Permitted Project Debt means (a) all Indebtedness incurred, or permitted to be incurred, by any Restricted Operating Company Subsidiary or any other Restricted Subsidiary (but, in the case of a Restricted Subsidiary that is not (x) a Restricted Operating Company Subsidiary or (y) the general partner of a Restricted Operating Company Subsidiary that was created for the purpose of being such Restricted Operating Company Subsidiary’s general partner, the recourse of such Indebtedness against assets of such Restricted Subsidiary shall be limited solely to any pledge by such Restricted Subsidiary of (i) Capital Stock (including tax equity interests) in a Restricted Operating Company Subsidiary (or other Restricted Subsidiary that is a direct or indirect parent company or the general partner of such Restricted Operating Company Subsidiary), and any proceeds thereof, or (ii) intercompany debt) pursuant to the Project Financing Documents, (b) the incurrence by a Restricted Operating Company Subsidiary, or other Restricted Subsidiary with a direct or indirect interest in any Restricted Operating Company Subsidiaries or any Restricted Operating Company Subsidiaries or Restricted Holding Company Subsidiaries (or other Restricted Subsidiary that is a direct or indirect parent company or the general partner of such Restricted Operating Company) thereof of Indebtedness or preferred stock to finance a dividend, distribution, return of capital or loan to, or Investment in, a Borrower or any Restricted Subsidiary; provided that such amounts are not used (at the time of the incurrence of such Indebtedness, the making of such dividend, distribution, return of capital, loan or Investment, or at any other time) to make Restricted Payments or an extension of credit (in the form of Permitted Subordinated Indebtedness or otherwise) to the Sponsor or a Pledgor, and (c) Permitted Refinancings of Permitted Project Debt set forth in clauses (a) and (b) of this definition.
Permitted Project Debt means Indebtedness of a Project Subsidiary incurred to finance the acquisition of property relating to and the construction, start up and operation of an ethanol plant owned by such Project Subsidiary; provided, that (a) such Indebtedness is not Guaranteed by Holdings, the Borrower or any other Subsidiary; (b) such Indebtedness is not secured by a Lien on any assets of Holdings, the Borrower or any other Subsidiary; (c) both immediately prior and after giving effect to any incurrence of such Indebtedness, (1) no Default shall exist or result therefrom and (2) Holdings and its Subsidiaries will be in Pro Forma Compliance with the covenant set forth in Section 6.10; and (d) all incurrences of Permitted Project Debt, in the aggregate, may fund the construction, start up or operation of no more than two ethanol plants.
Permitted Project Debt means (a) the Existing Project Debt and (b) Debt incurred after the Closing Date by any member of a Project Group for the purpose of financing a Project (including any costs, expenses and working capital related to such Project), which meets the following conditions: (i) the rights and recourse of the Person or Persons to whom such Debt is owed (the “non-recourse creditors”) are limited, in connection with such Debt, to the assets of the relevant Project, Equity Interests held by any Person in, and any asset of, any Person in the applicable Project Group (including Equity Interests held by any Loan Party in a Project Subsidiary), (ii) the Liens, if any, granted to the non-recourse creditors or for their benefit, in order to secure such Debt do not charge any asset or right of the BVI Borrower or its Subsidiaries other than the assets and rights described in the preceding clause (i), (iii) neither the BVI Borrower nor any of its Subsidiaries (other than any Project Subsidiary) has Guaranteed or otherwise agreed to become liable to pay, provide credit enhancement in the form of any performance guarantee, indemnity obligation, keep well agreements, equity commitment letters or similar arrangements in respect of such Debt, (iv) the acceleration or demand for payment prior to scheduled maturity of such Debt after a default does not constitute an event of default under any Debt of the BVI Borrower and its Subsidiaries, except for such Debt and any other Permitted Project Debt, (v) the BVI Borrower will use commercially reasonable efforts to ensure that such Debt shall not contain any change of control or similar provision that would create an impediment to the enforcement of the rights of the Secured Parties hereunder or under any other Loan Document, including with respect to a sale of the indirect Equity Interests held by any Loan Party in a Project Subsidiary, provided, however, that this clause (b)(v) will not apply to Debt incurred or assumed in connection with Project Salt that would otherwise be permitted under this definition of “Permitted Project Debt”, and (vi) the Project Subsidiary that is an obligor under such Debt shall use commercially reasonable efforts to negotiate the ability to pay dividends and similar distributions to the Loan Group under the definitive documentation for such Debt.
