Certain Payments of Indebtedness Clause Samples

Certain Payments of Indebtedness. (a) Make any payment in violation of any of the subordination provisions of any Subordinated Indebtedness or any payment of regularly scheduled interest or principal on any Subordinated Indebtedness at any time after the occurrence and during the continuation of an Event of Default under Section 9(a); or (b) make any payment or prepayment (including payments as a result of acceleration thereof) on any Subordinated Indebtedness or redeem or otherwise acquire, purchase or defease any Subordinated Indebtedness, except that (i) any Group Member may make any such payment in connection with any refinancing of any Subordinated Indebtedness permitted pursuant to the terms hereof; (ii) any Group Member may make payments in respect of any Subordinated Indebtedness so long as (x) no Default or Event of Default then exists or would result therefrom and (y) either (1) as of the date of such payment, the Consolidated First Lien Net Leverage Ratio (determined on a pro forma basis, after giving effect to the prepayment of such Indebtedness and any Indebtedness incurred in connection with such prepayment) is less than or equal to 4.00 to 1.00 or (2) the aggregate amount of payments made pursuant to this clause (ii)(y)(2) does not exceed $15,000,000; (iii) any Group Member may prepay any Subordinated Indebtedness out of the Net Proceeds of the substantially concurrent sale or issuance (other than to any Group Member) of Capital Stock (other than any Disqualified Stock) of Parent, solely to the extent such Net Proceeds (x) have been contributed by Parent in cash as common equity to New Holdings and (y) have not been (1) included in the calculation of the Available Amount and applied to make an Investment pursuant to subsection 8.7(r) or (2) applied for Restricted Payments under subsection 8.8(c) or 8.8(h) or applied for Investments under subsection 8.7(t), (iv) New Holdings and its Restricted Subsidiaries may convert or exchange all or any portion of any Subordinated Indebtedness to Capital Stock (other than Disqualified Stock) of Parent and (v) New Holdings and its Restricted Subsidiaries may repay, prepay or redeem Subordinated Indebtedness in an aggregate amount not to exceed the Available Amount at such time, so long as at the time of, and immediately after giving effect to such payment, no Default or Event of Default shall have occurred and be continuing and Consolidated Total Net Leverage Ratio shall not exceed 4.25 to 1.00 on a pro forma basis.

Certain Payments of Indebtedness. Neither Holdings nor the Parent Borrower will, nor will they permit any Subsidiary to, pay or make, directly or indirectly, any voluntary payment or other voluntary distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Long-Term Indebtedness that is also Material Indebtedness, or any voluntary payment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any such Indebtedness, except: (a) refinancings of any such Long-Term Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01; (b) payments upon conversion of any such Indebtedness into common stock of Holdings made solely in common stock of Holdings, together with cash payments in lieu of issuance of fractional shares and payments of accrued but unpaid interest, in each case in connection with such conversion; (c) other payments of or in respect of any such Indebtedness made solely with (or with the proceeds of a substantially concurrent issuance and sale of) Equity Interests (other than Disqualified Equity Interests) in Holdings; and (d) other payments of any such Indebtedness at any time, so long as such payments could be made in reliance on Section 6.07(f) at such time if such payment constituted a Restricted Payment.

Certain Payments of Indebtedness. The Company will not, and will not permit any Subsidiary to, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Prepetition Indebtedness or Indebtedness that is subordinated in right of payment to the Obligations (collectively, the “Restricted Indebtedness”) other than (i) as permitted by the Orders, (ii) as permitted by any Approved Bankruptcy Court Order and consistent with the Approved Budget (subject to permitted variances), (iii) ABL Facility Refinancing, (iv) Superpriority Term Loan Facility Refinancing or (v) as permitted by any other order of the Bankruptcy Court in amounts satisfactory the Required Lenders; provided that, in the case of clauses (i) and (ii), in amounts not in excess of the amounts set forth for such payments in the Approved Budget (subject to permitted variances).

Certain Payments of Indebtedness. Prior to the Investment Grade -------------------------------- Date, no Restricted Person will make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of Indebtedness of the Restricted Persons in an aggregate amount not in excess of the aggregate principal amount as of the Restatement Effective Date of the Senior Notes; (iii) payment with proceeds of the sale of any of the LECs of Indebtedness of GCNA and/or its Subsidiaries in an aggregate principal amount not in excess of $900,000,000; Credit Agreement ---------------- (iv) the prepayment of any other Indebtedness of any Restricted Person, provided that prior to giving effect to such prepayment the Senior -------- Secured Leverage Ratio is less than 2.00; (v) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness, other than payments in respect of subordinated Indebtedness prohibited by the subordination provisions thereof; (vi) refinancings of Indebtedness to the extent permitted by Section 6.01; and (vii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Certain Payments of Indebtedness. The Company will not, and will not permit any Subsidiary to, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Junior Debt and in each case any Permitted Refinancing Indebtedness in respect thereof (collectively, the “Restricted Indebtedness”) except for (a) payments, prepayments, repurchases or redemptions, or other optional or voluntary defeasements, with the proceeds of any Permitted Refinancing Indebtedness in respect of such Restricted Indebtedness that is permitted by Section 6.18; (b) payments, prepayments, repurchases or redemptions, or other optional or voluntary defeasements with prepayment amounts declined by Term Lenders pursuant to Section 2.6.11; (c) [reserved]; and (d) repayments of intercompany Indebtedness (i) owing to the Company or another Loan Party, (ii) owing to an External Subsidiary from another External Subsidiary and (iii) owing to an External Subsidiary from a Loan Party in connection with bona fide cash management activities consistent with past practice.

Certain Payments of Indebtedness. NoSECTION 6.

Certain Payments of Indebtedness. The Company will not, and will not permit any of its Subsidiaries to, make or agree to pay or make, directly or indirectly, any voluntary or optional redemption of or voluntary or optional payment or other voluntary or optional distribution (whether in cash, securities or other property) of or in respect of principal of or interest on, any Indebtedness, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (a) payment of Indebtedness created under the Loan Documents; (b) refinancings of Indebtedness to the extent permitted by Section 6.01; (c) payments of intercompany Indebtedness (other than any cash payments in respect of Indebtedness owing by the Company or any Subsidiary to YRC Assurances Co. Ltd.; provided that book entries may be made, on terms reasonably satisfactory to the Administrative Agent, to reflect payment of such intercompany Indebtedness concurrently with, and solely to the extent required by, the winding up, liquidation or dissolution process contemplated by Section 5.13) to the extent that such intercompany Indebtedness is expressly permitted to remain outstanding pursuant to the terms of this Agreement; (d) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness; provided that any repayments of any amount in respect of the 2010 Maturing Notes may only be made with Permitted 2010 Maturing Notes Repayment Sources; and (e) repayments of Indebtedness of the Company and its Subsidiaries under industrial revenue bonds existing as of the Amendment No. 2

Certain Payments of Indebtedness. Section 6.07(b) of the Credit Agreement is hereby amended by (i) replacing the word "or" on the fourth line thereof following the expression "Intercompany Note" with a comma, (ii) adding, following the expression "Qualifying Holdings Debt" on the fifth line thereof, the expression "or any Qualifying Borrower Indebtedness" and (iii) inserting, on the third line of clause (i) thereof following the expression "Specified Indebtedness", the expression "other than Qualifying Borrower Indebtedness".

Certain Payments of Indebtedness. 1998 ARTICLE VIII