Optional Payments and Modifications of Certain Debt Instruments. (a) 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 any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”) other than: (i) refinancings of Junior Indebtedness with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2; (ii) payments of or in respect of Junior Indebtedness made solely with Qualified Capital Stock or the conversion of any Junior Indebtedness into Qualified Capital Stock; (iii) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Parent Borrower or any Restricted Subsidiary to the Parent Borrower or any Restricted Subsidiary; provided that no prepayment of any Junior Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be permitted so long as a Default or Event of Default shall have occurred and be continuing or would result therefrom; (iv) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed from and after the Closing Date the greater of (i) $35,000,000 and (ii) 21% of Consolidated EBITDA for the Applicable Reference Period; provided that amounts available for Restricted Debt Payments under this Section 7.8(a)(iv) may be reallocated, without duplication, to make Investments pursuant to Section 7.7(u); (v) Restricted Debt Payments in an amount equal to the Available Amount on such date; provided that, with respect to any such Restricted Debt Payment made under the Available Amount Grower Prong, (i) no Event of Default under clauses (a) or (f) of Section 8 shall have occurred and be continuing or would result therefrom and (ii) at the time of the making of any such Restricted Debt Payments and immediately after giving effect to such Restricted Debt Payments, the Cash Interest Coverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, shall not be less than 2.00 to 1.00; and (vi) in addition to the other Restricted Debt Payments permitted by this Section 7.8 and so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at the time of making such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Total Net Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 2.50 to 1.00. Notwithstanding anything to the contrary contained in this Section 7.8(a), in no event shall any payment in respect of Subordinated Indebtedness be permitted if such payment is in violation of the subordination provisions of such Subordinated Indebtedness. For purposes of determining compliance with this Section 7.8(a), (X) in the event that a Restricted Debt Payment meets the criteria of more than one of the categories of Restricted Debt Payments described in clauses (i) through (vii) above, the Parent Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Restricted Debt Payment in a manner that complies with this Section 7.8(a) and will only be required to include the amount and type of such Restricted Debt Payment in one or more of the above clauses and (Y) if such exceptions and baskets includes a combination of Fixed Amounts (including any related builder or grower component) and Incurrence-Based Amounts permitted in concurrent transactions, a single transaction or a series of related transactions, the determination of utilization of such amounts shall be made in accordance with Section 1.2(f). (b) Amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Indebtedness (other than any such amendment, modification, waiver or other change that would not materially and adversely affect the interests of the Lenders.
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease defease, or segregate funds otherwise satisfy prior to the scheduled maturity thereof in any manner, any Junior Indebtedness, except (i) any Permitted Refinancing (or, with respect to any Junior Indebtedness (Permitted Convertible Debt, any of the foregoingPermitted Convertible Refinancing Debt) in respect thereof, a “Restricted Debt Payment”) other than:
(i) refinancings of Junior Indebtedness all required payments in accordance with the proceeds terms thereof and payment of Permitted Refinancing Indebtedness permitted fees and expenses in respect thereof under Section 7.2;
connection therewith, (ii) payments of or in respect of Subordinated Indebtedness, to the extent such payments are permitted to be made to, and retained by, the applicable subordinated creditor under the terms of the subordination agreement relating thereto, (iii) the Company or any Subsidiary may convert any Junior Indebtedness made solely with to Qualified Capital Stock or of the conversion of any Junior Indebtedness into Qualified Capital Stock;
(iii) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Parent Borrower or any Restricted Subsidiary to the Parent Borrower or any Restricted Subsidiary; provided that no prepayment of any Junior Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be permitted so long as a Default or Event of Default shall have occurred and be continuing or would result therefrom;
