Additional Debt. Create, incur, assume or suffer to exist any Debt, other than (i) Debt incurred pursuant to the Loan Documents, (ii) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time.
Appears in 2 contracts
Sources: Guaranty Agreement (Rentech, Inc.), Guaranty Agreement (Blackstone Holdings I L.P.)
Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any Debt or the equivalent (including obligations under Capital Leases), except for:
(a) the Debt owed to the Lenders under the Loan Documents;
(b) the Debt existing and outstanding on the Closing Date described on Schedule 6.22 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension;
(c) Debt subordinated to the Obligations by subordination agreement(s) satisfactory to Administrative Agent in its sole discretion;
(d) intentionally omitted;;
(e) Debt in respect of Capital Leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section 6.08(l); provided, that the aggregate amount of all such Debt at any one time outstanding shall not exceed the greater of (i) $125,000,000 or (ii) 25% of Consolidated EBITDA as of the end of the period of four Fiscal Quarters most recently for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b);
(f) unsecured Debt of a Subsidiary of the Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Debt shall (i) to the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Obligations in accordance with the terms of the Security Agreement and (ii) be otherwise permitted under the provisions of Section 6.05 or Section 6.07 (“Intercompany Debt”);
(g) Guarantees of the Borrower or any Subsidiary of the Borrower in respect of Debt otherwise permitted hereunder of the Borrower or any other wholly-owned Subsidiary of the Borrower;
(h) obligations (contingent or otherwise) existing or arising under any Swap Contract, other than 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 fluctuations in interest rates or foreign exchange rates 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
(i) Debt incurred pursuant assumed in connection with a Permitted Acquisition, provided, such Debt is not created in contemplation thereof, so long as after giving effect to the Loan Documentsassumption of such Debt on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing or would result therefrom, and the Borrower shall be in pro-forma compliance with the covenants set forth in Section 6.03 (as calculated as of the most recently ended Fiscal Quarter for which the Borrower is then required to have delivered quarterly financial statements in accordance with Section 6.01(a) or (b)); and
(j) unsecured Debt not otherwise permitted under this Section 6.22, so long as (i) after giving effect to the incurrence of such Debt, no Default or Event of Default shall have occurred and be continuing or would result therefrom, and the Borrower shall be in pro-forma compliance with the covenants set forth in Section 6.03 (as calculated as of the most recently ended Fiscal Quarter for which the Borrower is then required to have delivered quarterly financial statements in accordance with Section 6.01(a) or (b)), (ii) such Debt of is not at any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of time guaranteed by any Subsidiary that is not a Loan Party owing Guarantor; and (iii) no such Debt shall (A) have a scheduled maturity or require any regularly scheduled amortization payment to another Subsidiary be made prior to the date that is not a Loan Party, in each case, for intercompany loans 91 days after the Maturity Date or advances, (ivB) Debt of any Loan Party owing be subject to any Subsidiary that is not a Loan Partymandatory redemption, in an aggregate outstanding mandatory repurchase or other mandatory prepayments of principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(dincluding early conversion triggers) other than those that, in the Debt described in clauses Borrower’s good faith judgment, are customary for such unsecured Debt;
(10k) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such any Debt or result in an increase in the outstanding principal equivalent (including obligations under Capital Leases) related to the Arkansas Revenue Bond Transaction; and
(l) other Debt not otherwise permitted under this Section 6.22, provided, that the aggregate amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any one time in excess outstanding shall not exceed the greater of (i) $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, 125,000,000 or (viiiii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course 25% of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) Consolidated EBITDA as of the definition end of “Debt” in the Credit Agreement period of four Fiscal Quarters most recently for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b); provided, however, the aggregate amount of Debt incurred in the ordinary course of business and arising under unsecured Swap Agreements or assumed by Subsidiaries that are not speculative in natureLoan Parties pursuant to clauses (i), in an aggregate outstanding amount (j) or (k) above, at any one time outstanding shall not exceeding exceed the greater of (i) $3,000,000, 35,000,000 or (xiiii) Debt not exceeding $1,125,000 outstanding at any time incurred 10% of Consolidated EBITDA as of the end of the period of four Fiscal Quarters most recently for which the Borrower has delivered financial statements pursuant to finance the payment of property insurance premiums relating to its wood fiber business, Section 6.01(a) or (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timeb).
