Restricted Subsidiary Indebtedness. Permit any of its Restricted Subsidiaries to create or suffer to exist, any Indebtedness other than: (a) Indebtedness created hereunder and under the other Loan Documents; (b) Indebtedness of any Restricted Subsidiary owing to the Borrower or to a Restricted Subsidiary; (c) Indebtedness existing on the Closing Date and described on Schedule 7.05 (including as Indebtedness permitted under this subsection any credit facilities or credit lines of any Restricted Subsidiary listed on such Schedule 7.05, whether or not such facilities or lines have been drawn upon by such Restricted Subsidiary) (the “Existing Subsidiary Indebtedness”) and any Indebtedness of the obligor of such Existing Subsidiary Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Subsidiary Indebtedness, provided that the principal amount of such Existing Subsidiary Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (d) Indebtedness secured by Liens permitted by Section 7.01(g); (e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (f) Indebtedness of Plum Creek Manufacturing and its Subsidiaries in an aggregate principal amount not exceeding $100,000,000; (g) Indebtedness of any Restricted Subsidiary under the Assumption Agreements and any Indebtedness of the obligor of such Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, such Indebtedness, provided that the principal amount of such Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (h) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is secured by Collateral in an amount equal to at least 95% of the outstanding principal balance thereof; (i) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is assigned to the seller of such Timberlands or a designee of such seller subject to the condition that the seller or such designee surrender such Indebtedness to the Borrower, the REIT or any Subsidiary of the Borrower upon payment of the purchase price for such Timberlands; and (j) Indebtedness other than Indebtedness described in clauses (a) through (i) of this Section 7.05; provided that the aggregate principal amount of Indebtedness permitted to be secured pursuant to this Section 7.05(j), together with the aggregate principal amount of Indebtedness permitted to be secured pursuant to Section 7.01(k), shall not in the aggregate at any time outstanding exceed 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Borrower.
Appears in 3 contracts
Samples: Credit Agreement (Plum Creek Timber Co Inc), Credit Agreement (Plum Creek Timber Co Inc), Credit Agreement (Plum Creek Timber Co Inc)
Restricted Subsidiary Indebtedness. Permit any of its Restricted Subsidiaries to create or suffer to exist, any Indebtedness other than:
(a) Indebtedness created hereunder and under the other Loan DocumentsInstallment Note;
(b) Indebtedness of any Restricted Subsidiary owing to the Borrower or to a Restricted Subsidiary;
(c) Indebtedness existing on the Closing Date date of this Installment Note and described on Schedule 7.05 3.05(c) to this Appendix A (including as Indebtedness permitted under this subsection any credit facilities or credit lines of any Restricted Subsidiary listed on such Schedule 7.053.05(c), whether or not such facilities or lines have been drawn upon by such Restricted Subsidiary) (the “Existing Subsidiary Indebtedness”) and any Indebtedness of the obligor of such Existing Subsidiary Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Subsidiary Indebtedness, provided that the principal amount of such Existing Subsidiary Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;
(d) Indebtedness secured by Liens permitted by Section 7.01(g)3.01(g) of this Appendix A;
(e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course Ordinary Course of businessBusiness;
(f) Indebtedness of Plum Creek Manufacturing and its Subsidiaries in an aggregate principal amount not exceeding $100,000,000;
(g) Indebtedness (i) of Plum Creek Southern Timber, L.L.C. and Plum Creek South Central Timberlands, L.L.C. under the respective Assumption Agreements executed by such Restricted Subsidiaries as of January 22, 2003, and (ii) of any Restricted Subsidiary under any new Assumption Agreement entered into from time to time after the Assumption Agreements and any Indebtedness date of the obligor of such Indebtedness extending the maturity ofthis Installment Note, or refunding or refinancingso long as, in whole or in partthe case of any such new Assumption Agreement pursuant to this clause (ii), Indebtedness owing under this Installment Note is assumed by such Indebtedness, provided Restricted Subsidiary on a pari passu basis with any other Indebtedness assumed under such Assumption Agreement (it being understood that the principal amount of such Indebtedness assumption shall not be increased above release the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancingBorrower from its obligations under this Installment Note);
(h) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is secured by Collateral in an amount equal to at least 9590% of the outstanding principal balance thereof;
(i) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is assigned to the seller of such Timberlands or a designee of such seller subject to the condition that the seller or such designee surrender such Indebtedness to the Borrower, the REIT or any Subsidiary of the Borrower upon payment of the purchase price for such Timberlands;
(j) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and
(jk) Indebtedness other than Indebtedness described in clauses (a) through (ij) of this Section 7.053.05; provided that the aggregate principal amount of Indebtedness permitted to be secured pursuant to this Section 7.05(j3.05(k), together with the aggregate principal amount of Indebtedness permitted to be secured pursuant to Section 7.01(k)3.01(j) of this Appendix A, shall not in the aggregate at any time outstanding exceed 510% of Total Consolidated Net Tangible Assets as of the end of the most recently ended fiscal quarter of the Borrower.