Company, (iv) payments with respect to the 2027 Convertible Notes, including any repurchase of the 2027 Convertible Notes in accordance with their terms or in any manner not prohibited by the terms of the 2027 Convertible Notes and in open market transactions or in privately negotiated transactions with individual holders of the 2027 Convertible Notes, so long as as, after giving effect to such payment, on a pro forma basis, no Event of Default under Section 9.1(a), Section 9.1(c) (with respect to Section 8.1), or Section 9.1(f) has occurred and is continuing or would result therefromfrom the making of such payment, Restricted or (v) with respect to any other Permitted Convertible Debt, (A) regularly scheduled payments of interest as set forth in the applicable Convertible Note Documents; (B) required repurchases of such Permitted Convertible Debt Payments at the option of the holders thereof upon the occurrence of a “fundamental change” or other similar provision customarily included in convertible debt; (C) payment of reasonable and customary fees and expenses incurred in connection with any Permitted Convertible Debt; (D) payments of the initial purchase price or premium for each Hedge Agreement and Permitted Bond Hedge Transaction; provided that such purchase price or premium less the proceeds received by the Company from the sale of any related Permitted Warrant Transaction, does not exceed the Net Cash Proceeds received by the Company from the issuance of the Permitted Convertible Debt issued in connection with such Permitted Bond Hedge Transaction; (E) the payment of cash or the issuance of shares of common stock (plus, if applicable, cash for accrued but unpaid interest and in lieu of fractional shares in connection with such issuance) of the Company in connection with any conversion, exercise, repurchase, exchange, redemption, settlement or early termination or cancellation of any Permitted Convertible Debt or in connection with any Permitted Warrant Transaction; (F) the issuance of Permitted Convertible Debt and Permitted Convertible Refinancing Debt permitted pursuant to this Agreement (and not for the avoidance of doubt any payment of cash or Cash Equivalents) in exchange for any Permitted Convertible Debt; or (G) the redemption, repurchase, exchange or other retirement for cash of the Permitted Convertible Debt in an aggregate amount not to exceed the Net Cash Proceeds received by the Company from and after the Closing Date the greater issuance of (i) $35,000,000 and (ii) 21% of Consolidated EBITDA for the Applicable Reference Periodadditional Permitted Convertible Debt in connection with such Permitted Convertible Debt being redeemed, repurchased or retired; provided that amounts available for Restricted Debt Payments under this Section 7.8(a)(iv) may be reallocated, without duplication, to make Investments pursuant to Section 7.7(u);
(v) Restricted Debt Payments in an amount equal to such redemption occurs substantially contemporaneously with the Available Amount on such date; provided that, with respect to any such Restricted Debt Payment made under the Available Amount Grower Prong, (i) no Event of Default under clauses (a) or (f) of Section 8 shall have occurred and be continuing or would result therefrom and (ii) at the time Company’s receipt of the making of any such Restricted Debt Payments and immediately after giving effect to such Restricted Debt Payments, the applicable Net Cash Interest Coverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, shall not be less than 2.00 to 1.00; and
(vi) in addition to the other Restricted Debt Payments permitted by this Section 7.8 and so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at the time of making such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Total Net Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 2.50 to 1.00. Notwithstanding anything to the contrary contained in this Section 7.8(a), in no event shall any payment in respect of Subordinated Indebtedness be permitted if such payment is in violation of the subordination provisions Proceeds of such Subordinated Indebtedness. For purposes of determining compliance with this Section 7.8(a), (X) in the event that a Restricted Debt Payment meets the criteria of more than one of the categories of Restricted Debt Payments described in clauses (i) through (vii) above, the Parent Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Restricted Debt Payment in a manner that complies with this Section 7.8(a) and will only be required to include the amount and type of such Restricted Debt Payment in one or more of the above clauses and (Y) if such exceptions and baskets includes a combination of Fixed Amounts (including any related builder or grower component) and Incurrence-Based Amounts permitted in concurrent transactions, a single transaction or a series of related transactions, the determination of utilization of such amounts shall be made in accordance with Section 1.2(f).Permitted Convertible Debt; or
(b) Amendamend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Indebtedness or the documentation governing the foregoing (other than (A) any amendment that is not materially adverse to the Lenders, (B) as may be permitted pursuant to the applicable subordination agreement, and (C) any such amendment, modification, waiver or other change that in the case of any such Indebtedness, would not materially and adversely affect extend the interests maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon or otherwise make the terms thereof more favorable to the Lenders).
Appears in 1 contract
Sources: Credit Agreement (Veradigm Inc.)
