
(d) the Sale/Leaseback Transaction is treated as an Asset Disposition and all the conditions time of Section 4.10 hereof are satisfied with respect to entering into such Sale/Leaseback Transaction (without giving effect in either case adjusted to reflect the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, remaining term of the lease and any amount expended by the Company as set forth in subsection clause (cb) above), less an amount equal to the principal amount of Section 4.10 hereof)Notes and Pari Passu Indebtedness voluntarily defeased or retired by the Company within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Subsidiary during such period.
Appears in 1 contract
Samples: Indenture (Wolverine Tube Inc)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall (a) The Company will not, and shall will not permit any Subsidiary of the Company to, enter into, Guarantee or otherwise become liable into any Sale and Leaseback Transaction with respect to any Principal Property unless:
(1) the Sale/Leaseback Transaction unless at least one is solely with the Company or another Subsidiary of the following conditions is satisfied:Company;
(a2) the lease is between AK Steel and for a Wholly Owned Guarantor period not in excess of 36 months (or which may be terminated by the Company or such Subsidiary), or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either including renewals;
(i3) the transfer Company or other disposition such Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1)-(8) of Section 4.02(b), without equally and ratably securing the Notes then outstanding under the Indenture, to create, incur, issue, assume or guarantee Debt secured by a Lien on such Wholly Owned Guarantor Subsidiary Principal Property in the amount of any the Attributable Debt arising from such lease to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or Sale/Leaseback Transaction;
(ii4) the issuance, sale, lease, transfer Company or other disposition of Equity Interests (including by consolidation or merger) such Subsidiary within 360 days after the sale of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of Principal Property in connection with such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property to secure Debt in is completed, applies an amount at least equal to the net proceeds of the sale of such Principal Property to (A) the retirement of Notes, other Funded Debt of the Company ranking on a parity with the Notes (or the Guaranties of the Notes) or Funded Debt of a Subsidiary of the Company, (B) the purchase of one or more Principal Properties or (C) a combination thereof; or
(5) (A) the Attributable Debt of the Company and Subsidiaries of the Company in respect of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as all other Sale/Leaseback Transactions entered into after the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred;
Issue Date (c) AK Steel or such Subsidiary could create a Lien under subsection (i) of Section 4.12 hereof on the property to secure Debt at least equal to the Attributable Debt in respect of other than any such Sale/Leaseback Transaction and AK Steel or such Subsidiaryas would be permitted as described in clauses (1)-(4) of this Section 4.03(a)), as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred; or
plus (dB) the Sale/Leaseback Transaction is treated as an Asset Disposition and all the conditions aggregate principal amount of Section 4.10 hereof are satisfied with respect to Debt secured by Liens on Principal Properties then outstanding (not including any such Sale/Leaseback Transaction Debt secured by Liens described in clauses (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection (c1)-(8) of Section 4.10 hereof4.02(b)) that do not equally and ratably secure the outstanding Notes (or secure the outstanding Notes on a basis that is prior to other Debt secured thereby), would not exceed the greater of (x) $2.5 billion and (y) the amount that would cause the Consolidated Secured Debt Ratio to exceed 4.50 to 1.0.
Appears in 1 contract
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall So long as any 2019 Notes are Outstanding, the Company will not, and shall will not permit any Subsidiary to, enter into, Guarantee or otherwise become liable with respect to into any Sale/Leaseback Transaction with respect to any property unless at least one of the following conditions is satisfied:
(a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) the transfer Company or other disposition by such Wholly Owned Guarantor Subsidiary of any would be entitled to create Security Interests on such lease property securing such Attributable Debt without equally and ratably securing the Outstanding 2019 Securities pursuant to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary the covenant described under Section 1006 or (ii) the issuance, sale, lease, transfer net cash proceeds received by the Company or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor any Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of in connection with such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property to secure Debt in an amount are at least equal to the Attributable Debt in respect fair value (as determined by the Board of such Sale/Leaseback Transaction and AK Steel or such SubsidiaryDirectors of the Company or, as the case may be, receives consideration at least such Subsidiary) of such property, and the Company or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the Fair Market Valuenet proceeds thereof and, as determined in good faith by the Board case of Directors of Holdinga sale or transfer otherwise than for cash, an amount equal to the fair market value of the property transferred;
(c) AK Steel or such Subsidiary could create a Lien under subsection (i) of Section 4.12 hereof on the property to secure Debt at least equal so leased, to the Attributable Debt in respect retirement, within 180 days after the effective date of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of HoldingTransaction, of the Outstanding 2019 Securities subject to the provisions of Article Eleven or Debt of the Company ranking on a parity with the Outstanding 2019 Securities and owing to a Person other than the Company or any Affiliate of the Company or to the construction or improvement of real property transferredor personal property used in the ordinary course of business. These restrictions will not apply to (a) transactions providing for a lease for a term, including any renewal thereof, of not more than three years; or
(db) transactions between the Company and a Subsidiary or between Subsidiaries; and (c) transactions between the Company and a joint venture, partnership or other association or affiliation in which the Company has at least a 50% interest, directly or indirectly entered into for operational or strategic reasons and not for financing reasons; provided, however, that the aggregate Attributable Debt of all Sale/Leaseback Transaction is treated as an Asset Disposition Transactions of the Company and all the conditions each Subsidiary or any of Section 4.10 hereof are satisfied with respect them incurred pursuant to such Sale/Leaseback Transaction (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection this clause (c) does not any at time in the aggregate exceed 5% of Consolidated Net Tangible Assets of the Company as of the most recently ended quarter of the Company for which financial statements of the Company have been provided (or were required to have been provided) to the Holders of the 2019 Notes.