Appears in 2 contracts
Samples: Master Purchase and Sale Agreement (Plum Creek Timber Co Inc), Master Purchase and Sale Agreement (MEADWESTVACO Corp)
Restricted Subsidiary Indebtedness. Permit any of its Restricted Subsidiaries Subsidiary which is not a Borrower hereunder to create create, assume, incur or suffer to exist, exist any Indebtedness or Contingent Obligations with respect to Indebtedness other than:
(a) Indebtedness created hereunder and under the other Loan DocumentsDefeased Debt;
(b) secured Indebtedness of any Restricted Subsidiary owing to the Borrower (including Capital Lease Obligations) and Contingent Obligations which are permitted by Sections 6.4(e) or to a Restricted Subsidiary6.4(f);
(c) unsecured Indebtedness existing on the Closing Date and described on Schedule 7.05 (including as Indebtedness permitted under this subsection any credit facilities Contingent Obligations which were created, assumed or credit lines of any Restricted Subsidiary listed on such Schedule 7.05, whether or not such facilities or lines have been drawn upon incurred by such Restricted Subsidiary) Subsidiary prior to its acquisition by Parent and the Restricted Subsidiaries (the “Existing Subsidiary Indebtedness”) and any Indebtedness of the obligor not in anticipation of such Existing Subsidiary Indebtedness extending the maturity ofacquisition) but not any refinancings, renewals or refunding or refinancing, in whole or in part, the Existing Subsidiary Indebtedness, provided that the principal amount of such Existing Subsidiary Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancingextensions thereof;
(d) Indebtedness secured by Liens permitted by Section 7.01(g)letters of credit, surety bonds and other similar forms of credit enhancement for such Restricted Subsidiaries incurred in the ordinary course of their business;
(e) endorsement Intercompany Debt of negotiable instruments for deposit or collection or similar transactions Restricted Subsidiaries, provided such Indebtedness is not subject to any Lien (other than Liens in favor of the ordinary course of businessAdministrative Agent and the Lenders);
(f) Contingent Obligations of Management Companies consisting of guarantees of Indebtedness of Plum Creek Manufacturing and its Subsidiaries in an Persons which are the counterparties to any management agreement, development agreement or other similar instruments to which such Management Companies are also party, provided that:
(i) the assets of each Management Company issuing any such guarantees shall not exceed 1.0% of Net Tangible Assets at any time; and
(ii) the aggregate principal amount of assets of all Management Companies issuing guarantees permitted by this Section 6.7(f) shall not exceeding $100,000,000exceed 5% of Net Tangible Assets at any time;
(g) Contingent Obligations of Joint Venture Holding Companies consisting of guarantees of Indebtedness of any Restricted Subsidiary under the Assumption Agreements and any Indebtedness of the obligor of Persons in which such Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, such Indebtedness, provided that the principal amount of such Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;
(h) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is secured by Collateral in an amount equal to at least 95% of the outstanding principal balance thereof;
(i) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is assigned to the seller of such Timberlands or a designee of such seller subject to the condition that the seller or such designee surrender such Indebtedness to the Borrower, the REIT or any Subsidiary of the Borrower upon payment of the purchase price for such Timberlands; and
(j) Indebtedness other than Indebtedness described in clauses (a) through (i) of this Section 7.05Joint Venture Holding Companies own equity securities; provided that the aggregate principal amount of Indebtedness permitted to be secured pursuant to this Section 7.05(j), together with the aggregate principal amount of Indebtedness permitted to be secured pursuant to Section 7.01(k), shall not in the aggregate at any time outstanding exceed 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Borrower.other Persons owning such equity securities have also ratably guaranteed such Indebtedness;
Appears in 1 contract
Samples: Additional Credit Agreement (Harrahs Entertainment Inc)
Restricted Subsidiary Indebtedness. Permit any of its Restricted Subsidiaries to create or suffer to exist, any Indebtedness other than:
(a) Indebtedness created hereunder and under the other Loan Documents;
(b) Indebtedness of any Restricted Subsidiary owing to the Borrower or to a Restricted Subsidiary;
(c) Indebtedness existing on the Closing Date and described on Schedule 7.05 7.05(c) (including as Indebtedness permitted under this subsection any credit facilities or credit lines of any Restricted Subsidiary listed on such Schedule 7.057.05(c), whether or not such facilities or lines have been drawn upon by such Restricted Subsidiary) (the “Existing Subsidiary Indebtedness”) and any Indebtedness of the obligor of such Existing Subsidiary Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Subsidiary Indebtedness, provided that the principal amount of such Existing Subsidiary Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;
(d) Indebtedness secured by Liens permitted by Section 7.01(g);
(e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course Ordinary Course of businessBusiness;
(f) Indebtedness of Plum Creek Manufacturing and its Subsidiaries in an aggregate principal amount not exceeding $100,000,000;