Optional Payments and Modifications of Certain Debt Instruments. (a) 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 any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”) other than:
(i) refinancings of Junior Indebtedness with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2;
(ii) payments of or in respect of Junior Indebtedness made solely with Qualified Capital Stock Senior Subordinated Notes or the conversion of any Junior Indebtedness into Qualified Capital Stock;
Senior Subordinated Loans (iii) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Parent Borrower or any Restricted Subsidiary to the Parent Borrower or any Restricted Subsidiary; provided that no prepayment of any Junior Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall the Senior Subordinated Loans may be permitted so long as a Default or Event of Default shall have occurred and be continuing or would result therefrom;
(iv) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed from and after the Closing Date the greater repaid with proceeds of (i) $35,000,000 the Senior Subordinated Notes and (ii) 21% of Consolidated EBITDA for if the Applicable Reference Period; provided that amounts available for Restricted Debt Payments Senior Subordinated Notes are not issued, any Indebtedness permitted under this Section 7.8(a)(iv7.2(g) may be reallocated, without duplication, to make Investments pursuant to Section 7.7(u);
(v) Restricted Debt Payments in an amount equal to and the Available Amount on such date; provided that, with respect to any such Restricted Debt Payment made under the Available Amount Grower Prong, (i) no Event of Default under clauses (a) or (f) of Section 8 shall have occurred and be continuing or would result therefrom and (ii) at the time of the making proceeds of any such Restricted Debt Payments and immediately after giving effect to such Restricted Debt Payments, the Cash Interest Coverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, shall not be less than 2.00 to 1.00Qualified Capital Stock); and
(vi) in addition to the other Restricted Debt Payments permitted by this Section 7.8 and so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at the time of making such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Total Net Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 2.50 to 1.00. Notwithstanding anything to the contrary contained in this Section 7.8(a), in no event shall any payment in respect of Subordinated Indebtedness be permitted if such payment is in violation of the subordination provisions of such Subordinated Indebtedness. For purposes of determining compliance with this Section 7.8(a), (X) in the event that a Restricted Debt Payment meets the criteria of more than one of the categories of Restricted Debt Payments described in clauses (i) through (vii) above, the Parent Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Restricted Debt Payment in a manner that complies with this Section 7.8(a) and will only be required to include the amount and type of such Restricted Debt Payment in one or more of the above clauses and (Y) if such exceptions and baskets includes a combination of Fixed Amounts (including any related builder or grower component) and Incurrence-Based Amounts permitted in concurrent transactions, a single transaction or a series of related transactions, the determination of utilization of such amounts shall be made in accordance with Section 1.2(f).
(b) Amendamend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Loans if the effect thereof could reasonably be expected to be adverse or disadvantageous to the Lenders in any material respect; (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Disqualified Capital Stock or Permitted Investor Preferred Stock if the effect thereof could reasonably be expected to be adverse or disadvantageous to the Lenders in any material respect; or (d) designate any Indebtedness (other than any such amendment, modification, waiver or other change that would not materially and adversely affect the interests obligations of the LendersLoan Parties pursuant to the Loan Documents) as "Designated Senior Indebtedness" (or any other defined term having a similar purpose) for the purposes of the Senior Subordinated Note Indenture.