(e) The heading and first paragraph of Section 4.10 hereof).1010 of the Indenture shall be amended and restated in its entirety to read as follows:
Appears in 1 contract
Samples: First Supplemental Indenture (Nova Chemicals Corp /New)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall not, and shall not permit (a) Neither the Company nor any Subsidiary to, enter into, Guarantee of the Guarantors may engage in a transaction with any Person (other than the Company or otherwise become liable a Guarantor) providing for the leasing by the Company or any Guarantor of any Principal Property of the Company or a Guarantor or any property which together with respect any other property subject to any the same transaction or series of related transactions would in the aggregate constitute a Principal Property of the Company or a Guarantor (a “Sale/Leaseback Transaction Transaction”), unless the net proceeds of the sale or transfer of the property to be leased are at least one equal to the fair market value of the following conditions is satisfiedsuch property and unless:
(a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) this Indenture would have allowed the transfer Company or other disposition by such Wholly Owned Guarantor Subsidiary any of any such lease the Guarantors to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or (ii) the issuance, sale, lease, transfer or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property such Principal Property to secure Debt debt in an amount at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction without securing the Notes pursuant to the terms of Section 4.5; or
(ii) within 360 days, the Company or any Guarantor applies an amount equal to the net proceeds of such sale or transfer to:
(A) the voluntary retirement of any Indebtedness of the Company or its Subsidiaries maturing by its terms more than one year from the date of issuance, assumption or guarantee thereof, which is senior to or ranks equally with the Notes in right of payment and AK Steel owing to a Person other than the Company or such Subsidiary, as any Affiliate of the case may be, receives consideration Company; or
(B) the purchase of additional property that will constitute or form a part of Principal Property and which has a fair market value at least equal to the Fair Market Valuenet proceeds of such sale or transfer.
(b) Notwithstanding Section 4.6(a) above, the Company or any Guarantor may enter into a Sale/Leaseback Transaction which would otherwise be subject to the restrictions of Section 4.6(a) above so as determined in good faith by to create an aggregate amount of Attributable Debt after giving effect thereto that does not, together with all Exempted Debt, exceed the Board greater of Directors of Holding(A) $150.0 million and (B) an amount such that, after giving effect to such other Attributable Debt, the Secured Net Debt Ratio does not exceed 2.75 to 1.0, after giving effect to such Incurrence and the application of the property transferred;proceeds therefrom.
(c) AK Steel or such Subsidiary could create a Lien under subsection Section 4.6(a) does not apply to transactions:
(i) involving a lease which will not exceed three years, including renewals (or which may be terminated by the Company or the applicable Guarantor within a period of not more than three years);
(ii) involving a lease of Principal Property executed by the time of, or within 12 months after, the latest of the acquisition, completion of construction, or commencement of operations of such Principal Property;
(iii) that were for the sale and leasing back to the Company or a Subsidiary any Principal Property; or
(iv) that were entered into prior to, or within 12 months of, the Issue Date.
(d) For purposes of this Section 4.12 hereof 4.6:
(i) in determining compliance with any U.S. dollar-denominated restriction on the property to secure entering into of any Sale/Leaseback Transaction, the U.S. dollar-equivalent principal amount of Attributable Debt at least equal to denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Attributable Debt in respect of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferredwas Incurred; orand
(dii) the maximum amount of Attributable Debt that the Company or any Subsidiary may Incur in respect of any Sale/Leaseback Transaction is treated shall not be deemed to be exceeded solely as an Asset Disposition and all a result of fluctuations in the conditions exchange rate of Section 4.10 hereof are satisfied with respect to such Sale/Leaseback Transaction (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection (c) of Section 4.10 hereof)currencies.