(g) Indebtedness (i) of Plum Creek Southern Timber, L.L.C. and Plum Creek South Central Timberlands, L.L.C. under the respective Assumption Agreements executed by such Restricted Subsidiaries as of January 22, 2003, and (ii) of any Restricted Subsidiary under any new Assumption Agreement entered into from time to time after the Assumption Agreements and any Indebtedness of the obligor of such Indebtedness extending the maturity ofClosing Date, or refunding or refinancingso long as, in whole or in partthe case of any such new Assumption Agreement pursuant to this clause (ii), Indebtedness owing under this Agreement is assumed by such Indebtedness, provided that the principal amount of Restricted Subsidiary on a pari passu basis with any other Indebtedness assumed under such Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancingAssumption Agreement;
(h) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is secured by Collateral in an amount equal to at least 9590% of the outstanding principal balance thereof;
(i) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is assigned to the seller of such Timberlands or a designee of such seller subject to the condition that the seller or such designee surrender such Indebtedness to the Borrower, the REIT or any Subsidiary of the Borrower upon payment of the purchase price for such Timberlands;
(j) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and
(jk) Indebtedness other than Indebtedness described in clauses (a) through (ij) of this Section 7.05; provided that the aggregate principal amount of Indebtedness permitted to be secured pursuant to this Section 7.05(j7.05(k), together with the aggregate principal amount of Indebtedness permitted to be secured pursuant to Section 7.01(k), shall not in the aggregate at any time outstanding exceed 510% of Total Consolidated Net Tangible Assets as of the end of the most recently ended fiscal quarter of the Borrower.
Appears in 1 contract
Restricted Subsidiary Indebtedness. Permit any of its Restricted Subsidiaries Subsidiary which is not a Borrower hereunder to create create, assume, incur or suffer to exist, exist any Indebtedness or Contingent Obligations with respect to Indebtedness other than:
(a) Indebtedness created hereunder and under the other Loan DocumentsDefeased Debt;
(b) secured Indebtedness of any Restricted Subsidiary owing to the Borrower (including Capital Lease Obligations) and Contingent Obligations which are permitted by Sections 6.4(e) or to a Restricted Subsidiary6.4(f);
(c) unsecured Indebtedness existing on the Closing Date and described on Schedule 7.05 (including as Indebtedness permitted under this subsection any credit facilities Contingent Obligations which were created, assumed or credit lines of any Restricted Subsidiary listed on such Schedule 7.05, whether or not such facilities or lines have been drawn upon incurred by such Restricted Subsidiary) Subsidiary prior to its acquisition by Parent and the Restricted Subsidiaries (the “Existing Subsidiary Indebtedness”) and any Indebtedness of the obligor not in anticipation of such Existing Subsidiary Indebtedness extending the maturity ofacquisition) but not any refinancings, renewals or refunding or refinancing, in whole or in part, the Existing Subsidiary Indebtedness, provided that the principal amount of such Existing Subsidiary Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancingextensions thereof;
(d) Indebtedness secured by Liens permitted by Section 7.01(g)letters of credit, surety bonds and other similar forms of credit enhancement for such Restricted Subsidiaries incurred in the ordinary course of their business;
(e) endorsement Intercompany Debt of negotiable instruments for deposit or collection or similar transactions Restricted Subsidiaries, provided such Indebtedness is not subject to any Lien (other than Liens in favor of the ordinary course of businessAdministrative Agent and the Lenders);
(f) Contingent Obligations of Management Companies consisting of guarantees of Indebtedness of Plum Creek Manufacturing and its Subsidiaries in an Persons which are the counterparties to any management agreement, development agreement or other similar instruments to which such Management Companies are also party, provided that:
(i) the assets of each Management Company issuing any such guarantees shall not exceed 1.0% of Net Tangible Assets at any time; and
(ii) the aggregate principal amount of assets of all Management Companies issuing guarantees permitted by this Section 6.7(f) shall not exceeding $100,000,000exceed 5% of Net Tangible Assets at any time;
(g) Contingent Obligations of Joint Venture Holding Companies consisting of guarantees of Indebtedness of any Restricted Subsidiary under the Assumption Agreements and any Indebtedness of the obligor of Persons in which such Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, such Indebtedness, Joint Venture Holding Companies own equity securities; provided that the principal amount of other Persons owning such Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to equity securities have also ratably guaranteed such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancingIndebtedness;
(h) Indebtedness of a Restricted Subsidiary incurred for the purpose Special Purpose Subsidiaries in respect of acquiring Timberlands that is secured by Collateral in Distributed EBITDA Loans with an amount equal aggregate balance (including accrued interest) not to at least 95% of the outstanding principal balance thereof;exceed $250,000,000; and
(i) other Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is assigned to the seller of such Timberlands or a designee of such seller subject to the condition that the seller or such designee surrender such Indebtedness to the Borrower, the REIT or any Subsidiary of the Borrower upon payment of the purchase price for such Timberlands; and
(j) Indebtedness other than Indebtedness described in clauses (a) through (i) of this Section 7.05; provided that the an aggregate principal amount of Indebtedness permitted not to be secured pursuant to this Section 7.05(j), together with the aggregate principal amount of Indebtedness permitted to be secured pursuant to Section 7.01(k), shall not in the aggregate exceed $50,000,000 at any time outstanding exceed 5% (which may consist of Total Assets as of the end of the most recently ended fiscal quarter of the Borroweradditional Distributed EBITDA Loans).