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease the principal of or otherwise optionally interest on, or voluntarily defease or segregate funds with any other amount owing in respect to any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”) other than:
(i) refinancings of Junior any Indebtedness with under the proceeds of Senior Subordinated Notes or any Permitted Amendment or Refinancing Indebtedness thereof (except as permitted in respect thereof under Section 7.2;
7.6(c)) or (ii) payments of or in respect of Junior Indebtedness made solely with Qualified Capital Stock or the conversion of any Junior Indebtedness into Qualified Capital Stock;
Indebtedness, except (iiiin the case of clause (i) prepayments or (ii)): (u) regularly scheduled interest (whether or not such interest can be paid-in-kind at the option of intercompany Junior Indebtedness permitted hereunder owed by the Parent Borrower issuer) or any Restricted Subsidiary AHYDO “catch-up” payments; (v) in an amount not to exceed the Parent Borrower or any Restricted Subsidiarysum of the Available Excess Amount plus $10,000,000; provided that (A) no prepayment of any Junior Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be permitted so long as a Default or Event of Default shall have occurred and be continuing or would result therefrom;
(iv) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments (B) the Parent is in an aggregate amount not to exceed from compliance with Section 7.1 before and after the Closing Date the greater of (i) $35,000,000 and (ii) 21% of Consolidated EBITDA for the Applicable Reference Period; provided that amounts available for Restricted Debt Payments under this Section 7.8(a)(iv) may be reallocated, without duplication, to make Investments pursuant to Section 7.7(u);
(v) Restricted Debt Payments in an amount equal to the Available Amount on such date; provided that, with respect to any such Restricted Debt Payment made under the Available Amount Grower Prong, (i) no Event of Default under clauses (a) or (f) of Section 8 shall have occurred and be continuing or would result therefrom and (ii) at the time of the making of any such Restricted Debt Payments and immediately after giving effect to such Restricted Debt Paymentspayment, prepayment, repurchase, redemption or defeasance and (C) the Cash Consolidated Net Interest Coverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, shall Most Recently Ended period of four consecutive fiscal quarters of the Parent is not be less than 2.00 the Applicable Consolidated Net Interest Coverage Ratio for such period before and after giving effect to 1.00such payment, prepayment, repurchase, redemption or defeasance; and
(viw) in addition the Borrower may prepay, redeem, repurchase or defease the Senior Subordinated Notes or any Junior Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness, (x) any such Indebtedness may be converted to, or exchanged for, Capital Stock (other Restricted Debt Payments permitted than Disqualified Capital Stock) of Holdings or any Parent Company, and (y) prepayments from the proceeds of Capital Stock (other than Disqualified Capital Stock) issued by this Section 7.8 and Holdings or any Parent Company, so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at such prepayment occurs reasonably contemporaneously with the time of making such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Total Net Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 2.50 to 1.00. Notwithstanding anything to the contrary contained in this Section 7.8(a), in no event shall any payment in respect of Subordinated Indebtedness be permitted if such payment is in violation of the subordination provisions issuance of such Subordinated Indebtedness. For purposes of determining compliance with this Section 7.8(a), (X) in the event that a Restricted Debt Payment meets the criteria of more than one of the categories of Restricted Debt Payments described in clauses (i) through (vii) above, the Parent Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Restricted Debt Payment in a manner that complies with this Section 7.8(a) and will only be required to include the amount and type of such Restricted Debt Payment in one or more of the above clauses and (Y) if such exceptions and baskets includes a combination of Fixed Amounts (including any related builder or grower component) and Incurrence-Based Amounts permitted in concurrent transactions, a single transaction or a series of related transactions, the determination of utilization of such amounts shall be made in accordance with Section 1.2(f).Capital Stock;
(b) Amend, modify, waive modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change toto (i) any agreement or instrument governing or evidencing Junior Indebtedness in any manner that is materially adverse to the Lenders without the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) any of the terms of the Senior Notes, the Senior Note Indenture, the Senior Subordinated Notes, the Senior Subordinated Note Indenture, any agreement relating to any Junior Indebtedness or any agreement related to a Permitted Amendment or Refinancing of any of the foregoing (other than (w) any such amendment, modification, waiver or other change pursuant to a Permitted Refinancing of such Indebtedness or (x) that would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and does not materially and adversely affect involve the interests payment of a consent fee (other than the payment of any consent fees to the extent permitted by clause (x) of Section 7.8(a)); or
(c) Designate any Indebtedness (other than (i) obligations of the LendersLoan Parties pursuant to the Loan Documents or any refinancing thereof permitted under the Senior Subordinated Note Indenture or any Permitted Amendment or Refinancing thereof , (ii) ABL Indebtedness or (iii) the Senior Notes or any Permitted Amendment or Refinancing thereof) as “Designated Senior Indebtedness” for the purposes of the Senior Subordinated Note Indenture (or any Permitted Amendment or Refinancing thereof).