Appears in 2 contracts
Sources: Credit Agreement (Trex Co Inc), Credit Agreement (Trex Co Inc)
Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under Capital Leases), other than except for:
(ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ;
(iib) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) the Debt existing and outstanding on the date hereof and listed Closing Date described on Schedule 8(d)6.22 and any refinancings, and extensionsrefundings, renewals, refinancings and replacements renewals or extensions thereof, ; provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess is not increased at the time of that in effect immediately prior to giving effect to such extensionrefinancing, renewalrefunding, refinancing renewal or replacement extension except by an amount equal to any premium, accrued interesta reasonable premium or other reasonable amount paid, and reasonable fees and expenses incurred reasonably incurred, in connection therewith with such refinancing and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and by an amount equal to any premiumexisting commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, accrued interest, and reasonable fees and expenses incurred as a result of or in connection therewithwith such refinancing, refunding, renewal or extension;
(viii) [intentionally omitted], (ixc) Debt under performance bonds or subordinated to the Obligations by subordination agreement(s) satisfactory to Administrative Agent in its sole discretion;
(d) so long as no NMTC Recapture Event with respect to workers’ compensation claimsany NMTC Transaction has occurred, any Debt incurred by the Borrower and/or any Subsidiary in each case incurred connection with such NMTC Transaction;
(e) Debt in respect of Capital Leases and purchase money obligations for fixed or capital assets within the ordinary course limitations set forth in Section 6.08(k); provided, however, that the aggregate amount of business, in an aggregate outstanding amount all such Debt at any one time outstanding shall not exceeding exceed $2,000,000, 10,000,000;
(xf) unsecured Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) a Subsidiary of the definition Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Debt shall (i) to the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Obligations in accordance with the terms of the Security Agreement and (ii) be otherwise permitted under the provisions of Section 6.05 or Section 6.07 (“Intercompany Debt” ”);
(g) Guarantees of the Borrower or any Subsidiary of the Borrower in respect of Debt otherwise permitted hereunder of the Credit Agreement incurred Borrower or any other wholly-owned Subsidiary of the Borrower;
(h) 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 fluctuations in interest rates or foreign exchange rates and arising (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
(i) unsecured Debt not otherwise permitted under unsecured Swap Agreements that are not speculative in naturethis Section 6.22, in an the aggregate outstanding principal amount at any time not exceeding $3,000,000of which when aggregated with all other outstanding unsecured Debt of the Loan Parties and Subsidiaries of Loan Parties under this clause (i) shall not, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time, exceed $10,000,000.
Appears in 2 contracts
Sources: Credit Agreement (Trex Co Inc), Credit Agreement (Trex Co Inc)
Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) the Debt existing and outstanding on the date hereof and listed Closing Date described on Schedule 8(d), 5.30 but only to the extent outstanding on the Closing Date and extensions, not satisfied with proceeds of Advances made by the Lenders on the Closing Date and renewals, refinancings and replacements extensions thereof, provided that the Refinancing Conditions have been satisfied with respect to such refinancing; (c) Debt arising from Hedging Transactions permitted under Section 5.34; (d) so long as no Default or Event of Default has occurred and is continuing, Debt permitted under Sections 5.10; (e) Purchase Money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of Revenue Equipment, and renewals, refinancings and extensions thereof, provided that (xi) such Debt when incurred shall not exceed the purchase price of the asset(s) financed; and (ii) the Refinancing Conditions have been met with respect to such refinancing; (f) Collateral Refinancing Debt hereafter incurred by the Borrower in an aggregate principal amount not to exceed $5,000,000 in any Fiscal Year of the Borrower, and renewals, refinancings and extensions thereof provided that the Refinancing Conditions have been met with respect to such refinancing; (g) Debt incurred for the acquisition or financing of real estate and Debt incurred in connection with Sale/Leaseback Transactions, provided that the aggregate principal amount of all such Debt listed on Schedule 8(d) other than the Debt described in clauses shall not exceed ten percent (10%) – of Consolidated Tangible Net Worth (20as of the end of the immediately preceding fiscal quarter) thereofat any one time outstanding, no and renewals, refinancings and extensions thereof provided that the Refinancing Conditions have been met with respect to such extensionrefinancing; (h) Guarantees with respect to Debt permitted by this Section 5.30; and (i) Debt not otherwise permitted under this Section 5.30, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the aggregate outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extensionwhich shall not, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time, exceed $5,000,000.