Appears in 1 contract
Restricted Subsidiary Indebtedness. Permit The Company will not permit any Restricted Subsidiary to create, assume, incur, guarantee or otherwise become liable in respect of its Restricted Subsidiaries to create or suffer to exist, any Indebtedness other than:except
(a) Indebtedness created hereunder and under the other Loan Documents;
(b) Indebtedness of any Restricted Subsidiary owing to the Borrower or to a Restricted Subsidiary;
(c) Indebtedness existing on the Closing Date and described on Schedule 7.05 (including as Indebtedness permitted under this subsection any credit facilities or credit lines of any Restricted Subsidiary listed on such Schedule 7.05, whether or not such facilities or lines have been drawn upon by such Restricted Subsidiary) (the “Existing Subsidiary Indebtedness”) and any Indebtedness of the obligor of such Existing Subsidiary Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Subsidiary Indebtedness, provided that the principal amount of such Existing Subsidiary Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;
(d) Indebtedness secured by Liens permitted by Section 7.01(gclause (b);
, (c), (d) or (e) endorsement of negotiable instruments for deposit or collection or similar transactions Section 10.1,
(b) in the ordinary course of business;
(f) Indebtedness of Plum Creek Manufacturing and its Subsidiaries in an aggregate principal amount not exceeding $100,000,000;
(g) Indebtedness case of any Person that after the date of the Closing becomes a Restricted Subsidiary under or is consolidated with or merged with or into a Restricted Subsidiary or sells, leases or otherwise disposes of all of its property to a Restricted Subsidiary, Indebtedness outstanding at the Assumption Agreements time such Person becomes a Restricted Subsidiary or is so consolidated or merged or effects such sale, lease or other disposition of property (and any Indebtedness not created in anticipation thereof, including extensions, renewals or replacements of the obligor of such Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, such Indebtedness, provided that the principal amount of such Indebtedness shall is not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;increased,
(hc) Indebtedness of any Subsidiary Guarantor,
(d) Indebtedness owing to the Company or a Wholly-Owned Restricted Subsidiary, and
(e) other Indebtedness, provided that immediately after giving effect to such other Indebtedness Priority Debt does not exceed 35% of Consolidated Capitalization. For purposes of this Section 10.2: a Restricted Subsidiary shall be deemed to have incurred Indebtedness in respect of any obligation previously owed to the Company or to a Wholly-Owned Restricted Subsidiary on the date the obligee ceases for any reason to be the purpose of acquiring Timberlands Company or a Wholly-Owned Restricted Subsidiary; a Person that is secured by Collateral in an amount equal to at least 95% of the outstanding principal balance thereof;
(i) Indebtedness of hereafter becomes a Restricted Subsidiary shall be deemed at that time to have incurred for the purpose all of acquiring Timberlands its outstanding Indebtedness; and any Unrestricted Subsidiary or other Person that is assigned hereafter becomes a Restricted Subsidiary shall be deemed at that time to the seller have incurred all of such Timberlands or a designee of such seller subject to the condition that the seller or such designee surrender such Indebtedness to the Borrower, the REIT or any Subsidiary of the Borrower upon payment of the purchase price for such Timberlands; and
(j) Indebtedness other than Indebtedness described in clauses (a) through (i) of this Section 7.05; provided that the aggregate principal amount of Indebtedness permitted to be secured pursuant to this Section 7.05(j), together with the aggregate principal amount of Indebtedness permitted to be secured pursuant to Section 7.01(k), shall not in the aggregate at any time its outstanding exceed 5% of Total Assets as of the end of the most recently ended fiscal quarter of the BorrowerIndebtedness.