Examples of Permitted Project Debt in a sentence
If any Unsecured Subsidiary incurs Unsecured Subsidiaries’ Permitted Project Debt, the Borrower may request that such Unsecured Subsidiary be designated an Unrestricted Subsidiary such that the representations, covenants, Events of Default and other relevant provisions of this Agreement shall not apply in respect of such Unrestricted Subsidiary, and the Lenders agree to act reasonably in considering any such request.
No Credit Party shall permit any of its Restricted Operating Company Subsidiaries to have any Subsidiaries other than non-operating Subsidiaries established primarily for the purpose of establishing or otherwise facilitating the structuring of Permitted Project Debt.
No Credit Party shall permit any of its Restricted Operating Company Subsidiaries to have any Subsidiaries other than (i) non-operating Subsidiaries established primarily for the purpose of establishing or otherwise facilitating the structuring of Permitted Project Debt.
Each Project Subsidiary shall (i) own, at all times, no material asset other than assets related to a Project, (ii) owe, at all times, no Debt for borrowed money other than Permitted Project Debt.
More Definitions of Permitted Project Debt
Permitted Project Debt means any Indebtedness (which is not exchangeable into Common Stock or involve in any manner the issuance of any security convertible into or exchangeable or exercisable for Common Stock) of one or more Unrestricted Subsidiaries (including at all times Seneca and the Seneca Project Entity) issued or incurred with one or more commercial banks or other financial institutions to finance or facilitate the purchase, acquisition, engineering, procurement, construction, commissioning, operation, expansion and improvement and related capital expenditures and working capital funding of one or more Projects that are in Permitted Businesses and that is secured by, or subject to a lease of, in whole or in part, the assets or property owned or used by one or more Unrestricted Subsidiaries owning, leasing or operating such Project or Projects.
Permitted Project Debt means (a) all Indebtedness incurred, or permitted to be incurred, by any Restricted Operating Company Subsidiary or any other Restricted Subsidiary or any Borrower (but, in the case of a Borrower (except as otherwise permitted by Section 6.1(e)) or a Restricted Subsidiary that is not (x) a Restricted Operating Company Subsidiary or (y) the general partner of a Restricted Operating Company Subsidiary that was created for the purpose of being such Restricted Operating Company Subsidiary’s general partner, the recourse of such Indebtedness against assets of such Borrower or such Restricted Subsidiary shall be limited solely to any pledge by such Borrower or such Restricted Subsidiary of (i) Capital Stock (including tax equity interests) in a Restricted Operating Company Subsidiary (or other Restricted Subsidiary that is (A) solely in the case of such pledging Restricted Subsidiary, a direct or indirect parent company of the applicable Restricted Operating Subsidiary or (B) in the case of such Borrower or such pledging Restricted Subsidiary, the general partner of such Restricted Operating Company Subsidiary) or Permitted Minority Investment Company (or the general partner of such Permitted Minority Investment Company), and any proceeds thereof, or (ii) intercompany debt) pursuant to a Project Financing Document, (b) the incurrence or issuance, as applicable, by any Restricted Subsidiary or Restricted Subsidiaries of Indebtedness or Disqualified Stock (which may include the incurrence by the Borrower of such Indebtedness, so long as the recourse of such Indebtedness against assets of the Borrower is limited to a pledge of Capital Stock (including tax equity interests) or intercompany debt, in each case with respect to the applicable Restricted Subsidiaries or Permitted Minority Investment Companies) to finance a dividend, distribution, return of capital or loan to, Investment in or acquisition or ownership of, a Borrower or any Restricted Subsidiary (or Person that upon completion of an acquisition (including by division), will become a Restricted Subsidiary); provided that such amounts are not used (at the time of the establishment of such Indebtedness, the making of such dividend, distribution, return of capital, loan, Investment or Acquisition) to make Restricted Payments or an extension of credit (in the form of Permitted Subordinated Indebtedness or otherwise) to the
Permitted Project Debt means Indebtedness of any Unrestricted Subsidiary (including, for the avoidance of doubt, any Secured Joint Venture) or any Minority Ownership Entity, in either case, owing to one or more commercial banks or other financial institutions used to finance or facilitate the purchase, acquisition, engineering, procurement, construction, commissioning, operation, expansion or improvement and, in each case, related capital expenditures and working capital funding of one or more projects and that is secured by, in whole or in part, the assets or Property owned or used by such Unrestricted Subsidiary or Minority Ownership Entity (including Subsidiaries thereof) owning, leasing or operating such projects and/or the Equity Interests in such Unrestricted Subsidiary or Minority Ownership Entity but which, except for guarantees made by the Loan Parties pursuant to Section 8.05(o), is otherwise non-recourse to the Loan Parties; and, in each case, any refinancings, replacements, renewals or extensions thereof.