Appears in 1 contract
Sources: Credit Agreement (Usa Truck Inc)
Additional Debt. CreateNo Loan Party or Applicable Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 5.27; (c) Debt of any Loan Party owing subordinated to another Loan Party, the Obligations by subordination agreement(s) satisfactory to Collateral Agent in each case, for intercompany loans or advances, their sole discretion; (iiid) Debt of any Subsidiary that is under the Indenture evidenced by the Senior Subordinated Notes; and (e) unsecured Debt not a Loan Party owing to another Subsidiary that is not a Loan Partyotherwise permitted under this Section 5.27, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all outstanding unsecured Debt of the Loan Parties and Applicable Subsidiaries of Loan Parties not otherwise permitted under this Section 5.27 shall not, at any time time, exceed $1,000,000. The Borrower will not, and will not exceeding $5,000,000, in each case, for intercompany loans or advancespermit any Subsidiary to, (va) [intentionally omitted]redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt (other than Senior Subordinated Notes or as otherwise permitted by Section 5.08), (vib) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated Debt or (c) designate any Debt of the Borrower or any Applicable Subsidiary that is not a Loan Party owing to as “Senior Indebtedness,” “Senior Debt” or any Loan Partysimilar designation under any agreement governing any Subordinated Debt of the Borrower or any Applicable Subsidiary, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt described with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in clauses (10) – (20) thereof, a principal amount no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in less than the outstanding principal amount of the Subordinated Debt being repaid; (2) the Borrower provides the Administrative Agent with written notice of such Debt in excess of that in effect immediately repayment no less than fifteen (15) calendar days prior to giving effect such repayment; (3) such repayment is made no less than sixty (60) calendar days prior to the maturity date of the Subordinated Debt being repaid; and (4) prior to such extensionrepayment, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect the holder of such Substitute Subordinated Debt or result executes and delivers to the Administrative Agent a subordination agreement satisfactory to the Required Lenders in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timetheir sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Trex Co Inc)
Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 6.27; (c) Debt of subordinated to the Obligations by subordination agreement(s) satisfactory to Administrative Agent in its sole discretion; (d) so long as no NMTC Recapture Event with respect to any Loan Party owing to another Loan PartyNMTC Transaction has occurred, in each case, for intercompany loans or advances, (iii) any Debt of incurred by the Borrower and/or any Subsidiary that is in connection with such NMTC Transaction, and (e) unsecured Debt not a Loan Party owing to another Subsidiary that is not a Loan Partyotherwise permitted under this Section 6.27, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all other outstanding unsecured Debt of the Loan Parties and Subsidiaries of Loan Parties under this clause (e) shall not, at any time time, exceed $1,000,000. The Borrower will not, and will not exceeding $5,000,000, in each case, for intercompany loans or advancespermit any Subsidiary to, (va) [intentionally omitted]redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt in violation of the subordination agreement applicable thereto, (vib) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated Debt or (c) designate any Debt of the Borrower or any Subsidiary that is not a Loan Party owing to as “Senior Indebtedness,” “Senior Debt” or any Loan Partysimilar designation under any agreement governing any Subordinated Debt of the Borrower or any Subsidiary, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt described with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in clauses (10) – (20) thereof, a principal amount no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in less than the outstanding principal amount of such the Subordinated Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and being repaid; (y2) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect the Borrower provides the Administrative Agent with written notice of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time.repayment no less than fifteen
Appears in 1 contract
Sources: Credit Agreement (Trex Co Inc)
Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 6.27; (c) Debt of subordinated to the Obligations by subordination agreement(s) satisfactory to Administrative Agent in its sole discretion; (d) so long as no NMTC Recapture Event with respect to any Loan Party owing to another Loan PartyNMTC Transaction has occurred, in each case, for intercompany loans or advances, (iii) any Debt of incurred by the Borrower and/or any Subsidiary that is in connection with such NMTC Transaction, and (e) unsecured Debt not a Loan Party owing to another Subsidiary that is not a Loan Partyotherwise permitted under this Section 6.27, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all other outstanding unsecured Debt of the Loan Parties and Subsidiaries of Loan Parties under this clause (e) shall not, at any time time, exceed $1,000,000. The Borrower will not, and will not exceeding $5,000,000, in each case, for intercompany loans or advancespermit any Subsidiary to, (va) [intentionally omitted]redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt in violation of the subordination agreement applicable thereto, (vib) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated Debt or (c) designate any Debt of the Borrower or any Subsidiary that is not a Loan Party owing to as “Senior Indebtedness,” “Senior Debt” or any Loan Partysimilar designation under any agreement governing any Subordinated Debt of the Borrower or any Subsidiary, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt described with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in clauses (10) – (20) thereof, a principal amount no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in less than the outstanding principal amount of the Subordinated Debt being repaid; (2) the Borrower provides the Administrative Agent with written notice of such Debt in excess of that in effect immediately repayment no less than fifteen (15) calendar days prior to giving effect such repayment; (3) such repayment is made no less than sixty (60) calendar days prior to the maturity date of the Subordinated Debt being repaid; and (4) prior to such extensionrepayment, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect the holder of such Substitute Subordinated Debt or result executes and delivers to the Administrative Agent a subordination agreement satisfactory to the Required Lenders in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timetheir sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Trex Co Inc)
Additional Debt. CreateDirectly or indirectly issue, incurassume, assume create, incur or suffer to exist any Debt, except for:
(a) the Debt owed under this Agreement and the other than Credit Documents;
(b) [Reserved];
(c) Debt evidenced by the Public Notes and guarantees thereof by Subsidiary Guarantors and Permitted Refinancing Debt in respect thereof;
(d) Debt evidenced by the Existing Public Notes outstanding on the Closing Date that have not been exchanged for Public Notes, in an aggregate principal amount not to exceed $82,500,000 (or a greater amount as agreed by the Required Lenders);
(i) Debt in respect of on-balance sheet Permitted Securitization Transactions and (ii) unsecured guarantees in connection with off-balance sheet Securitization Transactions to the extent incurred pursuant to Standard Securitization Undertakings;
(f) Subordinated Debt;
(g) Debt and obligations owing under (i) Hedging Agreements existing on the Loan DocumentsClosing Date and described on Schedule 6.1(g) and (ii) Hedging Agreements entered into after the Closing Date not for speculative purposes; provided the Debt and obligations under Hedging Agreements described in this clause (ii) are unsecured;
(h) Debt in an aggregate amount not to exceed $46,000,000 at any one time outstanding consisting of reimbursement obligations in respect of letters of credit (which may be issued to support obligations of Subsidiaries and Portfolio Investments) (i) existing on the Closing Date and (ii) issued after the Closing Date in connection with permitted Follow-On Investments, in each case issued for the account of the Borrower;
(i) obligations with respect to the termination and/or settlement of obligations under a certain Hedging Agreement outstanding on the Closing Date; provided that the aggregate amount of such obligations shall not, at any time, exceed $15,000,000;
(j) in addition to the other Debt permitted by this Section 6.1, Debt which shall not, at any time, exceed an aggregate principal amount of $25,000,000;
(k) Debt of the Borrower to the extent secured by Portfolio Investments made after the Closing Date; provided that at the time any such Debt is incurred (i) the Net Cash Proceeds of such Debt shall be equal to at least 75% of the Fair Market Value of the Portfolio Investments securing such Debt, (ii) Debt of any Loan Party owing to another Loan Party, the Borrower is in each case, for intercompany loans or advancespro forma compliance with the financial covenants set forth in Section 5.9 after giving effect thereto, (iii) Debt no Event of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans Default exists or advanceswould result therefrom, (iv) such Debt has no required scheduled or mandatory (except with proceeds of any Loan Party owing collateral securing such Debt) principal payments prior to any Subsidiary that is not a Loan Partythe first anniversary of the Maturity Date, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, and (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect material terms of such Debt or result in an increase (other than interest rate and other economic terms) in the outstanding aggregate are no more restrictive on the Borrower and its Consolidated Subsidiaries than the terms of this Agreement (unless covenants and events of default contained in such Debt that are more restrictive than those hereunder shall, at the option of the Administrative Agent, be incorporated mutatis mutandis in this Agreement);
