Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1, (i) optionally prepay (whether partially or fully), redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances; (ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom; (iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or (iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness; (ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.
Appears in 2 contracts
Sources: Credit and Security Agreement (COUPONS.com Inc), Credit and Security Agreement (COUPONS.com Inc)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
The Parent will not, and will not permit any of its Subsidiaries to (i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, repurchase or otherwise acquire all or for value any part of any Indebtedness of any Loan Party or any of its SubsidiariesIndebtedness, other than (A) the Obligations in accordance with the terms of this Agreement or a Bank Product Agreement, and (B) any Indebtedness owing by any Subsidiary to a Loan Party, (C) with the proceeds of any Indebtedness which constitutes Permitted Intercompany Advances;
Refinancing Indebtedness, or (D) prepayments, redemptions, repurchases, or other acquisitions for value of Indebtedness (other than Subordinated Debt) so long as (1) if the aggregate amounts paid therefor during any Fiscal Year exceeds $10,000,000, no Default or Event of Default shall have occurred and be continuing at the time such Investment is made and immediately after giving effect to such Investment, either (aa) Availability is greater than or equal to $12,500,000 or (bb) Availability is greater than or equal to $10,000,000 and Parent and its Subsidiaries’ Fixed Charge Coverage Ratio, on a Pro Forma Basis, is at least 1.20 to 1.00 and (2) in all other cases, no Default or Event of Default exists before or immediately after giving effect thereto or (ii) make any payment principal, interest or other payments on or in respect of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness Subordinated Debt that has been contractually subordinated in right of payment to the Obligations if such payment is not expressly permitted at such time under by the subordination terms and conditions; or
(iv) make any payment with respect provisions applicable to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orSubordinated Debt.
(b) Directly or indirectlyThe Parent will not, amend, modify, or change and will not permit any of the terms its Subsidiaries to, agree to or provisions of:
(i) permit any agreementamendment, instrumentmodification or waiver of any provision of any documents, documentinstruments, indentureagreements, or other writing writings evidencing or concerning Permitted executed and delivered in connection with any Indebtedness or any Subordinated Debt other than (Ai) the Obligations in accordance with the terms of this Agreement Agreement, (ii) Indebtedness among Loan Parties, (iii) Indebtedness described in Section 7.1(c) or Section 7.1(h), and (iv) Indebtedness constituting a Bank Product AgreementObligations; provided, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that no such amendment, modification, or change could notwaiver shall be permitted if such Indebtedness, individually after giving effect to such amendment, modification, or in the aggregatewaiver, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderdoes not constitute Indebtedness permitted under Section 7.1.
Appears in 2 contracts
Sources: Credit Agreement (Tessco Technologies Inc), Credit Agreement (Tessco Technologies Inc)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,6.1 or a conversion to or exchange for Qualified Equity Interests:
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or its Subsidiaries, except that a Loan Party or such Subsidiary may optionally prepay, redeem, defease, purchase, or otherwise acquire any of its Subsidiaries, other than Indebtedness consisting of (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Obligations under any Hedge Agreement, (C) Indebtedness arising from Permitted Intercompany Advances;, or (D) Obligations (as defined in the ABL Credit Agreement) but without any permanent reduction of the commitments thereunder, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Subordinated Indebtedness or any other Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Obligations under any Hedge Agreement, (C) Permitted Intercompany Advances, (D) the ABL Credit Agreement (x) to the extent not prohibited under the Intercreditor Agreement and (Cy) so long as any such amendment does not make such agreement materially more restrictive on the Loan Parties, unless such additional restrictions are added to this Agreement and (E) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;, or
