Common use of Permitted Debt Clause in Contracts

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt except: (i) the Obligations (other than any China Facility incurred as a tranche hereunder); (ii) the Senior Notes; (iii) Permitted Purchase Money Debt; (iv) Permitted Contingent Obligations; (v) Debt permitted by Section 10.2.12; (vi) Debt that is not included in any of the other paragraphs of this Section 10.2.3 not secured by a Lien (unless such Lien is a Permitted Lien) and not to exceed $200,000,000 at any time outstanding as to all Borrowers and Subsidiary Guarantors; (vii) Debt that is not included in any of the other paragraphs of this Section 10.2.3, has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the Maturity Date, has covenants no more restrictive than those contained in this Agreement; (viii) Debt (other than the Debt permitted pursuant to clauses (i) or (ii) above) outstanding on the Closing Date and listed on Schedule 10.2.3(viii) hereto; (ix) Refinancing Debt so long as each Refinancing Condition is satisfied; (x) Bank Product Debt; provided that any Hedging Agreements are permitted under Section 10.2.18; (xi) Debt secured by Liens permitted by Section 10.2.5(xv); (xii) Debt assumed in connection with a Business Acquisition that is permitted under Section 10.2.12; provided that (x) such Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the aggregate principal amount of Debt permitted by this clause (xii) shall not exceed $100,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 10.2.5; (xiii) reimbursement obligations incurred in the Ordinary Course of Business in respect of trade letters of credit issued to support the purchase of Inventory in transit to a property owned or leased by an Obligor; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and provided further that such letters of credit shall be payable only against sight drafts (and not time drafts); (xiv) reimbursement obligations in respect of the standby letters of credit listed on Schedule 10.2.3(xiv) hereto; (xv) Debt in respect of the China Facility incurred by Ryerson China Limited and its subsidiaries; (xvi) guarantees by Parent, the U.S. Borrower and U.S. Guarantors of Debt in respect of the China Facility; and (xvii) Debt in respect of Permitted Receivables Transactions. None of the provisions of this Section 10.2.3 that authorize any Borrower to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Borrower.

Appears in 1 contract

Sources: Credit Agreement (Ryerson Holding Corp)

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt Debt, except: (i) the Obligations (other than any China Facility incurred as a tranche hereunder)Obligations; (ii) Subordinated Debt existing on the Senior Closing Date, including Debt evidenced by the Vendor Notes; (iii) accounts payable by Borrower or a Subsidiary to trade creditors in the Ordinary Course of Business; (iv) Permitted Purchase Money Debt; (ivv) Debt for accrued payroll, Taxes and other operating expenses (other than for Money Borrowed) incurred in the Ordinary Course of Business of Borrower or such Subsidiary, so long as payment thereof is not past due and payable unless, in the case of Taxes only, such Taxes are being Properly Contested; (vi) Debt for Money Borrowed by Borrower (other than the Obligations), but only to the extent that such Debt is outstanding on the date of this Agreement and is not to be satisfied on or about the Closing Date from the proceeds of the initial Revolver Loans; (vii) Permitted Contingent Obligations; (v) Debt permitted by Section 10.2.12; (viviii) Debt that is not included in any of the other paragraphs preceding clauses of this Section 10.2.3 9.2.3, is not secured by a Lien (unless such Lien is a Permitted Lien) and does not to exceed $200,000,000 at any time outstanding time, in the aggregate, the sum of $100,000 as to Borrower and all Borrowers and Subsidiary Guarantors; (vii) Debt that is not included in any of the other paragraphs of this Section 10.2.3, has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the Maturity Date, has covenants no more restrictive than those contained in this Agreement; (viii) Debt (other than the Debt permitted pursuant to clauses (i) or (ii) above) outstanding on the Closing Date and listed on Schedule 10.2.3(viii) heretoits Subsidiaries; (ix) Refinancing Debt so long as each of the Refinancing Condition Conditions is satisfied;met; and (x) Bank Product Debt; provided that any Hedging Agreements are Debt owing by a Subsidiary to Borrower for loans permitted under Section 10.2.18; (xi9.2.2(iii) Debt secured by Liens permitted by Section 10.2.5(xv); (xii) Debt assumed in connection with a Business Acquisition that is permitted under Section 10.2.12; provided that (x) such Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the aggregate principal amount of Debt permitted by this clause (xii) shall not exceed $100,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 10.2.5; (xiii) reimbursement obligations incurred in the Ordinary Course of Business in respect of trade letters of credit issued to support the purchase of Inventory in transit to a property owned or leased by an Obligor; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and provided further that such letters of credit shall be payable only against sight drafts (and not time drafts); (xiv) reimbursement obligations in respect of the standby letters of credit listed on Schedule 10.2.3(xiv) hereto; (xv) Debt in respect of the China Facility incurred by Ryerson China Limited and its subsidiaries; (xvi) guarantees by Parent, the U.S. Borrower and U.S. Guarantors of Debt in respect of the China Facility; and (xvii) Debt in respect of Permitted Receivables Transactions. None of the provisions of this Section 10.2.3 that authorize any Borrower to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each BorrowerAgreement.

