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This excerpt taken from the CRS 8-K filed Nov 25, 2009. Restriction
on Liens. Carpenter will not, and will not cause or permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any Person, including any Subsidiary of Carpenter) now owned or hereafter acquired by it or on any income or rights in respect thereof, except Liens described in any of the following clauses (collectively, the “Permitted
Liens”):
(a) Liens existing on the Closing Date and
listed on Schedule 7.02 hereto, provided that such Liens shall secure only those obligations which they secure on the date hereof (and permitted extensions, renewals and refinancings of such obligations) and shall not subsequently apply to any other property or assets of Carpenter and its
Subsidiaries (other than accessions to and the proceeds of the property or assets subject to such Liens to the extent provided by the terms thereof on the date hereof);
(b) existing and future Liens (other than
any Liens imposed by ERISA or pursuant to any Environmental Law) for taxes, assessments or governmental charges or levies not yet due or being contested in good faith and by appropriate proceedings diligently pursued for which adequate reserves (in the good faith judgment of the management of Carpenter) have been established in accordance with GAAP (and as to which the property or assets subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof);
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(c) existing and future Liens imposed by Law securing
the charges, claims, demands or levies of landlords, carriers, warehousemen, mechanics, carriers and other like persons which were incurred in the ordinary course of business and which (i) do not, individually or in the aggregate, materially detract from the value of the property or assets which are material to the business of Carpenter or any of its Subsidiaries and which are the subject of such Lien or materially impair the use thereof in the operation of the business of Carpenter or any of its Subsidiaries
or (ii) which are being contested in good faith by appropriate proceedings diligently pursued, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to such Lien;
(d) Liens arising from judgments, decrees
or attachments (or securing of appeal bonds with respect thereto) in circumstances not constituting an Event of Default under Section 8.01;
(e) existing and future Liens (other than
any Liens imposed by ERISA or pursuant to any Environmental Law) incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety bonds (other than appeal bonds), bids, leases, government contracts, performance and return–of–money bonds and other similar obligations incurred in the ordinary course of business;
(f) existing and future zoning restrictions,
easements, rights of way, licenses, reservations, covenants, conditions, waivers, restrictions on the use of property or other minor encumbrances or irregularities of title not securing Indebtedness which do not, individually or in the aggregate, materially impair the use of any property in the operation or business of Carpenter or any of its Subsidiaries or the value of such property for the purpose of such business;
(g) Liens securing (i) the secured Indebtedness
permitted to be incurred under Section 7.01(c)(i) and (ii) Purchase Money Indebtedness permitted to be incurred under Section 7.01(d); provided that, with respect to clause (ii),
such Lien does not at any time encumber any property other than the property financed by such Indebtedness.
(h) any Lien existing on any asset of any
Person at the time such Person becomes a Subsidiary of Carpenter; provided that (i) such Liens were not created in contemplation of such event and (ii) such Liens do not extend to any assets other than those affected thereby prior to such event;
(i) any Lien on any asset of any Person
existing at the time such Person is merged or consolidated with or into Carpenter or a Subsidiary of Carpenter; provided that (i) such Liens were not created in contemplation of such event and (ii) such Liens do not extend to any assets other than those affected thereby prior to such event;
(j) any Lien existing on any asset prior
to the acquisition thereof by Carpenter or a Subsidiary of Carpenter; provided that (i) such Liens were not created in contemplation of such event and (ii) such Liens do not extend to any assets other than those affected thereby prior to such event;
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(k) existing and future Liens arising solely by virtue
of any statutory or common law provision relating to banker’s liens, rights of set–off or similar rights, in each case incurred in the ordinary course of business; and
(l) Liens other than those permitted by clause (a) through clause (k) of this Section
7.02 on property or assets of Carpenter and its Subsidiaries now owned or hereafter acquired by it, or on any income or rights in respect thereof, not in excess of 15% of Consolidated Tangible Net Worth.
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