Appears in 1 contract
Restricted Subsidiary Indebtedness. Permit any of its Restricted Subsidiaries to create or suffer to exist, any Indebtedness other than:
(a) Indebtedness created hereunder and under the other Loan DocumentsInstallment Note;
(b) Indebtedness of any Restricted Subsidiary owing to the Borrower or to a Restricted Subsidiary;
(c) Indebtedness existing on the Closing Date date of this Installment Note and described on Schedule 7.05 3.05(c) to this Appendix A (including as Indebtedness permitted under this subsection any credit facilities or credit lines of any Restricted Subsidiary listed on such Schedule 7.053.05(c), whether or not such facilities or lines have been drawn upon by such Restricted Subsidiary) (the “Existing Subsidiary Indebtedness”) and any Indebtedness of the obligor of such Existing Subsidiary Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Subsidiary Indebtedness, provided that the principal amount of such Existing Subsidiary Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;
(d) Indebtedness secured by Liens Xxxxx permitted by Section 7.01(g)3.01(g) of this Appendix A;
(e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course Ordinary Course of businessBusiness;
(f) Indebtedness of Plum Creek Manufacturing and its Subsidiaries in an aggregate principal amount not exceeding $100,000,000;
(g) Indebtedness (i) of Plum Creek Southern Timber, L.L.C. and Plum Creek South Central Timberlands, L.L.C. under the respective Assumption Agreements executed by such Restricted Subsidiaries as of January 22, 2003, and (ii) of any Restricted Subsidiary under any new Assumption Agreement entered into from time to time after the Assumption Agreements and any Indebtedness date of the obligor of such Indebtedness extending the maturity ofthis Installment Note, or refunding or refinancingso long as, in whole or in partthe case of any such new Assumption Agreement pursuant to this clause (ii), Indebtedness owing under this Installment Note is assumed by such Indebtedness, provided Restricted Subsidiary on a pari passu basis with any other Indebtedness assumed under such Assumption Agreement (it being understood that the principal amount of such Indebtedness assumption shall not be increased above release the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancingBorrower from its obligations under this Installment Note);
(h) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is secured by Collateral in an amount equal to at least 9590% of the outstanding principal balance thereof;
(i) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is assigned to the seller of such Timberlands or a designee of such seller subject to the condition that the seller or such designee surrender such Indebtedness to the Borrower, the REIT or any Subsidiary of the Borrower upon payment of the purchase price for such Timberlands;
(j) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and
(jk) Indebtedness other than Indebtedness described in clauses (a) through (ij) of this Section 7.053.05; provided that the aggregate principal amount of Indebtedness permitted to be secured pursuant to this Section 7.05(j3.05(k), together with the aggregate principal amount of Indebtedness permitted to be secured pursuant to Section 7.01(k)3.01(j) of this Appendix A, shall not in the aggregate at any time outstanding exceed 510% of Total Consolidated Net Tangible Assets as of the end of the most recently ended fiscal quarter of the Borrower.
Appears in 1 contract
Restricted Subsidiary Indebtedness. Permit The Company will not permit any Restricted Subsidiary to create, assume, incur, guarantee or otherwise become liable in respect of its Restricted Subsidiaries to create or suffer to exist, any Indebtedness other than:except
(a) Indebtedness created hereunder and under the other Loan Documents;
(b) Indebtedness of any Restricted Subsidiary owing to the Borrower or to a Restricted Subsidiary;
(c) Indebtedness existing on the Closing Date and described on Schedule 7.05 (including as Indebtedness permitted under this subsection any credit facilities or credit lines of any Restricted Subsidiary listed on such Schedule 7.05, whether or not such facilities or lines have been drawn upon by such Restricted Subsidiary) (the “Existing Subsidiary Indebtedness”) and any Indebtedness of the obligor of such Existing Subsidiary Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Subsidiary Indebtedness, provided that the principal amount of such Existing Subsidiary Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;
(d) Indebtedness secured by Liens permitted by Section 7.01(gclause (b);
, (c), (d) or (e) endorsement of negotiable instruments for deposit or collection or similar transactions Section 6.01,
(b) in the ordinary course of business;
(f) Indebtedness of Plum Creek Manufacturing and its Subsidiaries in an aggregate principal amount not exceeding $100,000,000;
(g) Indebtedness case of any Person that after the Closing Date becomes a Restricted Subsidiary under or is consolidated with or merged with or into a Restricted Subsidiary or sells, leases or otherwise disposes of all of its property to a Restricted Subsidiary, Indebtedness outstanding at the Assumption Agreements time such Person becomes a Restricted Subsidiary or is so consolidated or merged or effects such sale, lease or other disposition of property (and any Indebtedness not created in anticipation thereof) including extensions, renewals or replacements of the obligor of such Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, such Indebtedness, provided that the principal amount of such Indebtedness shall is not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;increased,
(hc) Indebtedness of any Subsidiary Guarantor,
(d) Indebtedness owing to the Company or a Wholly-Owned Restricted Subsidiary, and