Appears in 1 contract

Sources: Loan and Security Agreement (Pameco Corp)

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt Debt, except: (i) the Obligations (other than any China Facility incurred as a tranche hereunder)Obligations; (ii) Subordinated Debt that is subject at all times to subordination pursuant to the Senior Notesterms of a Subordination Agreement; (iii) Permitted Purchase Money Fixed Asset Debt; (iv) Debt for Money Borrowed by Borrowers as described on Schedule 10.2.3; (v) Permitted Contingent Obligations; (vvi) Debt permitted from any Borrower to any other Obligor in connection with the ordinary course operation of the Obligors’ cash management system, to the extent approved by Section 10.2.12the Court; (vivii) Reserved; (viii) unsecured Debt that is not included in any of the other preceding paragraphs of this Section 10.2.3 10.2.3; (ix) Debt owing solely by Foreign Subsidiaries, including Permitted Foreign Subsidiary Investments; (x) Claims against a Borrower in existence on the Petition Date to the extent not incurred in violation of the Pre-Petition Loan Agreement; (xi) Debt (other than Debt for Money Borrowed) incurred in the Ordinary Course of Business of a Borrower during the Chapter 11 Cases, including Professional Expenses, so long as such Debt is not past due and payable (other than as required by the Court) and is not secured by a Lien (unless such Lien is a Permitted Lien) and not to exceed $200,000,000 at any time outstanding as to all Borrowers and Subsidiary Guarantors; (vii) Debt that is not included in any of the other paragraphs of this Section 10.2.3, has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the Maturity Date, has covenants no more restrictive than those contained in this Agreement; (viii) Debt (other than the Debt permitted pursuant to clauses (i) or (ii) above) outstanding on the Closing Date and listed on Schedule 10.2.3(viii) hereto;Section 10.2.5 of this Agreement; and (ixxii) Refinancing Debt so long as each Refinancing Condition is satisfied; (x) Bank Product Debt; provided that any Hedging Agreements are permitted under Section 10.2.18; (xi) Debt secured by Liens permitted by Section 10.2.5(xv); (xii) Debt assumed in connection with a Business Acquisition that is permitted under Section 10.2.12; provided that (x) such Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the aggregate principal amount of Debt permitted by this clause (xii) shall not exceed $100,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 10.2.5; (xiii) reimbursement obligations incurred in the Ordinary Course of Business in respect of trade letters of credit issued to support the purchase of Inventory in transit to a property owned or leased by an Obligor; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and provided further that such letters of credit shall be payable only against sight drafts (and not time drafts); (xiv) reimbursement obligations in respect of the standby letters of credit listed on Schedule 10.2.3(xiv) hereto; (xv) Debt in Refinancing Conditions is met with respect of the China Facility incurred by Ryerson China Limited and its subsidiaries; (xvi) guarantees by Parent, the U.S. Borrower and U.S. Guarantors of Debt in respect of the China Facility; and (xvii) Debt in respect of Permitted Receivables Transactionsthereto. None of the provisions of this Section 10.2.3 that authorize any Borrower to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Borrower.

Appears in 1 contract

Sources: Post Petition Loan and Security Agreement (Enpro Industries, Inc)

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt Debt, except: (i) the Obligations (other than any China Facility incurred as a tranche hereunder)Obligations; (ii) the Senior NotesIndenture Debt; (iii) accounts payable by such Borrower or any of its Subsidiaries to trade creditors and current operating expenses (other than for Money Borrowed) that are not aged more than 90 days from billing date or more than 60 days from the due date, in each case incurred in the Ordinary Course of Business and paid within such time period, unless the same are being Properly Contested; (iv) obligations to pay Rentals permitted by SECTION 10.2.14; (v) Permitted Purchase Money Debt; (ivvi) Debt for accrued payroll and related taxes incurred in the Ordinary Course of Business of such Borrower or such Subsidiary, including obligations under Cash Management Agreements, in each case so long as payment thereof is not past due and payable unless, in the case of Taxes, such Taxes are being Properly Contested; (vii) Debt for Money Borrowed by such Borrower (other than the Obligations, Permitted Purchase Money Debt and Subordinated Debt permitted herein), but only to the extent that such Debt is outstanding on the date of this Agreement and is not to be satisfied on or about the Closing Date; (viii) Permitted Contingent Obligations; (vix) Debt permitted by Section 10.2.12; (vi) Debt that is not included in any of the other preceding paragraphs of this Section SECTION 10.2.3 which is not secured by a Lien (unless such Lien is a Permitted Lien) and does not to exceed $200,000,000 at any time outstanding time, in the aggregate, the sum of $250,000 as to all Borrowers and Subsidiary Guarantorsall of their Subsidiaries; (vii) Debt that is not included in any of the other paragraphs of this Section 10.2.3, has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the Maturity Date, has covenants no more restrictive than those contained in this Agreement; (viii) Debt (other than the Debt permitted pursuant to clauses (i) or (ii) above) outstanding on the Closing Date and listed on Schedule 10.2.3(viii) hereto; (ixx) Refinancing Debt so long as each of the Refinancing Condition Conditions is satisfied; (x) Bank Product Debtmet; provided that any Hedging Agreements are permitted under Section 10.2.18;and (xi) Debt secured by Liens permitted by Section 10.2.5(xv); (xii) Debt assumed in connection with a Business Acquisition that is permitted under Section 10.2.12; provided that (x) such Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the aggregate principal amount of Debt permitted by this clause (xii) shall not exceed $100,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 10.2.5; (xiii) reimbursement obligations incurred in the Ordinary Course of Business in respect of trade letters of credit issued to support the purchase of Inventory in transit to a property owned or leased by an Obligor; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and provided further that such letters of credit shall be payable only against sight drafts (and not time drafts); (xiv) reimbursement obligations in respect of the standby letters of credit listed set forth on Schedule 10.2.3(xiv) hereto; (xv) Debt in respect of the China Facility incurred by Ryerson China Limited and its subsidiaries; (xvi) guarantees by Parent, the U.S. Borrower and U.S. Guarantors of Debt in respect of the China Facility; and (xvii) Debt in respect of Permitted Receivables Transactions. None of the provisions of this Section 10.2.3 that authorize any Borrower to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each BorrowerSCHEDULE 10.2.3.