Appears in 1 contract
Samples: Indenture (Open Text Corp)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall not(a) Neither the Company nor any of the Subsidiary Guarantors may engage in a transaction with any Person (other than the Company or a Subsidiary Guarantor) providing for the leasing by the Company or any Subsidiary Guarantor of any Principal Property of the Company or a Subsidiary Guarantor or any property which together with any other property subject to the same transaction or series of related transactions would in the aggregate constitute a Principal Property of the Company or a Subsidiary Guarantor, except for transactions (i) involving a lease which will not exceed three years, including renewals (or which may be terminated by the Company or the applicable Subsidiary Guarantor within a period of not more than three years), (ii) involving a lease of Principal Property executed by the time of, or within 12 months after, the latest of the acquisition, completion of construction, or commencement of operations of such Principal Property, (iii) that were for the sale and leasing back to the Company or a Subsidiary any Principal Property, and shall not permit any Subsidiary (iv) that were entered into prior to, enter intoor within 12 months of, Guarantee or otherwise become liable with respect to any the Issue Date (a “Sale/Leaseback Transaction Transaction”), unless the net proceeds of the sale or transfer of the property to be leased are at least one equal to the fair market value of the following conditions is satisfiedsuch property and unless:
(a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) this Indenture would have allowed the transfer Company or other disposition by such Wholly Owned Guarantor any of the Subsidiary of any such lease Guarantors to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or (ii) the issuance, sale, lease, transfer or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property such Principal Property to secure Debt debt in an amount at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction without securing the Notes pursuant to the terms of Section 4.5; or
(ii) within 360 days, the Company or any Subsidiary Guarantor applies an amount equal to the net proceeds of such sale or transfer to:
(A) the voluntary retirement of any Indebtedness of the Company or its Subsidiaries maturing by its terms more than one year from the date of issuance, assumption or guarantee thereof, which is senior to or ranks equally with the Notes in right of payment and AK Steel owing to a Person other than the Company or such Subsidiary, as any Affiliate of the case may be, receives consideration Company; or
(B) the purchase of additional property that will constitute or form a part of Principal Property and which has a fair market value at least equal to the Fair Market Valuenet proceeds of such sale or transfer.
(b) Notwithstanding Section 4.6(a) above, the Company or any Subsidiary Guarantor may enter into a Sale/Leaseback Transaction which would otherwise be subject to the restrictions of Section 4.6(a) above so as determined in good faith by to create an aggregate amount of Attributable Debt after giving effect thereto that does not, together with all Exempted Debt, exceed the Board greater of Directors of Holding(A) $150.0 million and (B) an amount such that, after giving effect to such other Attributable Debt, the Secured Net Debt Ratio does not exceed 2.75 to 1.0, after giving effect to such Incurrence and the application of the property transferred;proceeds therefrom.
(c) AK Steel or such Subsidiary could create a Lien under subsection For purposes of this Section 4.6:
(i) of Section 4.12 hereof in determining compliance with any U.S. dollar-denominated restriction on the property to secure entering into of any Sale/Leaseback Transaction, the U.S. dollar-equivalent principal amount of Attributable Debt at least equal to denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Attributable Debt in respect of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferredwas Incurred; orand
(dii) the maximum amount of Attributable Debt that the Company or any Subsidiary may Incur in respect of any Sale/Leaseback Transaction is treated shall not be deemed to be exceeded solely as an Asset Disposition and all a result of fluctuations in the conditions exchange rate of Section 4.10 hereof are satisfied with respect to such Sale/Leaseback Transaction (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection (c) of Section 4.10 hereof)currencies.