(e) other Indebtedness, provided that immediately after giving effect to such other Indebtedness Priority Debt does not exceed 35% of Consolidated Capitalization. For purposes of this Section 6.02: a Restricted Subsidiary shall be deemed to have incurred Indebtedness in respect of any obligation previously owed to the Company or to a Wholly-Owned Restricted Subsidiary on the date the obligee ceases for any reason to be the purpose of acquiring Timberlands Company or a Wholly-Owned Restricted Subsidiary; a Person that is secured by Collateral in an amount equal to at least 95% of the outstanding principal balance thereof;
(i) Indebtedness of hereafter becomes a Restricted Subsidiary shall be deemed at that time to have incurred for the purpose all of acquiring Timberlands its outstanding Indebtedness; and any Unrestricted Subsidiary or other Person that is assigned hereafter becomes a Restricted Subsidiary shall be deemed at that time to the seller have incurred all of such Timberlands or a designee of such seller subject to the condition that the seller or such designee surrender such Indebtedness to the Borrower, the REIT or any Subsidiary of the Borrower upon payment of the purchase price for such Timberlands; and
(j) Indebtedness other than Indebtedness described in clauses (a) through (i) of this Section 7.05; provided that the aggregate principal amount of Indebtedness permitted to be secured pursuant to this Section 7.05(j), together with the aggregate principal amount of Indebtedness permitted to be secured pursuant to Section 7.01(k), shall not in the aggregate at any time its outstanding exceed 5% of Total Assets as of the end of the most recently ended fiscal quarter of the BorrowerIndebtedness.
Appears in 1 contract
Samples: Credit Agreement (Brinks Co)
Restricted Subsidiary Indebtedness. Permit The Company will not permit any Restricted Subsidiary to create, assume, incur, guarantee or otherwise become liable in respect of its Restricted Subsidiaries to create or suffer to exist, any Indebtedness other than:except
(a) Indebtedness created hereunder and under the other Loan Documents;
(b) Indebtedness of any Restricted Subsidiary owing to the Borrower or to a Restricted Subsidiary;
(c) Indebtedness existing on the Closing Date and described on Schedule 7.05 (including as Indebtedness permitted under this subsection any credit facilities or credit lines of any Restricted Subsidiary listed on such Schedule 7.05, whether or not such facilities or lines have been drawn upon by such Restricted Subsidiary) (the “Existing Subsidiary Indebtedness”) and any Indebtedness of the obligor of such Existing Subsidiary Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Subsidiary Indebtedness, provided that the principal amount of such Existing Subsidiary Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;
(d) Indebtedness secured by Liens permitted by Section 7.01(gclause (b);
, (c), (d) or (e) endorsement of negotiable instruments for deposit or collection or similar transactions Section 10.1,
(b) in the ordinary course of business;
(f) Indebtedness of Plum Creek Manufacturing and its Subsidiaries in an aggregate principal amount not exceeding $100,000,000;
(g) Indebtedness case of any Person that after the date of the Closing becomes a Restricted Subsidiary under or is consolidated with or merged with or into a Restricted Subsidiary or sells, leases or otherwise disposes of all of its property to a Restricted Subsidiary, Indebtedness outstanding at the Assumption Agreements time such Person becomes a Restricted Subsidiary or is so consolidated or merged or effects such sale, lease or other disposition of property (and any Indebtedness not created in anticipation thereof, including extensions, renewals or replacements of the obligor of such Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, such Indebtedness, provided that the principal amount of such Indebtedness shall is not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;increased),
(hc) Indebtedness of any Subsidiary Guarantor,
(d) Indebtedness owing to the Company or a Wholly-Owned Restricted Subsidiary, and
(e) other Indebtedness, provided that immediately after giving effect to such other Indebtedness Priority Debt does not exceed 35% of Consolidated Capitalization. For purposes of this Section 10.2: a Restricted Subsidiary shall be deemed to have incurred Indebtedness in respect of any obligation previously owed to the Company or to a Wholly-Owned Restricted Subsidiary on the date the obligee ceases for any reason to be the purpose of acquiring Timberlands Company or a Wholly-Owned Restricted Subsidiary; a Person that is secured by Collateral in an amount equal to at least 95% of the outstanding principal balance thereof;
(i) Indebtedness of hereafter becomes a Restricted Subsidiary shall be deemed at that time to have incurred for the purpose all of acquiring Timberlands its outstanding Indebtedness; and any Unrestricted Subsidiary or other Person that is assigned hereafter becomes a Restricted Subsidiary shall be deemed at that time to the seller have incurred all of such Timberlands or a designee of such seller subject to the condition that the seller or such designee surrender such Indebtedness to the Borrower, the REIT or any Subsidiary of the Borrower upon payment of the purchase price for such Timberlands; and
(j) Indebtedness other than Indebtedness described in clauses (a) through (i) of this Section 7.05; provided that the aggregate principal amount of Indebtedness permitted to be secured pursuant to this Section 7.05(j), together with the aggregate principal amount of Indebtedness permitted to be secured pursuant to Section 7.01(k), shall not in the aggregate at any time its outstanding exceed 5% of Total Assets as of the end of the most recently ended fiscal quarter of the BorrowerIndebtedness.