Appears in 1 contract

Sources: Loan and Security Agreement (Proxymed Inc /Ft Lauderdale/)

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt Debt, except: (a) the Obligations; (b) (i) Debt incurred under the Obligations Term Loan Agreement and (other ii) Permitted Refinancing Debt incurred to refinance or replace Debt previously incurred in reliance on this clause (b), in each case, in an aggregate principal amount not to exceed an amount at any one time outstanding equal to the result of (x) the sum of (1) $180,000,000 plus (2) additional amounts so long as at the time of incurrence thereof and immediately after giving pro forma effect thereto and the use of proceeds thereof, the Borrowers would be in compliance with a Senior Secured Leverage Ratio on a pro forma basis of less than any China Facility or equal to 3.00 to 1.00 (and the Borrowers shall, on the date of incurrence of such Debt in reliance on this clause (2), deliver a certificate from a Senior Officer in form and detail reasonably satisfactory to Agent demonstrating compliance with such Senior Secured Leverage Ratio), less (y) the aggregate amount of all payments of the principal of the Debt under the Term Loan Agreement; provided that (A) such Debt incurred as a tranche hereunderin reliance on this clause (b) and the Liens securing such Debt are subject to the Intercreditor Agreement and subordinate to the Agent’s Liens on the ABL Priority Collateral, (B) no Default or Event of Default is then continuing or would result from incurrence thereof and (C) the scheduled maturity date of such Debt is at least 91 days after the Termination Date (Debt incurred in reliance on this clause (b), the “Term Loan Debt”); (c) Debt that constitutes purchase money Debt or under Capital Leases (or other equipment financing arrangements for mobile excavation equipment, automobiles, trucks, rental equipment or other personal Property (excluding Inventory) to be used in the Ordinary Course of Business) not to exceed in the aggregate principal amount at any one time outstanding the greater of (i) $25,000,000 and (ii) the Senior Notes5.0% of Consolidated Net Tangible Assets; (iii) Permitted Purchase Money Debt; (iv) Permitted Contingent Obligations; (vd) Debt permitted by Section 10.2.12; (vi) Debt that is not included in any of the other paragraphs of this Section 10.2.3 not secured by a Lien (unless such Lien is a Permitted Lien) and not to exceed $200,000,000 at any time outstanding as to all Borrowers and Subsidiary Guarantors; (vii) Debt that is not included in any of the other paragraphs of this Section 10.2.3, has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the Maturity Date, has covenants no more restrictive than those contained in this Agreement; (viii) Debt (other than the Debt permitted pursuant to clauses (i) or (ii) above) outstanding existing on the Closing Date and listed not satisfied with the initial Loan proceeds, to the extent set forth on Schedule 10.2.3(viii) hereto10.2.1 hereto and Permitted Refinancing Debt incurred to refinance, replace or extend any such Debt; (ixe) Refinancing Debt so long as each Refinancing Condition is satisfiedwith respect to Bank Products; (x) Bank Product Debt; provided that any Hedging Agreements are permitted under Section 10.2.18; (xif) Debt secured incurred or assumed in connection with Permitted Acquisitions (including a Permitted Acquisition effectuated by Liens permitted by Section 10.2.5(xva Permitted Parent Entity Investment), including Debt consisting of indemnities, obligations in respect of earn outs or other purchase price adjustments or similar obligations in connection therewith, not to exceed (i) $50,000,000 or (ii) an unlimited amount so long as, on the date of creation, incurrence or assumption thereof and after giving pro forma effect thereto, the Borrowers would be in compliance on a pro forma basis with a Consolidated Leverage Ratio of no greater than 3.00 to 1.00 as of such time (and the Borrower Agent shall deliver a certificate of a Senior Officer in form and detail reasonably satisfactory to Agent demonstrating compliance with such Consolidated Leverage Ratio); (xiig) (i) Permitted Contingent Obligations and (ii) Debt assumed arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the Ordinary Course of Business; provided, that such Debt is extinguished within two Business Days of its incurrence; (h) Debt incurred in connection with a Business Acquisition that is the financing of insurance premiums in the Ordinary Course of Business; (i) intercompany Debt among the Obligors and their Restricted Subsidiaries permitted under Section 10.2.1210.2.4; provided provided, that (x) any such Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the aggregate principal amount of Debt permitted owing by this clause (xii) shall not exceed $100,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 10.2.5an Obligor to a non-Obligor must constitute Subordinated Debt; (xiiij) reimbursement obligations Debt incurred by the Obligors in respect of Credit Card Agreements in the Ordinary Course of Business not to exceed in the aggregate principal amount at any one time outstanding $500,000; (k) Debt constituting a guaranty by any Obligor or Restricted Subsidiary of other Debt permitted to be incurred under this Section 10.2.1; (l) Debt and obligations owing under Swap Agreements to the extent permitted under Section 10.2.12; (m) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (m); provided that (i) such Debt is not guaranteed by any Obligor, (ii) the holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason of representations or warranties, agreements of the parties, operation of law, or otherwise, (iii) such Debt is not secured by any assets of any Obligor and (iv) the aggregate amount of Debt incurred under this clause (m) shall not exceed $25,000,000; (n) Debt incurred under this clause (n) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving pro forma effect thereto and the use of the proceeds therefrom, not to exceed $35,000,000 at any time; (o) other unsecured Debt; provided that (i) on the date of incurrence thereof and after giving pro forma effect thereto and the use of proceeds thereof, the Borrowers would be in compliance on a pro forma basis with a Consolidated Leverage Ratio of no greater than 5.00 to 1.00 at such time (and the Borrower Agent shall, on the date of incurrence of such Debt, deliver a certificate of a Senior Officer in form and detail reasonably satisfactory to Agent demonstrating compliance with such Consolidated Leverage Ratio), (ii) no Default or Event of Default shall exist or will result immediately after giving effect to the incurrence of such Debt, (iii) the borrower and the guarantors with respect to such Debt shall only be the Obligors (or if any other Person is a borrower or guarantor in respect of trade such Debt, such other Person shall become a Guarantor hereunder and under the other Loan Documents pursuant to Section 10.1.9), (iv) the maturity of such Debt is not prior to, and such Debt does not require any scheduled amortization or other scheduled prepayments of principal, prior to, the date that is ninety-one (91) days after the Termination Date and (v) the covenants and events of default governing such Debt shall not be, taken as a whole, materially more restrictive to the Obligors than those under this Agreement; (p) unsecured Debt arising from loan programs of the Small Business Administration or other Governmental Authorities where the principal thereof is eligible for forgiveness under the applicable program or legislation; provided that the Obligor or Restricted Subsidiary incurring such Debt meets the requirements and criteria for forgiveness under such program or legislation; and (q) Debt consisting of obligations in respect of letters of credit issued in an aggregate amount not to support exceed $25,000,000 at any one time outstanding solely to the purchase of Inventory in transit to a property owned or leased by an Obligor; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and provided further that extent such letters of credit shall be payable only against sight drafts (and not time drafts); (xiv) reimbursement obligations are issued when no Person is acting in respect the capacity of the standby letters of credit listed on Schedule 10.2.3(xiv) hereto; (xv) Debt in respect of the China Facility incurred by Ryerson China Limited and its subsidiaries; (xvi) guarantees by Parent, the U.S. Borrower and U.S. Guarantors of Debt in respect of the China Facility; and (xvii) Debt in respect of Permitted Receivables Transactions. None of the provisions of Issuing Bank under this Section 10.2.3 that authorize any Borrower to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each BorrowerAgreement.

Appears in 1 contract

Sources: Loan, Security and Guaranty Agreement (Atlas Energy Solutions Inc.)