Permitted Project Debt means Indebtedness (including, without limitation, or duplication, the Guarantee of any such Indebtedness by Obligor) incurred in connection with the construction of Deepwater Pathfinder, Deepwater Frontier and Drillship III by the respective joint venture or Subsidiary owning such vessel not to exceed $375,000,000 in the aggregate and all extensions, renewals and replacements of any such Indebtedness by the primary obligor thereof that do not increase the outstanding principal amount thereof. "Prior Indebtedness" means the Funded Debt of Obligor on the date of the R&B Falcon Credit Agreement, excluding the Indebtedness created under this Agreement and the Indebtedness evidenced by the Bonds. "R&B Falcon Credit Agreement" shall mean the Credit Agreement, dated as of April 24, 1998, by and among Obligor, the lenders party thereto and The Chase Manhattan Bank, as Administrative Agent. "R&BFD" shall mean R&B Falcon Drilling (International & Deepwater) Inc. (f/k/a Reading & Xxxxx Corporation), a Delaware Corporation. "Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of capital stock of Obligor or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of capital stock of Obligor or any option, warrant or other right to acquire any such shares of capital stock of Obligor. "S&P" means Standard & Poor's. "Synthetic Lease Obligations" of any Person means the aggregate obligations of such Person under each lease or a guaranty of such lease which requires such Person to make payments of rent or other amounts over the term of such lease, including payments at termination, which are more than seventy percent (70%) but less than ninety percent (90%) of the purchase price of the Property subject to such lease but excluding interest at an imputed rate of interest. "Tangible Net Worth" means without duplication in accordance with GAAP the sum of (i) the total amount of capital stock of Obligor, (ii) preferred stock, (iii) paid-in capital, and (iv) retained earnings minus the sum of (i) patents, patent applications, trademarks, service marks, copyrights, and trade names and (ii) goodwill and all other intangibles. 5. The L/C Agreement is hereby further amended by (i) deleting Annex IV thereto in...
Permitted Project Debt means Indebtedness (including, without limitation, or duplication, the Guarantee of any such Indebtedness by the Obligor and, in the case of clause (ii) below, the issuance by the Obligor or any of its Subsidiaries of a surety bond in support of any such Indebtedness) incurred in connection with (i) the construction of Deepwater Pathfinder, Deepwater Frontier and Drillship III (including, without limitation, the Loans) by the respective joint venture or Subsidiary owning such vessel not to exceed $375,000,000 in the aggregate, (ii) the construction of the rig RBS8M (formerly RBS6) in an aggregate principal amount not to exceed $250,000,000 and (iii) all extensions, renewals and replacements of any such Indebtedness described in clauses (i) and (ii) above by the primary obligor thereof that do not increase the outstanding principal amount thereof. 8. Notwithstanding anything to the contrary contained in the L/C Agreement (including, without limitation, Section 7.08), the indenture governing the Obligor's $400,000,000 notes offering closing on or about December 22, 1998 shall be permitted to contain such negative covenants with respect to Liens and Restricted Payments as the Obligor deems appropriate to effectuate such notes offering.
Permitted Project Debt is hereby amended to read in its entirety as follows:
Permitted Project Debt means Indebtedness (including, without limitation or duplication, the Guarantee of any such Indebtedness by the Borrower) incurred in connection with the construction of Deepwater Pathfinder, Deepwater Frontier, Drillship III and the semi-submersible rig RBS8M (formerly known as the RBS6), by the respective joint venture or Subsidiary owning such vessel, and all extensions, renewals and replacements of any such Indebtedness by the primary obligor thereof that do not increase the outstanding principal amount thereof; provided, however, that such Indebtedness shall not exceed $625,000,000 in the aggregate; and provided further, however, that all such Indebtedness relating to the rig RBS8M shall be nonrecourse upon the acceptance and delivery of such rig.