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Organization Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Cross Country Healthcare Inc), Term Loan Credit Agreement (Cross Country Healthcare Inc)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1 or with Qualified Equity Interests,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Hedge Obligations, (C) Permitted Intercompany Advances;, (D) the 2023 Senior Notes or the 2026 Senior Notes, so long as (1) such payment is made solely with Pass-Through Proceeds or Excluded Equity Proceeds, (2) at the time such payment on the 2023 Senior Notes or the 2026 Senior Notes, as applicable, is made and immediately after giving effect thereto, no Event of Default exists, (3) the Administrative Borrower shall have given Agent prior written notice of such payment, and (4) on the date on which such payment is made, the Administrative Borrower shall have provided Agent with a certificate of a Responsible Officer regarding such payment in which such Responsible Officer (aa) certifies that the conditions precedent to such payment set forth in the foregoing clauses (1) through (3) have been satisfied; (bb) demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted either (x) Pass-Through Proceeds (including by demonstrating that such proceeds satisfy the conditions set forth in the definition of “Pass-Through Proceeds”) or (y) demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted Excluded Equity Proceeds (including by demonstrating that such proceeds satisfy the conditions set forth in the definition of “Excluded Equity Proceeds”); and (cc) attaches thereto a Pass-Through Proceeds Accounting or Excluded Equity Accounting, as applicable (all of which shall be prepared as of the date on which such payment is to be made and after giving effect thereto), with respect to all proceeds used to make such payment, or (E) any Indebtedness so long as the Payment Conditions are satisfied, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (CD) Indebtedness permitted under clauses (c), (e) h), and (fk) of the definition of “Permitted Indebtedness;
(ii) any Material Contract except to ” if the extent that such amendmenteffect thereof, modification, or change could not, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender; the Lenders, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Oil States International, Inc), Credit Agreement (Oil States International, Inc)
Prepayments and Amendments. Except solely in connection with the refinancing of the 1.875% Notes, the 2.750% Notes or the 3.875% Notes with Indebtedness that constitutes Refinancing Indebtedness or a cashless exchange of the 1.875% Notes, the 2.750% Notes or the 3.875% Notes for Second Lien Indebtedness permitted by clause (i)(x) of the definition of Second Lien Indebtedness, none of Borrower or any Subsidiary of Borrower may:
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iiib) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(bc) Directly directly or indirectly, amend, modify, or change any of the terms or provisions ofof the following:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.01 other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c)except to the extent such amendment, (e) and (f) modification or change could not, individually or in the aggregate, reasonably be expected to be adverse to the interests of the definition of Permitted Indebtedness;Lenders in any material respect, or
(ii) any Material Contract (other than the 1.875% Notes Documents, the 2.750% Notes Documents or the 3.875% Notes Documents in connection with Refinancing Indebtedness thereof that constitutes Permitted Indebtedness under Section 6.01) except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
the Lenders. Subject in each case to the subordination provisions of the 1.875% Notes Indenture, the 2.750% Notes Indenture, the 3.875% Notes Indenture, any Refinancing Indebtedness in respect of the foregoing, and any Additional Unsecured Subordinated Indebtedness and for so long as no Event of Default has occurred and is continuing hereunder, Borrower shall be permitted to make regularly scheduled payments of interest in respect of the 1.875% Notes, the 2.750% Notes, the 3.875% Notes, any Refinancing Indebtedness in respect thereof and any Additional Unsecured Subordinated Indebtedness (but not, for the avoidance of doubt, any (i) cash principal payments on, or redemptions of, any of the foregoing Indebtedness (other than as set forth in clause (a) above in respect of refinancing the 1.875% Notes, the 2.750% Notes or the 3.875% Notes with Refinancing Indebtedness) or (ii) “Additional Interest,” “Special Interest,” “Liquidated Damages” or any like additional interest under the terms of the 1.875% Notes Documents, 2.750% Notes Documents, the 3.875% Notes Documents, any Refinancing Indebtedness in respect thereof or any Additional Unsecured Subordinated Indebtedness). Furthermore, for the avoidance of doubt, Borrower is not permitted to make any principal payments on any Second Lien Indebtedness for so long as any Obligations or any Commitments are outstanding. Notwithstanding any other provision herein to the contrary, in no event shall the Borrower make any principal, interest or other payments on