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt Debt, except: (i) the Obligations (other than any China Facility incurred as a tranche hereunder)Obligations; (ii) Subordinated Debt existing on the Closing Date and consisting of the Convertible Debentures and the Senior Subordinated Notes; (iii) accounts payable by Borrower or any of its Subsidiaries to trade creditors that are not aged more than 30 days from the due date, in each case incurred in the Ordinary Course of Business and paid within such time period, unless the same are being Properly Contested; (iv) obligations to pay Rentals permitted by Section 9.2.14; (v) Permitted Purchase Money Debt; (ivvi) Debt for accrued payroll, Taxes, and other operating expenses (other than for Money Borrowed) incurred in the Ordinary Course of Business of Borrower or such Subsidiary, including cash management obligations, in each case, so long as payment thereof is not past due and payable unless, in the case of Taxes only, such Taxes are being Properly Contested; (vii) Debt for Money Borrowed by Borrower (other than the Obligations), but only to the extent that such Debt is outstanding on the date of this Agreement and is listed on Schedule 9.2.3 hereto and is not to be satisfied on or about the Closing Date from the proceeds of the initial Loans; (viii) Permitted Contingent Obligations; (vix) Debt permitted Extensions of credit in the Ordinary Course of Business arising solely from the payment by Section 10.2.12SunTrust Bank, in its capacity as a Factor, of amounts on the average due date under its Factoring Agreement with Fabrica; (vix) Debt that is not included in any of the other preceding paragraphs of this Section 10.2.3 9.2.3, is not secured by a Lien (unless such Lien is a Permitted Lien) and does not to exceed $200,000,000 at any time outstanding time, in the aggregate, the sum of $2,000,000 as to all Borrowers and Subsidiary Guarantors; (vii) Debt that is not included in any of the other paragraphs of this Section 10.2.3, has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the Maturity Date, has covenants no more restrictive than those contained in this Agreement; (viii) Debt (other than the Debt permitted pursuant to clauses (i) or (ii) above) outstanding on the Closing Date and listed on Schedule 10.2.3(viii) hereto; (ix) Refinancing Debt so long as each Refinancing Condition is satisfied; (x) Bank Product Debt; provided that any Hedging Agreements are permitted under Section 10.2.18; (xi) Debt secured by Liens permitted by Section 10.2.5(xv); (xii) Debt assumed in connection with a Business Acquisition that is permitted under Section 10.2.12; provided that (x) such Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the aggregate principal amount of Debt permitted by this clause (xii) shall not exceed $100,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 10.2.5; (xiii) reimbursement obligations incurred in the Ordinary Course of Business in respect of trade letters of credit issued to support the purchase of Inventory in transit to a property owned or leased by an Obligor; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and provided further that such letters of credit shall be payable only against sight drafts (and not time drafts); (xiv) reimbursement obligations in respect of the standby letters of credit listed on Schedule 10.2.3(xiv) hereto; (xv) Debt in respect of the China Facility incurred by Ryerson China Limited and its subsidiaries; (xvi) guarantees by Parent, the U.S. Borrower and U.S. Guarantors all of Debt in respect of the China Facility; and (xvii) Debt in respect of Permitted Receivables Transactions. None of the provisions of this Section 10.2.3 that authorize any Borrower to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Borrowerits Subsidiaries.

Appears in 1 contract

Sources: Loan and Security Agreement (Dixie Group Inc)

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt Debt, except: (i) the Obligations (other than any China Facility incurred as a tranche hereunder)Obligations; (ii) Subordinated Debt that is subject at all times to subordination pursuant to the Senior Notesprovisions of a Subordination Agreement; (iii) Permitted Purchase Money Fixed Asset Debt; (iv) Debt for Money Borrowed set forth on Schedule 10.2.3; (v) Permitted Contingent Obligations; (vvi) unsecured Debt permitted by Section 10.2.12(including earn-out and non-compete payments) to sellers under Permitted Acquisitions; (vivii) Debt from any Obligor to any other Obligor (other than G▇▇▇▇▇▇ Sealing and G▇▇▇▇▇▇▇) in connection with the ordinary course operation of the Obligors’ cash management system; (viii) Debt from any Excess Collateral Provider to any other Excess Collateral Provider (provided that such Debt is subordinated to the Obligations pursuant to the terms of the Intercompany Subordination Agreement); (ix) Permitted Excess Collateral Provider Loans; (x) Debt under the Convertible Debentures in a maximum principal amount of up to $172,500,000; (xi) unsecured Debt that is not included in any of the other paragraphs of this Section 10.2.3 not secured by a Lien (unless such Lien is a Permitted Lien) and not to exceed $200,000,000 at any time outstanding as to all Borrowers and Subsidiary Guarantors; (vii) Debt that is not included in any of the other preceding paragraphs of this Section 10.2.3, has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the Maturity Date, has covenants no more restrictive than those contained in this Agreement; (viiixii) Debt (other than the Debt permitted pursuant to clauses (i) or (ii) above) outstanding on the Closing Date and listed on Schedule 10.2.3(viii) hereto;owing solely by Foreign Subsidiaries, including, without limitation, Permitted Foreign Subsidiary Investments; and (ixxiii) Refinancing Debt so long as each Refinancing Condition is satisfied; (x) Bank Product Debt; provided that any Hedging Agreements are permitted under Section 10.2.18; (xi) Debt secured by Liens permitted by Section 10.2.5(xv); (xii) Debt assumed in connection with a Business Acquisition that is permitted under Section 10.2.12; provided that (x) such Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the aggregate principal amount of Debt permitted by this clause (xii) shall not exceed $100,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 10.2.5; (xiii) reimbursement obligations incurred in the Ordinary Course of Business in respect of trade letters of credit issued to support the purchase of Inventory in transit to a property owned or leased by an Obligor; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and provided further that such letters of credit shall be payable only against sight drafts (and not time drafts); (xiv) reimbursement obligations in respect of the standby letters of credit listed on Schedule 10.2.3(xiv) hereto; (xv) Debt in Refinancing Conditions is met with respect of the China Facility incurred by Ryerson China Limited and its subsidiaries; (xvi) guarantees by Parent, the U.S. Borrower and U.S. Guarantors of Debt in respect of the China Facility; and (xvii) Debt in respect of Permitted Receivables Transactionsthereto. None of the provisions of this Section 10.2.3 that authorize any Borrower Obligor to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each BorrowerObligor.