(l) unsecured Debt of the Borrower as long as (i) such Debt has no required (scheduled or mandatory) principal amount payments prior to the first anniversary of the Maturity Date, (ii) the material terms of such Debt (other than interest rate and other economic terms) in excess the aggregate are no more restrictive on the Borrower and its Consolidated Subsidiaries than the terms of this Agreement (unless covenants and events of default contained in such Debt that are more restrictive than those hereunder shall, at the option of the Administrative Agent, be incorporated mutatis mutandis in this Agreement), (iii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 5.9 after giving effect immediately prior to thereto, and (iv) no Event of Default exists or would result therefrom.
(m) repurchase agreement financing if (i) the proceeds of such Debt are invested solely in securities issued or directly and fully guaranteed or insured by the United States or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) and (ii) such financing matures no later than twenty-five (25) Business Days; and
(n) intercompany Debt permitted by Sections 6.5 and 6.11; provided that after giving effect to such extensionthe issuance, renewalassumption, refinancing creation or replacement except incurrence of the Debt permitted by an amount equal this Section 6.1 after the Closing Date, no Default under Section 7.1(a) or (e) shall have occurred and be continuing and the Borrower shall be in compliance with Section 5.9. The Net Cash Proceeds of any Debt incurred pursuant to any premiumSections 6.1(e), accrued interest(f), and reasonable fees and expenses incurred in connection therewith (j), (k) and (yl) for all Debt described in clauses (10) – (20) of Schedule 8(dare subject to Section 2.4(b), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time.
Appears in 1 contract
Additional Debt. CreateNo Obligor or Subsidiary of an Obligor shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under Capital Leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents; (b) the Debt existing and outstanding on the Closing Date described on Schedule 6.29; (c) Subordinated Debt; (d) unsecured Subordinated Debt to the extent also contractually subordinated to the Junior Lender not otherwise permitted under this Section 6.29, (ii) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all outstanding unsecured Debt of the Obligors and Subsidiaries of Obligors not otherwise permitted under this Section 6.29 shall not, at any time not exceeding time, exceed $5,000,000, in each case, for intercompany loans 500,000; (e) guarantees and other contingent obligations of the Borrower or advances, any Subsidiary of Debt or other obligations of the Borrower or any Subsidiary otherwise permitted hereunder so long as the Person providing such guarantee or other contingent obligation could have incurred the Debt or other obligations that are being guaranteed; (vf) [intentionally omitted], obligations under Hedge Agreements that are permitted under Section 6.32; (vig) Debt arising from the honoring by a bank or other financial institution of any Subsidiary that is not a Loan Party owing to any Loan Partycheck, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans draft or advances, similar instrument inadvertently (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase except in the outstanding principal amount case of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (ydaylight overdrafts) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred drawn against insufficient funds in the ordinary course of business; provided, in an aggregate outstanding amount at any time not exceeding $2,000,000however, that such Debt is extinguished within two (x2) Business Days of incurrence; (h) Debt consisting arising in connection with endorsement of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred instruments for deposit in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, business; (i) Debt of Foreign Subsidiaries in an aggregate outstanding amount not to exceed $500,000 at any time not exceeding $3,000,000, outstanding; and (xiij) Debt of the Borrower or any of its Subsidiaries incurred in connection with Capital Leases and purchase money Debt of the Borrower or any of its Subsidiaries in an aggregate amount not exceeding to exceed $1,125,000 outstanding 500,000 at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timeoutstanding.
