Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.
(b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.
(c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order.
(d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.
Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except:
(a) the Obligations (excluding Specified Hedge Obligations permitted pursuant to Section 10.1(b));
(b) Indebtedness incurred in connection with a Hedging Agreement which is entered into for interest rate, foreign currency, commodity or other business purposes and not for speculative purposes, with a counterparty reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender or an Affiliate thereof shall be deemed satisfactory to the Administrative Agent;
(c) Indebtedness existing on the Closing Date and not otherwise permitted under this Section, as set forth on Schedule 6.1(t), and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof;
(d) Indebtedness of the Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount, together with the aggregate amount of all purchase money Indebtedness of the Borrower and its Subsidiaries incurred pursuant to subsection (e) below, not to exceed $20,000,000 on any date of determination;
(e) purchase money Indebtedness of the Borrower and its Subsidiaries with respect to the purchase of Equipment in an aggregate amount, together with the aggregate amount of all Indebtedness of the Borrower and its Subsidiaries incurred pursuant to subsection (d) above, not to exceed $20,000,000 on any date of determination;
(f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties;
(g) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section; provided that neither the Borrower nor any Guarantor shall be permitted to incur Guaranty Obligations under this subsection (g) with respect to Indebtedness of any Subsidiary that is not a Guarantor ;
(h) Indebtedness owed by (i) any Guarantor to the Borrower, (ii) the Borrower to any Guarantor, (iii) any Guarantor to any other Guarantor, (iv) any Subsidiary that is not a Guarantor to any other Subsidiary that is not a Guarantor, (v) any Subsidiary that is not a Guarantor to the Borrower or any Guarantor in an amount not to exceed $500,000, or (vi) the Borrower or any Guarantor to any Subsidiary that is not a Guarantor in an amount not to exceed $500,000;
(i) Indebtedness incurred pursuant to the issuance of Qualified Senior Unsecured Notes; provided that in the cas...
Limitations on Indebtedness. The Issuers will not, and will not permit any of their Subsidiaries to, directly or indirectly, issue, incur, assume or otherwise become liable for or in respect of any Funded Indebtedness unless, after giving effect thereto, the Funded Indebtedness of BIP, calculated on a consolidated basis, would not exceed 75% of Total Consolidated Capitalization.
Limitations on Indebtedness. Borrower shall not issue any evidence of indebtedness or create, assume, guarantee, become contingently liable for, or suffer to exist indebtedness in addition to indebtedness to the Bank, except indebtedness or liabilities of Borrower, other than for money borrowed, incurred or arising in the ordinary course of business.
Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except:
(a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b));
(b) Indebtedness incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agent;
(c) Indebtedness existing on the Closing Date and not otherwise permitted under this Section, as set forth on Schedule 6.1(t), and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof;
(d) Indebtedness of the US Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 on any date of determination;
(e) purchase money Indebtedness of the US Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determination;
(f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;
(g) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section;
(h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor;
(i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE
(j) Subordinated Indebtedness; provided that in the case of each issuance of Subordinated Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Subordinated Indebtedness and (ii) the Administra...
Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except:
(a) (i) the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(c)) and (ii) the Guaranty Obligations in favor of the Administrative Agent for the benefit of the Secured Parties;
(b) (i) the Canadian Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(c)) and (ii) the Guaranty Obligations in favor of the Canadian Administrative Agent for the benefit of the Canadian Secured Parties;
(c) Indebtedness incurred in connection with a Hedging Agreement (i) which is entered into for interest rate, foreign currency or other business purposes and not for speculative purposes and (ii) with a counterparty reasonably satisfactory to the Administrative Agent and the Canadian Administrative Agent; provided that any counterparty that is a Lender, a Canadian Lender or any Affiliate thereof shall be deemed satisfactory to the Administrative Agent and the Canadian Administrative Agent;
(d) Indebtedness existing on the Closing Date and not otherwise permitted under this Section and, to the extent that the outstanding principal amount of such Indebtedness is in excess of $25,000,000, listed on Schedule 10.1 (including any Indebtedness issued to refinance or to refund such Indebtedness or any Indebtedness which constitutes a renewal or extension of such Indebtedness); provided that (i) the principal amount of such Indebtedness may not be increased at the time of such refinancing, refunding, renewal or extension except (A) by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder and (B) by additional amounts, to the extent that the Consolidated Total Leverage Ratio, on a pro forma basis after giving effect to such increase, would be no greater than 5.50 to 1.00, (ii) no Default or Event of Default exists and is continuing or would be caused by the refinancing, refunding, renewal or extension thereof, (iii) the Administrative Agent and the Canadian Administrative Agent shall have received satisfactory written evidence that the Borrower and its Subsidiaries would be in compliance with all covenants in this Agreement and the Canadian Credit Agreement on a pro forma basis after giving effect to the refinancing, refunding, renewal or extension thereof, (iv) the weight...