Appears in 1 contract

Sources: Loan and Security Agreement (Enpro Industries, Inc)

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt Debt, except: (i) the Obligations (other than any China Facility incurred as a tranche hereunder)Obligations; (ii) Subordinated Debt that is subject at all times to subordination pursuant to the Senior Notesprovisions of a Subordination Agreement; (iii) Permitted Purchase Money Fixed Asset Debt; (iv) Debt for Money Borrowed set forth on Schedule 10.2.3; (v) Permitted Contingent Obligations; (vvi) unsecured Debt permitted by Section 10.2.12(including earn-out and non-compete payments) to sellers under Permitted Acquisitions; (vivii) Debt from any Obligor to any other Obligor (other than ▇▇▇▇▇▇▇ Sealing and ▇▇▇▇▇▇▇▇) in connection with the ordinary course operation of the Obligors’ cash management system; (viii) Debt from any Excess Collateral Provider to any other Excess Collateral Provider (provided that such Debt is subordinated to the Obligations pursuant to the terms of the Intercompany Subordination Agreement); (ix) Permitted Excess Collateral Provider Loans; (x) Debt under the Convertible Debentures in a maximum principal amount of up to $172,500,000; (xi) unsecured Debt that is not included in any of the other paragraphs of this Section 10.2.3 not secured by a Lien (unless such Lien is a Permitted Lien) and not to exceed $200,000,000 at any time outstanding as to all Borrowers and Subsidiary Guarantors; (vii) Debt that is not included in any of the other preceding paragraphs of this Section 10.2.3, has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the Maturity Date, has covenants no more restrictive than those contained in this Agreement; (viiixii) Debt (other than the Debt permitted pursuant to clauses (i) or (ii) above) outstanding on the Closing Date and listed on Schedule 10.2.3(viii) hereto;owing solely by Foreign Subsidiaries, including, without limitation, Permitted Foreign Subsidiary Investments; and (ixxiii) Refinancing Debt so long as each Refinancing Condition is satisfied; (x) Bank Product Debt; provided that any Hedging Agreements are permitted under Section 10.2.18; (xi) Debt secured by Liens permitted by Section 10.2.5(xv); (xii) Debt assumed in connection with a Business Acquisition that is permitted under Section 10.2.12; provided that (x) such Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the aggregate principal amount of Debt permitted by this clause (xii) shall not exceed $100,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 10.2.5; (xiii) reimbursement obligations incurred in the Ordinary Course of Business in respect of trade letters of credit issued to support the purchase of Inventory in transit to a property owned or leased by an Obligor; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and provided further that such letters of credit shall be payable only against sight drafts (and not time drafts); (xiv) reimbursement obligations in respect of the standby letters of credit listed on Schedule 10.2.3(xiv) hereto; (xv) Debt in Refinancing Conditions is met with respect of the China Facility incurred by Ryerson China Limited and its subsidiaries; (xvi) guarantees by Parent, the U.S. Borrower and U.S. Guarantors of Debt in respect of the China Facility; and (xvii) Debt in respect of Permitted Receivables Transactionsthereto. None of the provisions of this Section 10.2.3 that authorize any Borrower Obligor to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each BorrowerObligor.

Appears in 1 contract

Sources: Loan and Security Agreement (Enpro Industries, Inc)