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. (a) 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 any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”) other than:
(i) (i) refinancings of Junior Indebtedness with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2;
(ii) payments of or or(ii) Restricted Debt Payments in respect of Junior Indebtedness made solely with Qualified Capital Stock or the conversion of any Junior Indebtedness into Qualified Capital Stock;
(iii) prepayments prepayments(iii) Restricted Debt Payments in respect of intercompany Junior Indebtedness permitted hereunder owed by the Parent Borrower or any Restricted Subsidiary to the Parent Borrower or any Restricted Subsidiary; provided that no prepayment of any Junior Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be permitted so long as a Default or Event of Default shall have occurred and be continuing or would result therefrom;
(iv) (iv) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed from and after the Closing Date the greater of (i) $35,000,000 and (ii) 21% of Consolidated EBITDA for the Applicable Reference Period20,000,000; provided that amounts available for Restricted Debt Payments under this Section 7.8(a)(iv) may be reallocated, without duplication, to make Investments pursuant to Section 7.7(u);
(v) (v) Restricted Debt Payments in an amount equal to the Available Amount on such datedate so long as no Event of Default shall have occurred and be continuing or would result therefrom (other than in the case of any such Restricted Debt Payment made under the Available Amount Grower Prong); provided that, with respect to any such Restricted Debt Payment made under the Available Amount Grower Prong, (i) no Event of Default under clauses (a) or (f) of Section 8 shall have occurred and be continuing or would result therefrom and (ii) at the time of the making of any such Restricted Debt Payments and immediately after giving effect to such Restricted Debt Payments, the Cash Interest Coverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, shall not be less than 2.00 to 1.00; and
(vi) (vi) in addition to the other Restricted Debt Payments permitted by this Section 7.8 and so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at the time of making such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Total Net Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 2.50 1.25 to 1.00. Notwithstanding anything to the contrary contained in this Section 7.8(a), in no event shall any payment in respect of Subordinated Indebtedness be permitted if such payment is in violation of the subordination provisions of such Subordinated Indebtedness. For purposes of determining compliance with this Section 7.8(a), (X) in the event that a Restricted Debt Payment meets the criteria of more than one of the categories of Restricted Debt Payments described in clauses (i) through (vii(viivi) above, the Parent Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Restricted Debt Payment in a manner that complies with this Section 7.8(a) and will only be required to include the amount and type of such Restricted Debt Payment in one or more of the above clauses and (Y) if such exceptions and baskets includes a combination of Fixed Amounts (including any related builder or grower component) and Incurrence-Based Amounts permitted in concurrent transactions, a single transaction or a series of related transactions, the determination of utilization of such amounts shall be made in accordance with Section 1.2(f).
(b) (b) Amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Indebtedness (other than any such amendment, modification, waiver or other change that would not materially and adversely affect the interests of the Lenders).
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. (a) 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, or make any payment in violation of any subordination terms applicable to any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”), any Indebtedness that is subordinated in right of payment to the Loans (other than Indebtedness among any of the Borrower and its Restricted Subsidiaries) (each of the foregoing, “Restricted Indebtedness”) (in each case, other than:
than (iw) refinancings a Permitted Refinancing thereof, (x) an exchange of Junior Capital Stock of Parent or Holdings to the holders of any Restricted Indebtedness for the cancellation of all or any portion of any such Restricted Indebtedness, (y) with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2;
Available Amount and (iiz) payments of or in respect of Junior Indebtedness made solely with Qualified Capital Stock or Net Cash Proceeds; provided that, if the conversion Available Amount is utilized to make any Restricted Debt Payment, except in the case of any Junior Indebtedness into Qualified Capital Stock;
such Restricted Debt Payment made in reliance solely on clause (iiic) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Parent Borrower or any Restricted Subsidiary to the Parent Borrower or any Restricted Subsidiary; provided that definition of “Available Amount”, (1) no prepayment of any Junior Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be permitted so long as a Default or Specified Event of Default shall have occurred and be continuing or would result therefrom;
(iv) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed from and after the Closing Date the greater of (i) $35,000,000 and (ii) 21% of Consolidated EBITDA for the Applicable Reference Period; provided that amounts available for Restricted Debt Payments under this Section 7.8(a)(iv) may be reallocated, without duplication, to make Investments pursuant to Section 7.7(u);