any Pre-Existing Borrower Intercompany Payables, unless each of the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing or would result from any such payment, (ii) both before and immediately after giving effect to any such payment by the Borrower, the Borrower has Liquidity of greater than or equal to $8,000,000 and (iii) material adverse tax consequences to the Governing Documents Borrower would result if the Borrower does not make such payment at or about the time the Borrower makes such payment. For so long as the foregoing conditions have been satisfied, the Borrower may make payments of only those Pre-Existing Borrower Intercompany Payables that constitute the payment of operating expenses of Foreign Subsidiaries in the ordinary course of business consistent with past practice or for the purchase of products or services on terms consistent with a transaction negotiated at arms-length. For so long as the restrictions set forth in the first sentence of this paragraph have been satisfied, if the purpose of any Loan Party or payment on any Pre-Existing Borrower Intercompany Payable is for any other purpose (including in respect of its Subsidiaries mitigating adverse tax consequences) than those set forth in the immediately preceding sentence, the Borrower may make payments of Pre-Existing Borrower Intercompany Payables only if the effect thereoffollowing additional conditions are met: (a) no such payment may be made prior to December 31, either individually or in 2012, (b) no single payment may exceed $2,500,000, (c) prior to making any payment, the aggregate, could reasonably be expected to be materially adverse Borrower must deliver to the interests Agent documentation reasonably satisfactory to the Agent indicating that not less than 90% of Lendersuch payment will be dividended back to the Borrower within five Business Days and (d) no payment may be made unless the condition set forth in clause (c) has been met for the initial payment made pursuant to this sentence and, thereafter, for all other previous payments made pursuant to this sentence.
Appears in 2 contracts
Sources: Credit Agreement (Powerwave Technologies Inc), Credit Agreement (Powerwave Technologies Inc)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 7.16.1,
(ia) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any Restricted Subsidiary of its Subsidiariesa Borrower, other than except (Ai) Purchase Money Indebtedness, (ii) the Obligations in accordance with this Agreement or a Bank Product Agreement, and ; (Biii) Permitted Intercompany Advances;
Borrowers may optionally redeem the Senior Notes to the extent permitted by the Indenture so long as (iix) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or no Event of Default has occurred and is continuing or would result therefromtherefrom and (y) Borrowers’ Excess Availability exceeds $10,000,000 after giving effect to any such payment, and (iv) any other Indebtedness (other than Permitted Subordinated Indebtedness) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) Borrowers’ Excess Availability exceeds $10,000,000 after giving effect to any such payment;
(iiib) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(bc) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Senior Notes or any Permitted Subordinated Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be manner materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect Lender Group other than to consummate a Refinancing Indebtedness in respect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.
Appears in 2 contracts
Sources: Credit Agreement (Altra Industrial Motion, Inc.), Credit Agreement (Boston Gear LLC)
Prepayments and Amendments. The Borrower and each other Loan Party will not, and will not permit any of their Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
Advances and (iiC) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any so long as no Default or Event of Default has shall have occurred and is be continuing or would result therefrom;, Junior Indebtedness in an aggregate amount not to exceed the greater of (x) $13,000,000 and (y) 15% of EBITDA for the Reference Period most recently ended prior to such determination (measured as of such date) in the aggregate during the term of this Agreement, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;
, and (iiD) any Material Contract other Permitted Indebtedness but only so long as, with respect to this clause (D), the amendment, modification or change of such terms or provisions does not involve (1) the payment terms (including any provisions regarding interest rates, principal or interest payment or prepayment amounts, total principal amounts or similar or related terms and provisions) of or subordination provisions respecting any such Permitted Indebtedness or (2) any other provisions of such Permitted Indebtedness except to the extent that (x) no Default or Event of Default exists at the time or results by virtue of any such amendment, modificationmodification or other alteration and (y) such amendment, modification or change other alteration could not, individually or in the aggregate, not reasonably be expected to be materially adverse to the interests of Lender; Agent and Lenders, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Upland Software, Inc.), Credit Agreement (Upland Software, Inc.)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Hedge Obligations, (C) Permitted Intercompany Advances;