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt Debt, except: (i) the Obligations (other than any China Facility incurred as a tranche hereunder)Obligations; (ii) Subordinated Debt existing on the Senior NotesClosing Date and consisting of the Convertible Debentures; (iii) accounts payable by Borrower or any of its Subsidiaries to trade creditors that are not aged more than 30 days from the due date, in each case incurred in the Ordinary Course of Business and paid within such time period, unless the same are being Properly Contested; (iv) obligations to pay Rentals permitted by SECTION 9.2.14; (v) Permitted Purchase Money Debt; (ivvi) Debt for accrued payroll, Taxes, and other operating expenses (other than for Money Borrowed) incurred in the Ordinary Course of Business of Borrower or such Subsidiary, including cash management obligations, in each case, so long as payment thereof is not past due and payable unless, in the case of Taxes only, such Taxes are being Properly Contested; (vii) Debt for Money Borrowed by Borrower (other than the Obligations), but only to the extent that such Debt is outstanding on the date of this Agreement and is listed on SCHEDULE 9.2.3 hereto and is not to be satisfied on or about the Closing Date from the proceeds of the initial Loans; (viii) Permitted Contingent Obligations; (vix) Debt permitted Extensions of credit in the Ordinary Course of Business arising solely from the payment by Section 10.2.12SunTrust Bank, in its capacity as a Factor, of amounts on the average due date under its Factoring Agreement with Fabrica; (vix) Debt that is not included in any of the other preceding paragraphs of this Section 10.2.3 SECTION 9.2.3, is not secured by a Lien (unless such Lien is a Permitted Lien) and does not to exceed $200,000,000 at any time outstanding time, in the aggregate, the sum of $2,000,000 as to all Borrowers and Subsidiary Guarantors; (vii) Debt that is not included in any of the other paragraphs of this Section 10.2.3, has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the Maturity Date, has covenants no more restrictive than those contained in this Agreement; (viii) Debt (other than the Debt permitted pursuant to clauses (i) or (ii) above) outstanding on the Closing Date and listed on Schedule 10.2.3(viii) hereto; (ix) Refinancing Debt so long as each Refinancing Condition is satisfied; (x) Bank Product Debt; provided that any Hedging Agreements are permitted under Section 10.2.18; (xi) Debt secured by Liens permitted by Section 10.2.5(xv); (xii) Debt assumed in connection with a Business Acquisition that is permitted under Section 10.2.12; provided that (x) such Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the aggregate principal amount of Debt permitted by this clause (xii) shall not exceed $100,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 10.2.5; (xiii) reimbursement obligations incurred in the Ordinary Course of Business in respect of trade letters of credit issued to support the purchase of Inventory in transit to a property owned or leased by an Obligor; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and provided further that such letters of credit shall be payable only against sight drafts (and not time drafts); (xiv) reimbursement obligations in respect of the standby letters of credit listed on Schedule 10.2.3(xiv) hereto; (xv) Debt in respect of the China Facility incurred by Ryerson China Limited and its subsidiaries; (xvi) guarantees by Parent, the U.S. Borrower and U.S. Guarantors all of Debt in respect of the China Facility; and (xvii) Debt in respect of Permitted Receivables Transactions. None of the provisions of this Section 10.2.3 that authorize any Borrower to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Borrower.its Subsidiaries;

Appears in 1 contract

Sources: Loan and Security Agreement (Dixie Group Inc)