(v) Restricted Debt Payments in an amount equal to the Available Amount on such date; provided that, with respect to any such Restricted Debt Payment made under the Available Amount Grower Prong, (i) no Event of Default under clauses (a) or (f) of Section 8 shall have occurred and be continuing or would result therefrom and (ii2) at the time Consolidated Senior Secured Leverage Ratio of the making Borrower for the period of any such Restricted Debt Payments four consecutive fiscal quarters ending on the last day of the fiscal quarter for which financial statements and immediately after certificates required by Section 7.01(a) or (b) and Section 7.02(b) have been delivered or are available (and calculated giving pro forma effect to such Restricted Debt Payments, the Cash Interest Coverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, Payment and to any other event occurring after such period as to which pro forma recalculation is appropriate) shall not be less than 2.00 exceed 3.75 to 1.00; and
(vi) , or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of any change in addition to the other Restricted Debt Payments permitted by this Section 7.8 and so long as no Event market value of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at the time of making any such Restricted Debt Payment and immediately after giving effect theretoIndebtedness, the Consolidated Total Net Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 2.50 to 1.00. Notwithstanding anything to the contrary contained in this Section 7.8(a), in no event shall any payment in respect of Subordinated Indebtedness be permitted if such payment is in violation of the subordination provisions of such Subordinated Indebtedness. For purposes of determining compliance with this Section 7.8(a), (X) in the event that a Restricted Debt Payment meets the criteria of more than one of the categories of Restricted Debt Payments described in clauses (i) through (vii) above, the Parent Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Restricted Debt Payment in a manner that complies with this Section 7.8(a) and will only be required to include the amount and type of such Restricted Debt Payment in one or more of the above clauses and (Y) if such exceptions and baskets includes a combination of Fixed Amounts (including any related builder or grower component) and Incurrence-Based Amounts permitted in concurrent transactions, a single transaction or a series of related transactions, the determination of utilization of such amounts shall be made in accordance with Section 1.2(f).
(b) Amendamend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Second Lien Notes, Ratio Debt, Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt or any Indebtedness incurred pursuant to Section 8.02(p) (in each case, (I) other than pursuant to any Permitted Refinancing thereof, (II) other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon or (ii) would not reasonably be expected to materially and adversely affect increase the obligations of the obligor or confer additional material rights on the holders of such Indebtedness in a manner reasonably expected to be materially adverse to the interests of the LendersLenders or (III) other than such amendments, modifications, waivers, consents or other changes to any of the terms of any such Indebtedness that could otherwise be made in accordance with the terms of the definition of Permitted Refinancing as if a refinancing of such Indebtedness was then to occur even though no such refinancing of such Indebtedness occurs), (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Revolving Credit Facility Agreement if such amendment, modification, waiver or other change is not permitted under the First Lien Intercreditor Agreement or (d) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the terms of any preferred equity in a manner that would (i) set the scheduled redemption date prior to the date that is six months after the then Latest Maturity Date or (ii) allow the holders of such preferred equity to redeem, at their option, prior to the date that is six months after the then Latest Maturity Date.
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. (a) 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 Indebtedness under any Junior Indebtedness (Indenture or enter into any of derivative or other transaction with any Derivatives Counterparty obligating the foregoingCompany, a “Restricted Debt Payment”) other than:
(i) refinancings of Junior Indebtedness with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2;
(ii) payments of or in respect of Junior Indebtedness made solely with Qualified Capital Stock or the conversion of any Junior Indebtedness into Qualified Capital Stock;
(iii) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Parent Co-Borrower or any Restricted Subsidiary Guarantor to the Parent Borrower or any Restricted Subsidiary; provided that no prepayment make payments to such Derivatives Counterparty as a result of any Junior Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be permitted so long as a Default or Event of Default shall have occurred and be continuing or would result therefrom;
(iv) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments change in an aggregate amount not to exceed from and after the Closing Date the greater of (i) $35,000,000 and (ii) 21% of Consolidated EBITDA for the Applicable Reference Period; provided that amounts available for Restricted Debt Payments under this Section 7.8(a)(iv) may be reallocated, without duplication, to make Investments pursuant to Section 7.7(u);
(v) Restricted Debt Payments in an amount equal to the Available Amount on such date; provided that, with respect to any such Restricted Debt Payment made under the Available Amount Grower Prong, (i) no Event of Default under clauses (a) or (f) of Section 8 shall have occurred and be continuing or would result therefrom and (ii) at the time of the making market value of any such Restricted Debt Payments and immediately after giving effect to such Restricted Debt Payments, the Cash Interest Coverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, shall not be less than 2.00 to 1.00Indebtedness; and