Advances to the extent provided in the Intercompany Subordination Agreement, (iiD) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or so long as no Event of Default has occurred and is continuing continuing, other Indebtedness in an aggregate amount not to exceed $500,000 in any one fiscal year or would result therefrom;$2,500,000 in the aggregate during the term of the Agreement, or (E) any Indebtedness so long as the Payment Conditions are satisfied, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) if the Obligations in accordance with this Agreement or a Bank Product Agreementeffect thereof, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender; orthe Lenders,
(ii) the Senior Secured Note Documents to the extent that such amendment, modification or change (A) would make any of the covenants or defaults or events of default set forth in the Senior Secured Note Documents more restrictive as to Parent or any of its Subsidiaries than the covenants and defaults or events of default set forth in the Senior Secured Note Documents, in each case, as in effect on Closing Date, (B) would change to earlier dates any dates upon which payments of principal or interest are due thereon, (C) would change the redemption, mandatory prepayment, or defeasance provisions thereof, (D) would restrict any Loan Party from making payments of the Obligations that would otherwise be permitted under the Senior Secured Note Documents as in effect on the date hereof, or (E) would increase the cash pay portion of any interest rate by more than 3.00 percentage points per annum or add any recurring fees,
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or
(iv) any Material Contract except to the extent that such amendment, modification, or change could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Salem Media Group, Inc. /De/), Credit Agreement (Salem Media Group, Inc. /De/)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially or fully)Prepay, redeem, retire, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or its Subsidiaries owing to any of its Subsidiariesthird Person, other than (A) the Obligations in accordance with this Agreement or Agreement; except: (i) in connection with a Bank Product Agreementrefinancing permitted by clause (j) of the definition of Permitted Indebtedness, (ii) as may be necessary to comply with mandatory provisions of Applicable Gaming Laws (including a Required Regulatory Redemption in accordance with Section 3.8 of the Indenture), (iii) the repurchase of Notes in accordance with Section 7.4(b)(iv)(D), and (Biv) Permitted Intercompany Advances;
(ii) make any payment the repurchase of any Indebtedness (other than the Obligations) ifNotes in an aggregate amount not to exceed $20,000,000, after giving effect to any such payment, any Default or provided that no Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account be the consequence thereof, Borrowers do not use a Borrowing or Advance under this Agreement for the purchase of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such paymentNotes, and (y) unless Borrowers have provided no outstanding Obligations are owed to Lender other than contingent liabilities associated with written notice issued and outstanding Letters of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orCredit; and
(b) Directly Except as may be necessary to comply with mandatory provisions of Applicable Gaming Laws, directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
conditions of (i) any Senior Note Document, provided, however, that additional Notes may be issued pursuant to the terms thereof to the extent the Indebtedness evidenced by such Notes is permitted hereunder, (ii) the Operating Agreements, (iii) the Management Agreement, or (iv) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and clause (f) of the definition of "Permitted Indebtedness;
", or (iiB) Indebtedness refinanced in accordance with clause (j) of the definition of "Permitted Indebtedness" in respect of any Material Contract except to Indebtedness permitted under clause (f) of the extent that definition of "Permitted Indebtedness", if the effect of such amendment, modification, alteration, or change could not, individually would materially increase the obligations of Borrowers or their Subsidiaries or confer additional material rights on the holder of such Indebtedness in the aggregate, reasonably be expected to be materially a manner adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party Borrowers, their Subsidiaries, or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.