Appears in 1 contract
Samples: Indenture (Open Text Corp)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- shall The Company will not, and shall will not permit any Subsidiary to, enter into, Guarantee or otherwise become liable with respect to into any Sale/Leaseback Transaction with respect to any property unless at least one of the following conditions is satisfied:
(a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) the transfer Company or other disposition by such Wholly Owned Guarantor Subsidiary of any would be entitled to create Security Interests on such lease property securing such Attributable Debt without equally and ratably securing the Indenture Securities pursuant to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary the covenant described under Section 1006 or (ii) the issuance, sale, lease, transfer net cash proceeds received by the Company or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor any Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of in connection with such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property to secure Debt in an amount are at least equal to the Attributable Debt in respect fair value (as determined by the Board of such Sale/Leaseback Transaction and AK Steel or such SubsidiaryDirectors of the Company or, as the case may be, receives consideration at least such Subsidiary) of such property, and the Company or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the Fair Market Valuenet proceeds thereof and, as determined in good faith by the Board case of Directors of Holdinga sale or transfer otherwise than for cash, an amount equal to the fair market value of the property transferred;
(c) AK Steel or such Subsidiary could create a Lien under subsection (i) of Section 4.12 hereof on the property to secure Debt at least equal so leased, to the Attributable Debt in respect retirement, within 180 days after the effective date of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of HoldingTransaction, of the Securities subject to the provisions of Article Eleven or Debt of the Company ranking on a parity with the Securities and owing to a Person other than the Company or any Affiliate of the Company or to the construction or improvement of real property transferredor personal property used in the ordinary course of business. These restrictions will not apply to (a) transactions providing for a lease for a term, including any renewal thereof, of not more than three years; or
(db) transactions between the Company and a Subsidiary or between Subsidiaries; and (c) transactions between the Company and a joint venture, partnership or other association or affiliation in which the Company has at least a 50% interest, directly or indirectly entered into for operational or strategic reasons and not for financing reasons; provided, however, that the aggregate Attributable Debt of all Sale/Leaseback Transaction is treated as an Asset Disposition Transactions of the Company and all the conditions each Subsidiary or any of Section 4.10 hereof are satisfied with respect them incurred pursuant to such Sale/Leaseback Transaction (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection this clause (c) does not any at time in the aggregate exceed 5% of Section 4.10 hereof)Consolidated Net Tangible Assets of the Company as of the most recently ended quarter of the Company for which financial statements of the Company have been provided (or were required to have been provided) to the Holders of the Securities.
Appears in 1 contract
Samples: Indenture (Nova Chemicals Corp /New)
Limitation on Sale/Leaseback Transactions. AK Steel ----------------------------------------- The Company shall not, and shall not permit any Subsidiary to, enter into, Guarantee or otherwise become liable with respect to into any Sale/Leaseback Transaction with respect to any property unless at least one of the following conditions is satisfied:
(a) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or between Wholly Owned Guarantor Subsidiaries; provided, however, that upon either (i) the transfer Company or other disposition by such Wholly Owned Guarantor Subsidiary of any would be entitled to create Security Interests on such lease property securing such Attributable Debt without equally and ratably securing the Indenture Securities pursuant to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary the covenant described under Section 1006 or (ii) the issuance, sale, lease, transfer net cash proceeds received by the Company or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor any Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into of in connection with such Sale/Leaseback Transaction by the parties thereto;
(b) AK Steel or such Subsidiary under subsections (b) through (h) of Section 4.12 hereof could create a Lien on the property to secure Debt in an amount are at least equal to the Attributable Debt in respect fair value (as determined by the board of such Sale/Leaseback Transaction and AK Steel or such Subsidiarydirectors of the Company or, as the case may be, receives consideration at least such Subsidiary) of such property, and the Company or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the Fair Market Valuenet proceeds thereof and, as determined in good faith by the Board case of Directors of Holdinga sale or transfer otherwise than for cash, an amount equal to the fair market value of the property transferred;
(c) AK Steel or such Subsidiary could create a Lien under subsection (i) of Section 4.12 hereof on the property to secure Debt at least equal so leased, to the Attributable Debt in respect retirement, within 180 days after the effective date of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of HoldingTransaction, of the Securities subject to the provisions of Article Eleven or Debt of the Company ranking on a parity with the Securities and owing to a Person other than the Company or any Affiliate of the Company or to the construction or improvement of real property transferredor personal property used in the ordinary course of business. These restrictions will not apply to (a) transactions providing for a lease for a term, including any renewal thereof, of not more than three years; or
(db) transactions between the Company and a Subsidiary or between Subsidiaries; and (c) transactions between the Company and a joint venture, partnership or other association or affiliation in which the Company has at least a 50% interest, directly or indirectly entered into for operational or strategic reasons and not for financing reasons; PROVIDED, HOWEVER, that the aggregate Attributable Debt of all Sale/Leaseback Transaction is treated as an Asset Disposition Transactions of the Company and all the conditions each Subsidiary or any of Section 4.10 hereof are satisfied with respect them incurred pursuant to such Sale/Leaseback Transaction (without giving effect to the exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection this clause (c) does not any at time in the aggregate exceed 5% of Section 4.10 hereof)Consolidated Net Tangible Assets of the Company as of the most recently ended quarter of the Company for which financial statements of the Company have been provided (or were required to have been provided) to the Holders of the Securities.
Appears in 1 contract
Samples: Indenture (Nova Chemicals Corp /New)