(vi) in addition to the other Restricted Debt Payments permitted by this Section 7.8 and so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at the time of making such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Total Net Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 2.50 to 1.00. Notwithstanding anything to the contrary contained in this Section 7.8(a), in no event shall any payment in respect of Subordinated Indebtedness be permitted if such payment is in violation of the subordination provisions of such Subordinated Indebtedness. For purposes of determining compliance with this Section 7.8(a), (X) in the event that a Restricted Debt Payment meets the criteria of more than one of the categories of Restricted Debt Payments described in clauses (i) through (vii) above, the Parent Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Restricted Debt Payment in a manner that complies with this Section 7.8(a) and will only be required to include the amount and type of such Restricted Debt Payment in one or more of the above clauses and (Y) if such exceptions and baskets includes a combination of Fixed Amounts (including any related builder or grower component) and Incurrence-Based Amounts permitted in concurrent transactions, a single transaction or a series of related transactions, the determination of utilization of such amounts shall be made in accordance with Section 1.2(f).
(b) Amendamend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Indebtedness under the Indentures (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not materially involve the payment of a consent fee); or (c) enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness the making or offering to make of any optional or voluntary payment or prepayment thereon, or any repurchase or redemption thereof, or the optional or voluntary defeasance or segregation of funds with respect thereto, the Company and adversely affect the interests its Subsidiaries are otherwise prohibited from doing under this Section 7.8; except optional or voluntary payments, prepayments, exchanges, redemptions, or repurchases in market transactions of the LendersIndebtedness under any Indenture if before and, on a proforma basis after giving effect to such purchase, no Default or Event of Default shall exist.
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Optional Payments and Modifications of Certain Debt Instruments. (a) 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 any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”) other than:
: (i) refinancings of Junior Indebtedness with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2;
; (ii) payments of or in respect of Junior Indebtedness made solely with Qualified Capital Stock or the conversion of any Junior Indebtedness into Qualified Capital Stock;
; (iii) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Parent Borrower or any Restricted Subsidiary to the Parent Borrower or any Restricted Subsidiary; provided that no prepayment of any Junior Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be permitted so long as a Default or an Event of Default shall have occurred and be continuing or would result therefrom;
; (iv) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments in an aggregate amount amount, together with Restricted Payments made under Section 7.6(h)), not to exceed from and after the Closing Date the greater of (i) $35,000,000 and (ii) 21% of Consolidated EBITDA for the Applicable Reference Period50,000,000 in any fiscal year; provided that amounts available for Restricted Debt Payments under this Section 7.8(a)(iv) may be reallocated, without duplication, to make Investments pursuant to Section 7.7(u);
(v) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments in an amount equal to the Available Amount on such date; provided that, with respect to any such Restricted Debt Payment made under the Available Amount Grower Prong, (i) no Event of Default under clauses (a) or (f) of Section 8 shall have occurred and be continuing or would result therefrom and (ii) that at the time of the making of any such Restricted Debt Payments Payment and immediately after giving effect to such Restricted Debt Paymentsthereto, the Cash Interest Coverage Consolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, shall is not be less than 2.00 in excess of 3.75 to 1.00; and
and (vi) in addition to the other Restricted Debt Payments permitted by this Section 7.8 and so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at the time of making such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Total Net Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 2.50 3.00 to 1.00. For purposes of determining compliance with this Section 7.8(a), in the event that a Restricted Debt Payment meets the criteria of more than one of the categories of Restricted Debt Payments described in clauses (i) through (vi) above, the Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Restricted Debt Payment in a manner that complies with this Section 7.7(a) and will only be required to include the amount and type of such Restricted Debt Payment in one or more of the above clauses. Notwithstanding anything to the contrary contained in this Section 7.8(a), in no event shall any payment in respect of Subordinated Indebtedness be permitted if such payment is in violation of the subordination provisions of such Subordinated Indebtedness. For purposes of determining compliance with this Section 7.8(a), (X) in the event that a Restricted Debt Payment meets the criteria of more than one of the categories of Restricted Debt Payments described in clauses (i) through (vii) above, the Parent Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Restricted Debt Payment in a manner that complies with this Section 7.8(a) and will only be required to include the amount and type of such Restricted Debt Payment in one or more of the above clauses and (Y) if such exceptions and baskets includes a combination of Fixed Amounts (including any related builder or grower component) and Incurrence-Based Amounts permitted in concurrent transactions, a single transaction or a series of related transactions, the determination of utilization of such amounts shall be made in accordance with Section 1.2(f).