Appears in 1 contract
Restricted Subsidiary Indebtedness. Permit any of its Restricted Subsidiaries to create or suffer to exist, any Indebtedness other than:
(a) Indebtedness created hereunder and under the other Loan Documents;
(b) Indebtedness of any Restricted Subsidiary owing to the Borrower or to a Restricted Subsidiary;
(c) Indebtedness existing on the Closing Date and described on Schedule 7.05 (including as Indebtedness permitted under this subsection any credit facilities or credit lines of any Restricted Subsidiary listed on such Schedule 7.05, whether or not such facilities or lines have been drawn upon by such Restricted Subsidiary) (the “Existing Subsidiary Indebtedness”) and any Indebtedness of the obligor of such Existing Subsidiary Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Subsidiary Indebtedness, provided that the principal amount of such Existing Subsidiary Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;
(d) Indebtedness secured by Liens permitted by Section 7.01(g);
(e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course Ordinary Course of businessBusiness;
(f) Indebtedness of Plum Creek Manufacturing and its Subsidiaries in an aggregate principal amount not exceeding $100,000,000;
(g) Indebtedness of any Restricted Subsidiary under the Assumption Agreements and any Indebtedness of the obligor of such Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, such Indebtedness, provided that the principal amount of such Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;
(h) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is secured by Collateral in an amount equal to at least 95% of the outstanding principal balance thereof;
(i) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is assigned to the seller of such Timberlands or a designee of such seller subject to the condition that the seller or such designee surrender such Indebtedness to the Borrower, the REIT or any Subsidiary of the Borrower upon payment of the purchase price for such Timberlands; and
(j) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(k) Indebtedness other than Indebtedness described in clauses (a) through (ij) of this Section 7.05; provided that the aggregate principal amount of Indebtedness permitted to be secured pursuant to this Section 7.05(j7.05(k), together with the aggregate principal amount of Indebtedness permitted to be secured pursuant to Section 7.01(k), shall not in the aggregate at any time outstanding exceed 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Borrower.
Appears in 1 contract
Restricted Subsidiary Indebtedness. Permit The Borrower will not permit any of its Restricted Subsidiaries to create to, create, incur or suffer to existexist any Debt, any Indebtedness other than:
(a) Indebtedness created hereunder and under the other Loan DocumentsSubsidiary Guarantee;
(b) Indebtedness Debt existing on the date of any this Agreement and described on Schedule 6.5;
(c) Debt secured by Liens permitted pursuant to the terms of Section 6.6(a)(iii);
(d) Debt (i) of a Credit Party owing to another Credit Party, and (ii) of a Restricted Subsidiary that is not a Credit Party owing to the Borrower or to a any other Restricted Subsidiary;
(c) Indebtedness existing on the Closing Date and described on Schedule 7.05 (including as Indebtedness permitted under this subsection any credit facilities or credit lines of any Restricted Subsidiary listed on such Schedule 7.05, whether or not such facilities or lines have been drawn upon by such Restricted Subsidiary) (the “Existing Subsidiary Indebtedness”) and any Indebtedness of the obligor of such Existing Subsidiary Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Subsidiary Indebtedness, provided that the principal amount Investment in such Restricted Subsidiary represented by such Debt is permitted pursuant to the terms of such Existing Subsidiary Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;
(d) Indebtedness secured by Liens permitted by Section 7.01(g)6.4;
(e) endorsement Debt constituting Guarantees (i) by Subsidiary Guarantors of negotiable instruments for deposit or collection or similar transactions in Permitted Pari Passu Debt and (ii) by Credit Parties to the ordinary course extent such Guarantees are permitted pursuant to the terms of businessSection 6.4;
(f) Indebtedness Debt arising from the renewal or extension of Plum Creek Manufacturing any Debt described in clauses (b) and its Subsidiaries in an aggregate principal (c) above, provided that the amount of such Debt is not exceeding $100,000,000increased and any Liens securing such Debt attached only to the assets previously serving as collateral for such Debt prior to such renewal or extension;
(g) Indebtedness of any Debt owing by a Restricted Subsidiary under the Assumption Agreements and any Indebtedness of the obligor Borrower that was in existence at the time such Person first became a Restricted Subsidiary of the Borrower, or at the time such Person was merged into or consolidated with a Restricted Subsidiary, which Debt was not created or incurred in contemplation of such Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, such Indebtednessevent, provided that such Debt is at the principal amount time permitted pursuant to the terms of Section 6.4 (in the case of the Investment in such Restricted Subsidiary represented by any Debt owing to the Borrower or a Restricted Subsidiary) and pursuant to the terms of Section 6.6 (in the case of any Debt secured by any Liens on assets of such Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;Restricted Subsidiary); and
