Debt Clause Samples
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Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except:
(i) Debt under the Loan Documents;
(ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents;
(iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt;
(iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries,
(A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding,
(B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease,
(C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and
(D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04;
(v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements;
(vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and
(viii) unsecured Debt the incurrence of wh...
Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) 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; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Su...
Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than:
(i) in the case of the Borrower, Subordinated Debt;
(ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and
(iii) in the case of the Borrower and any of its Subsidiaries,
(A) Debt under the Loan Documents,
(B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate,
(C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding,
(D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,
(E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and
(F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding.
Debt. The Company shall not create, incur, assume or suffer to exist any additional indebtedness of any description whatsoever in an aggregate amount in excess of $25,000 (excluding any indebtedness of the Company to the Secured Party, trade accounts payable and accrued expenses incurred in the ordinary course of business and the endorsement of negotiable instruments payable to the Company, respectively for deposit or collection in the ordinary course of business).
Debt. None of the Borrower or any of its Consolidated Subsidiaries will incur, create or assume any Debt, except:
(a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations;
(b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof;
(c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor;
(d) [Reserved];
(e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties;
(f) Debt under Hedging Agreements permitted under Section 9.07;
(g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent;
(h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices;
(i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement;
(j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money);
(k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary...
Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.
(c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding.
(d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties.
(e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement.
(f) endorsements of negotiable instruments for collection in the ordinary course of business.
(g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of...
Debt. The Borrower will not, and will not permit any Subsidiary to, incur or permit to exist any Debt, except:
(a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted under Section 10.4(b);
(b) Debt of any Subsidiary to the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower to any Subsidiary;
(c) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Loans;
(d) endorsements in the ordinary course of business of negotiable instruments in the course of collection;
(e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 10.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date;
(f) Debt evidenced by Senior Notes;
(g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recent...
Debt. The Borrower will not, and will not permit any other Credit Party to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for:
(a) Debt incurred under the Financing Documents;
(b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement;
(c) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations;
(d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder;
(e) Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstanding;
(f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6;
(g) [reserved];
(h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary;
(i) [reserved];
(j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment;
(k) [reserved];
(l) any C...
Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Loans or other Obligations arising under the Loan Documents.
(b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate.
(c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor.
(d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.
(e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).
(f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.
(g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permi...
Debt. Borrower shall not create, incur or assume any Indebtedness other than the Debt except to the extent expressly permitted hereby.