Appears in 1 contract
Additional Debt. CreateNo Loan Party or Applicable Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 5.27; (c) Debt of any Loan Party owing subordinated to another Loan Party, the Obligations by subordination agreement(s) satisfactory to Administrative Agent in each case, for intercompany loans or advances, its sole discretion; (iiid) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, under the Indenture evidenced by the Senior Subordinated Notes; (ive) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on secured by the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, Nevada Property provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding aggregate principal amount of such Debt in excess shall not exceed 80% of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith the Approved Value (as hereinafter defined) of the Nevada Property; and (yf) for all unsecured Debt described in clauses (10) – (20) of Schedule 8(d)not otherwise permitted under this Section 5.27, no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the aggregate outstanding principal amount of such which when aggregated with all outstanding unsecured Debt of the Loan Parties and Applicable Subsidiaries of Loan Parties not otherwise permitted under this Section 5.27 shall not, at any time time, exceed $1,000,000. For purposes of clause (e) above, “Approved Value” shall mean the fair market value shown on an MAI appraisal of the Nevada Property obtained in excess anticipation of $22,000,000 such Debt, which appraisal shall comply with all rules and regulations of any applicable Governmental Authorities, shall be conducted by an amount equal appraiser satisfactory to the Administrative Agent, and shall otherwise be in form and substance satisfactory to the Administrative Agent in all respects. The Borrower will not, and will not permit any Subsidiary to, (a) redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt (other than as permitted by Section 5.08), (b) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Subordinated Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) designate any Debt of the definition of Borrower or any Applicable Subsidiary as “Senior Indebtedness,” “Senior Debt” or any similar designation under any agreement governing any Subordinated Debt of the Borrower or any Applicable Subsidiary, other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in a principal amount no less than the Credit Agreement incurred in principal amount of the ordinary course Subordinated Debt being repaid; (2) the Borrower provides the Administrative Agent with written notice of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, such repayment no less than fifteen (xii15) calendar days prior to such repayment; (3) such repayment is made no less than sixty (60) calendar days prior to the maturity date of the Subordinated Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], being repaid; and (xv4) other prior to such repayment, the holder of such Substitute Subordinated Debt executes and delivers to the Administrative Agent a subordination agreement satisfactory to the Required Lenders in an amount not exceeding $1,000,000 in the aggregate at any timetheir sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Trex Co Inc)
Additional Debt. Create, incur, assume or suffer to exist any Debt, other than (i) Debt incurred pursuant to the Loan Documents, (ii) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omittedreserved], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 24,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted]Debt of the Ontario Pellets Entities pursuant to an Ontario Pellets Working Capital Credit Facility in an aggregate outstanding principal amount at any time not exceeding $15,000,000, (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time.of
Appears in 1 contract
Sources: Guaranty Agreement (Rentech, Inc.)