(b) Amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Indebtedness (other than any such amendment, modification, waiver or other change that would not materially and adversely affect the interests of the Lenders).
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Optional Payments and Modifications of Certain Debt Instruments. (a) 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 Indebtedness under any Junior Indebtedness (Indenture or enter into any of derivative or other transaction with any Derivatives Counterparty obligating the foregoingCompany, a “Restricted Debt Payment”) other than:
(i) refinancings of Junior Indebtedness with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2;
(ii) payments of or in respect of Junior Indebtedness made solely with Qualified Capital Stock or the conversion of any Junior Indebtedness into Qualified Capital Stock;
(iii) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Parent Borrower or any Restricted Subsidiary Guarantor to the Parent Borrower or any Restricted Subsidiary; provided that no prepayment make payments to such Derivatives Counterparty as a result of any Junior Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be permitted so long as a Default or Event of Default shall have occurred and be continuing or would result therefrom;
(iv) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments change in an aggregate amount not to exceed from and after the Closing Date the greater of (i) $35,000,000 and (ii) 21% of Consolidated EBITDA for the Applicable Reference Period; provided that amounts available for Restricted Debt Payments under this Section 7.8(a)(iv) may be reallocated, without duplication, to make Investments pursuant to Section 7.7(u);
(v) Restricted Debt Payments in an amount equal to the Available Amount on such date; provided that, with respect to any such Restricted Debt Payment made under the Available Amount Grower Prong, (i) no Event of Default under clauses (a) or (f) of Section 8 shall have occurred and be continuing or would result therefrom and (ii) at the time of the making market value of any such Restricted Debt Payments and immediately after giving effect to such Restricted Debt Payments, the Cash Interest Coverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, shall not be less than 2.00 to 1.00Indebtedness; and
(vi) in addition to the other Restricted Debt Payments permitted by this Section 7.8 and so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at the time of making such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Total Net Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 2.50 to 1.00. Notwithstanding anything to the contrary contained in this Section 7.8(a), in no event shall any payment in respect of Subordinated Indebtedness be permitted if such payment is in violation of the subordination provisions of such Subordinated Indebtedness. For purposes of determining compliance with this Section 7.8(a), (X) in the event that a Restricted Debt Payment meets the criteria of more than one of the categories of Restricted Debt Payments described in clauses (i) through (vii) above, the Parent Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Restricted Debt Payment in a manner that complies with this Section 7.8(a) and will only be required to include the amount and type of such Restricted Debt Payment in one or more of the above clauses and (Y) if such exceptions and baskets includes a combination of Fixed Amounts (including any related builder or grower component) and Incurrence-Based Amounts permitted in concurrent transactions, a single transaction or a series of related transactions, the determination of utilization of such amounts shall be made in accordance with Section 1.2(f).
(b) Amendamend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Indebtedness under the Indentures (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not materially involve the payment of a consent fee); or (c) enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness the making or offering to make of any optional or voluntary payment or prepayment thereon, or any repurchase or redemption thereof, or the optional or voluntary defeasance or segregation of funds with respect thereto, the Company and adversely affect the interests its Subsidiaries are otherwise prohibited from doing under this Section 7.8; except optional or voluntary payments, prepayments, exchanges, redemptions, or repurchases in market transactions of the Lenders.Indebtedness under any Indenture if before and, on a proforma basis after giving effect to such purchase, no Default or Event of Default shall exist. 084421 000400 DALLAS 2675603.7 [Eighth Amended and Restated Credit Agreement]
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