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt Debt, except: (ia) the Obligations (other than any China Facility incurred as a tranche hereunder); (ii) the Senior Notes; (iii) Permitted Purchase Money Debt; (iv) Permitted Contingent Obligations; (vb) (i) Debt permitted incurred under the Term Loan Agreement and (ii) Permitted Refinancing Debt incurred to refinance or replace Debt previously incurred in reliance on this clause (b), in each case, in an aggregate principal amount not to exceed an amount at any one time outstanding equal to the result of (x) the sum of (1) $540,000,000 plus (2) additional amounts so long as at the time of incurrence thereof and immediately after giving pro forma effect thereto and the use of proceeds thereof, the Borrowers would be in compliance with a Senior Secured Leverage Ratio on a pro forma basis of less than or equal to 3.00 to 1.00 (and the Borrowers shall, on the date of incurrence of such Debt in reliance on this clause (2), deliver a certificate from a Senior Officer in form and detail reasonably satisfactory to Agent demonstrating compliance with such Senior Secured Leverage Ratio), less (y) the aggregate amount of all payments of the principal of the Debt under the Term Loan Agreement; provided that (A) such Debt incurred in reliance on this clause (b) and the Liens securing such Debt are subject to the Intercreditor Agreement and such Liens are subordinate to the Agent’s Liens on the ABL Priority Collateral, (B) no Default or Event of Default is then continuing or would result from incurrence thereof, (C) the scheduled maturity date of such Debt is at least 91 days after the Termination Date and (D) with respect to any Permitted Refinancing Debt incurred in reliance on this clause (b), such Debt is not guaranteed by Section 10.2.12any Person other than an Obligor (Debt incurred in reliance on this clause (b), the “Term Loan Debt”); 4918-8227-4946 v.17 103 (c) Debt that constitutes purchase money Debt or under Capital Leases (or other equipment financing arrangements for mobile excavation equipment, automobiles, trucks, rental equipment or other personal Property (excluding Inventory) to be used in the Ordinary Course of Business) not to exceed in the aggregate principal amount at any one time outstanding the greater of (i) $25,000,000 and (ii) 5.0% of Consolidated Net Tangible Assets; (vid) Debt that is not included in any of the other paragraphs of this Section 10.2.3 not secured by a Lien (unless such Lien is a Permitted Lien) and not to exceed $200,000,000 at any time outstanding as to all Borrowers and Subsidiary Guarantors; (vii) Debt that is not included in any of the other paragraphs of this Section 10.2.3, has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the Maturity Date, has covenants no more restrictive than those contained in this Agreement; (viii) Debt (other than the Debt permitted pursuant to clauses (i) or (ii) above) outstanding existing on the Closing Date and listed not satisfied with the initial Loan proceeds, to the extent set forth on Schedule 10.2.3(viii) hereto10.2.1 hereto and Permitted Refinancing Debt incurred to refinance, replace or extend any such Debt; (ixe) Refinancing Debt so long as each Refinancing Condition is satisfiedwith respect to Bank Products; (x) Bank Product Debt; provided that any Hedging Agreements are permitted under Section 10.2.18; (xif) Debt secured incurred or assumed in connection with Permitted Acquisitions (including a Permitted Acquisition effectuated by Liens permitted by Section 10.2.5(xva Permitted Parent Entity Investment but excluding the Hercules Seller Note), including Debt consisting of indemnities, obligations in respect of earn outs or other purchase price adjustments or similar obligations in connection therewith, not to exceed (i) $50,000,000 or (ii) an unlimited amount so long as, on the date of creation, incurrence or assumption thereof and after giving pro forma effect thereto, the Borrowers would be in compliance on a pro forma basis with a Consolidated Leverage Ratio of no greater than 3.00 to 1.00 as of such time (and the Borrower Agent shall deliver a certificate of a Senior Officer in form and detail reasonably satisfactory to Agent demonstrating compliance with such Consolidated Leverage Ratio); (xiig) (i) Permitted Contingent Obligations and (ii) Debt assumed arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the Ordinary Course of Business; provided, that such Debt is extinguished within two Business Days of its incurrence; (h) Debt incurred in connection with a Business Acquisition that is the financing of insurance premiums in the Ordinary Course of Business; (i) intercompany Debt among the Obligors and their Restricted Subsidiaries permitted under Section 10.2.1210.2.4; provided provided, that (x) any such Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the aggregate principal amount of Debt permitted owing by this clause (xii) shall not exceed $100,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 10.2.5an Obligor to a non-Obligor must constitute Subordinated Debt; (xiiij) reimbursement obligations Debt incurred by the Obligors in respect of Credit Card Agreements in the Ordinary Course of Business not to exceed in the aggregate principal amount at any one time outstanding $500,000; (k) Debt constituting a guaranty by any Obligor or Restricted Subsidiary of other Debt permitted to be incurred under this Section 10.2.1; (l) Debt and obligations owing under Swap Agreements to the extent permitted under Section 10.2.12; (m) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (m); provided that (i) such Debt is not guaranteed by any Obligor, (ii) the holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason of 4918-8227-4946 v.17 104 representations or warranties, agreements of the parties, operation of law, or otherwise, (iii) such Debt is not secured by any assets of any Obligor and (iv) the aggregate amount of Debt incurred under this clause (m) shall not exceed $25,000,000; (n) Debt incurred under this clause (n) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving pro forma effect thereto and the use of the proceeds therefrom, not to exceed $35,000,000 at any time; (o) other unsecured Debt; provided that (i) on the date of incurrence thereof and after giving pro forma effect thereto and the use of proceeds thereof, the Borrowers would be in compliance on a pro forma basis with a Consolidated Leverage Ratio of no greater than 5.00 to 1.00 at such time (and the Borrower Agent shall, on the date of incurrence of such Debt, deliver a certificate of a Senior Officer in form and detail reasonably satisfactory to Agent demonstrating compliance with such Consolidated Leverage Ratio), (ii) no Default or Event of Default shall exist or will result immediately after giving effect to the incurrence of such Debt, (iii) the borrower and the guarantors with respect to such Debt shall only be the Obligors (or if any other Person is a borrower or guarantor in respect of trade such Debt, such other Person shall become a Guarantor hereunder and under the other Loan Documents pursuant to Section 10.1.9), (iv) the maturity of such Debt is not prior to, and such Debt does not require any scheduled amortization or other scheduled prepayments of principal, prior to, the date that is ninety-one (91) days after the Termination Date and (v) the covenants and events of default governing such Debt shall not be, taken as a whole, materially more restrictive to the Obligors than those under this Agreement; (p) unsecured Debt arising from loan programs of the Small Business Administration or other Governmental Authorities where the principal thereof is eligible for forgiveness under the applicable program or legislation; provided that the Obligor or Restricted Subsidiary incurring such Debt meets the requirements and criteria for forgiveness under such program or legislation; (q) Debt consisting of obligations in respect of letters of credit issued in an aggregate amount not to support exceed $25,000,000 at any one time outstanding solely to the purchase of Inventory in transit to a property owned or leased by an Obligor; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and provided further that extent such letters of credit shall be payable only against sight drafts (and not time drafts); (xiv) reimbursement obligations are issued when no Person is acting in respect the capacity of the standby letters of credit listed on Schedule 10.2.3(xiv) hereto; (xv) Debt in respect of the China Facility incurred by Ryerson China Limited and its subsidiaries; (xvi) guarantees by Parent, the U.S. Borrower and U.S. Guarantors of Debt in respect of the China FacilityIssuing Bank under this Agreement; and (xviir) Debt outstanding under the Hercules Seller Note in respect an aggregate principal amount not to exceed, at any one time outstanding, the sum of Permitted Receivables Transactions. None (i) $125,000,000, plus (ii) the aggregate amount of paid in kind interest added to the principal amount of the provisions Hercules Seller Note in accordance with the terms thereof, plus (iii) the amount of this Section 10.2.3 any purchase price adjustment that authorize any Borrower to incur any Debt shall be deemed to override, modify or waive any results in an increase in the principal balance of the provisions Hercules Seller Note in accordance with the terms of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Borrowerthe Hercules Acquisition Agreement.

Appears in 1 contract

Sources: Loan, Security and Guaranty Agreement (Atlas Energy Solutions Inc.)