Limitations on Indebtedness. Without the prior written consent of the Administrative Agent, none of the Credit Parties shall incur any Indebtedness other than:
(i) Indebtedness incurred pursuant to this Credit Agreement;
(ii) Indebtedness under Swap Agreements, provided that, in each case, such Indebtedness, is not secured by any Collateral; and
(iii) Indebtedness permitted under any Governing Document. For the avoidance of doubt, this Section 9.11 does not restrict the incurrence of Indebtedness of any Subsidiary that is not a Credit Party.
Limitations on Indebtedness. 60 Section 10.12.
Limitations on Indebtedness. Each Borrower shall not create, incur, assume or suffer to exist, nor permit any Marine Subsidiary of such Borrower or Owner Trustee holding record title to any Eligible Inventory for the beneficial interest of such Borrower to create, incur, assume or suffer to exist, and FSI shall not permit any of its Subsidiaries (including, without limitation, TEC and TEC AcquiSub) to create, incur, assume or suffer to exist, any Indebtedness or Contingent Obligation; provided, however, that this Section 6.3 shall not be deemed to prohibit:
6.3.1 The Obligations to Lenders and Agent arising hereunder and under the other Loan Documents;
6.3.2 Existing Indebtedness disclosed on Schedule 6.3(a) and anticipated Indebtedness disclosed on Schedule 6.3(b);
6.3.3 Indebtedness of any Subsidiary of FSI, provided that such Indebtedness is non-recourse as to FSI, TEC and TEC AcquiSub;
6.3.4 The acquisition of goods, supplies or merchandise on normal trade credit;
6.3.5 The endorsement of negotiable instruments received in the ordinary course of any Borrower's business as presently conducted;
6.3.6 Indebtedness incurred in respect of the deferred purchase price for an item of Equipment, but only to the extent that the incurrence of such Indebtedness is customary in the industry with respect to the purchase of this type of equipment (provided that such Indebtedness shall only be permitted under this Section 6.3.6 if, taking into account the incurrence of such Indebtedness, the Borrower incurring such Indebtedness shall not be in violation of any of the financial covenants set forth in Section 7 if measured as of the date of incurrence as determined by GAAP); and
Limitations on Indebtedness. (a) The Company will not have outstanding, or in any manner be liable in respect of, any Indebtedness, except the following:
(1) current operating liabilities and current or other obligations (other than for borrowed money) incurred in the ordinary course of business;
(2) Seasonal Indebtedness, provided that such Seasonal Indebtedness has not existed for a period of at least 30 consecutive days in the twelve preceding months; and
(3) Funded Debt (including the Bonds) in an amount not in excess of 60% of the Plant Account on the books of the Company at any one time outstanding.
(b) The renewal, extension or refunding of any Funded Debt issued or incurred in accordance with the limitations of this Section 7.9 shall constitute the issuance of additional Funded Debt, which is, in turn, subject to the limitations of the applicable provisions of this Section 7.9, but any Indebtedness paid or defeased from the proceeds of additional Funded Debt may be excluded from outstanding Indebtedness for purposes of this Section 7.9.
(c) Subject to compliance with this Section 7.9, nothing contained in this Agreement shall prohibit the Company from having the Issuer issue in the future additional series of Bonds or incurring other types of Funded Debt.