(h) Indebtedness Other unsecured Debt of a any Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is secured by Collateral in an amount equal to at least 95% of the outstanding principal balance thereof;
(i) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is assigned to the seller of such Timberlands or a designee of such seller subject to the condition that the seller or such designee surrender such Indebtedness to the Borrower, the REIT or any Subsidiary of the Borrower upon payment of the purchase price for such Timberlands; and
(j) Indebtedness other than Indebtedness Subsidiaries not described in clauses (a) through (ig) of this Section 7.05; provided that the above in an aggregate principal amount of Indebtedness permitted to be secured pursuant to this Section 7.05(j), together with the aggregate principal amount of Indebtedness permitted to be secured pursuant to Section 7.01(k), shall not in the aggregate outstanding at any time outstanding not to exceed 5% ten percent (10%) of Total Assets the Consolidated Net Worth of the Borrower as of at the end of the Borrower’s most recently ended fiscal quarter of Fiscal Quarter for which financial statements have been made available, or are required to have been made available, to the BorrowerAdministrative Agent.
Appears in 1 contract
Restricted Subsidiary Indebtedness. Permit any of its Restricted Subsidiaries to create or suffer to exist, any Indebtedness other than:
(a) Indebtedness created hereunder and under the other Loan Documents;
(b) Indebtedness of any Restricted Subsidiary owing to the Borrower or to a Restricted Subsidiary;
(c) Indebtedness existing on the Closing Date and described on Schedule 7.05 7.05(c) (including as Indebtedness permitted under this subsection any credit facilities or credit lines of any Restricted Subsidiary listed on such Schedule 7.057.05(c), whether or not such facilities or lines have been drawn upon by such Restricted Subsidiary) (the “Existing Subsidiary Indebtedness”) and any Indebtedness of the obligor of such Existing Subsidiary Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Subsidiary Indebtedness, provided that the principal amount of such Existing Subsidiary Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;
(d) Indebtedness secured by Liens permitted by Section 7.01(g);
(e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course Ordinary Course of businessBusiness;
(f) Indebtedness of Plum Creek Manufacturing and its Subsidiaries in an aggregate principal amount not exceeding $100,000,000;
(g) Indebtedness (i) of Plum Creek Southern Timber, L.L.C. and Plum Creek South Central Timberlands, L.L.C. under the respective Assumption Agreements executed by such Restricted Subsidiaries as of January 22, 2003, and (ii) of any Restricted Subsidiary under any new Assumption Agreement entered into from time to time after the Assumption Agreements and any Indebtedness of the obligor of such Indebtedness extending the maturity ofClosing Date, or refunding or refinancingso long as, in whole or in partthe case of any such new Assumption Agreement pursuant to this clause (ii), Indebtedness owing under this Agreement is assumed by such IndebtednessRestricted Subsidiary on a pari passu basis with any other Indebtedness assumed under such Assumption Agreement, provided it being understood and agreed that the principal amount of an Assumption Agreement containing terms substantially similar to those set forth on Schedule 7.05(g) hereto shall be deemed to have assumed Indebtedness owing under this Agreement on such Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancingpari passu basis;
(h) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is secured by Collateral in an amount equal to at least 9590% of the outstanding principal balance thereof;
(i) Indebtedness of a Restricted Subsidiary incurred for the purpose of acquiring Timberlands that is assigned to the seller of such Timberlands or a designee of such seller subject to the condition that the seller or such designee surrender such Indebtedness to the Borrower, the REIT or any Subsidiary of the Borrower upon payment of the purchase price for such Timberlands;
(j) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and
(jk) Indebtedness other than Indebtedness described in clauses (a) through (ij) of this Section 7.05; provided that the aggregate principal amount of Indebtedness permitted to be secured pursuant to this Section 7.05(j7.05(k), together with the aggregate principal amount of Indebtedness permitted to be secured pursuant to Section 7.01(k), shall not in the aggregate at any time outstanding exceed 510% of Total Consolidated Net Tangible Assets as of the end of the most recently ended fiscal quarter of the Borrower.
Appears in 1 contract
Samples: Revolving Credit Agreement (Plum Creek Timber Co Inc)