Additional Debt. CreateNo Loan Party or Applicable Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 5.27; (c) Debt of subordinated to the Obligations by subordination agreement(s) satisfactory to Administrative Agent in its sole discretion; (d) so long as no NMTC Recapture Event with respect to any Loan Party owing to another Loan PartyNMTC Transaction has occurred, in each case, for intercompany loans or advances, (iii) any Debt of incurred by the Borrower and/or any Subsidiary that is in connection with such NMTC Transaction, and (e) unsecured Debt not a Loan Party owing to another Subsidiary that is not a Loan Partyotherwise permitted under this Section 5.27, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all other outstanding unsecured Debt of the Loan Parties and Applicable Subsidiaries of Loan Parties under this clause (e) shall not, at any time time, exceed $1,000,000. The Borrower will not, and will not exceeding $5,000,000, in each case, for intercompany loans or advancespermit any Subsidiary to, (va) [intentionally omitted]redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt (other than as otherwise permitted by Section 5.08), (vib) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated Debt or (c) designate any Debt of the Borrower or any Applicable Subsidiary that is not a Loan Party owing to as “Senior Indebtedness,” “Senior Debt” or any Loan Partysimilar designation under any agreement governing any Subordinated Debt of the Borrower or any Applicable Subsidiary, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt described with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in clauses (10) – (20) thereof, a principal amount no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in less than the outstanding principal amount of the Subordinated Debt being repaid; (2) the Borrower provides the Administrative Agent with written notice of such Debt in excess of that in effect immediately repayment no less than fifteen (15) calendar days prior to giving effect such repayment; (3) such repayment is made no less than sixty (60) calendar days prior to the maturity date of the Subordinated Debt being repaid; and (4) prior to such extensionrepayment, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect the holder of such Substitute Subordinated Debt or result executes and delivers to the Administrative Agent a subordination agreement satisfactory to the Required Lenders in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timetheir sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Trex Co Inc)
Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party (other than an SPV Subsidiary) shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for:
(ia) the Debt incurred pursuant owed to the Lenders and Hedge Counterparties under the Loan Documents, ;
(iib) Debt of any Loan Party owing to another Loan Party, in each caseSBIC Entities; 767077577.9
(c) MSC Springing Guarantees, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount not to exceed $50,000,000;
(d) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (d) shall not at any time not exceeding exceed $5,000,000, in each case, for intercompany loans or advances, ;
(v) [intentionally omitted], (vie) Debt of any Subsidiary that is incurred after the OmnibusSixth Amendment Effective Date with a maturity when incurred not a Loan Party owing less than one yearsix months after the Extended Final Maturity Date (after giving effect to any extensions of the Extended Final Maturity Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms materially no more restrictive than those in this Agreement, so long as such Debt is unsecured;
(f) loans by Loan Party, Parties and/or Subsidiaries of Loan Parties to SBIC Entities not to exceed $60,000,000 in the aggregate at any one time outstanding with maturities not to exceed twelve (12) months (provided that the Loan Parties and/or Subsidiaries of Loan Parties shall not be permitted to make loans and advances to SBIC Entities in excess of $20,000,000 following the Extended Commitment Termination Date);
(g) unsecured Debt of the Loan Parties in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 1,235,000,0002,100,000,000 at any time (including without limitation the Existing Debt (as defined below) and an amount equal to any premium, accrued interest, and reasonable fees and expenses Debt incurred in connection therewithwhole or in part in full or partial refinancing of the Existing Debt) (and provided, (viiihowever, that any Debt incurred to both satisfy the Available Liquidity requirement in this Section 5.31(g) [intentionally omitted], (ix) and refinance outstanding Debt shall not count toward the limitation on unsecured Debt under performance bonds or this Section 5.31(g) (except to the extent the amount of such new Debt exceeds the amount of such outstanding Debt being refinanced) during the period starting on the later of (i) the incurrence of such new Debt and (ii) 180 days prior to the maturity date of such outstanding Debt and ending upon the refinance of such outstanding Debt), so long as:
(i) with respect to workers’ compensation claimsthe Existing Debt (as defined below), in during each case incurred in period beginning on each date that is ninety (90) days prior to the ordinary course maturity of businessany such Debt and continuing until the maturity of any such Debt, in an aggregate outstanding the Borrower shall have Available Liquidity that is equal to or greater than the principal amount at of Debt that is due and payable on such maturity date; and
(ii) with respect to any time not exceeding $2,000,000, Debt other than Existing Debt (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at but including without limitation any time not exceeding $2,000,000, (xi) Debt described in clause (c) full or partial refinancing of the definition Existing Debt):
(A) the Debt has a maturity after the Extended Final Maturity Date (after giving effect to any extensions of “Debt” in the Credit Agreement incurred in Extended Final Maturity Date which have been exercised at the ordinary course time of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment incurrence or refinance of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time.130
Appears in 1 contract