Appears in 2 contracts
Sources: Loan and Security Agreement (Majestic Investor Capital Corp), Loan and Security Agreement (Majestic Investor Capital Corp)
Prepayments and Amendments. (a) Except in connection with (x) any Term Loan Refinancing consummated on the Amendment Effective Date, and (y) Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part principal of any the Indebtedness of any Borrowerany Loan Party or any of its Restricted Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Hedge Obligations, (C) Permitted Intercompany Advances;
, and (iiCD) make any payment other Indebtedness of any Borrower or its Restricted Subsidiaries (including Indebtedness in respect of Capital Leases or, Permitted Purchase Money Indebtedness and the Term Loan FacilitiesFacility), so long as, in the case of this clause (other than the ObligationsD), either (1) if, after giving effect to any such payment, any no Default or Event of Default has occurred and is continuing or would result therefrom;, and (2)such prepayment, redemption, defeasance, purchase or other acquisition is made solely with Net IPO Proceeds received by Parent, within the 60 day period immediately preceding the date of such prepayment, redemption, defeasance, purchase or other acquisition, to the extent Not Otherwise Applied, or (2) immediately before and immediately after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, the Excess Availability Threshold willeach of the Payment Conditions shall be satisfied, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to ofto the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly Amend, modify, change or waive, directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Permitted Indebtedness permitted under clauses (cother than the Term Loan Facilities and any Refinancing Indebtedness in respect thereof), (e) and (fD) of the definition of Permitted Indebtedness;Term Loan Facilitiesthe Term Loan Facility (and any Refinancing Indebtedness in respect thereof), if, and to the extent that, such amendment, modification or, change is notor waiver is prohibited by the Intercreditor Agreement,
(ii) prior to consummation of an IPO, any Material Contract except to Management Agreement if the extent that such amendmenteffect thereof, modification, or change could not, either individually or in the aggregate, could reasonably be expected to be materially disadvantageous, in the good faith judgment of the Board of Directors of Borrower, to the Lenders when taken as a whole, as compared to such Management Agreement as in effect on the Closing Date (it being understood that any increase in fees payable under any Management Agreement shall be deemed to be materially adverse to the interests Lenders), andis to increase the annual management fees payable thereunder to an aggregate amount in excess of Lender; or$6,000,000 during any Fiscal Year (exclusive of amounts paid in reimbursement of expenses, indemnities, termination fees and transaction-specific payments and fees), and
(iii) the Governing Documents of any Loan Party or any of its their Restricted Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 2 contracts
Sources: Credit Agreement (AdvancePierre Foods Holdings, Inc.), Credit Agreement (AdvancePierre Foods Holdings, Inc.)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 7.1,
7.1(j) or as provided in subsection (ic) optionally prepay or (whether partially or fully)d) below, prepay, redeem, retire, defease, purchase, or otherwise acquire all or any part of any Indebtedness of owing to any Loan Party or any of its Subsidiariesthird Person, other than (A) the Obligations and Indebtedness owing to any Borrower in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or,
(b) Directly Except as permitted by subsection (c) below, directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses Sections 7.1(b), (c), or (ed),
(c) GCI shall not, and shall not permit any Subsidiary to, amend, supplement, or modify any Senior Note Document or repay the principal of, or make any other payment in relation to, the Senior Notes; provided, so long as no Event of Default has occurred and is continuing or would result therefrom, the foregoing shall not prohibit (fi) the payment of regularly scheduled interest on the definition of Permitted Indebtedness;
Senior Notes, (ii) any Material Contract except to the extent that such amendmentrepayment of the Senior Notes at the stated maturity date of July 1, modification2006, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents repayment of the Senior Notes with the proceeds of any Loan Party refinancing thereof (provided that such refinancing Indebtedness complies with the requirements of Section 7.1(i) and is otherwise on terms substantially similar to the Senior Notes), and (iv) modifications or any of its Subsidiaries amendments to the Senior Notes or the Senior Note Documents if the effect thereof, either individually or in the aggregate, thereof could reasonably not be expected to be materially adverse result in a Material Adverse Change and otherwise do not involve the amendment or modification of provisions which would increase interest rates, principal or interest payment amounts, total principal amounts, or require payment of any such amounts at earlier times, or similar terms and provisions, and
(d) Notwithstanding anything to the interests contrary contained in this Agreement or in any other Loan Document, Borrowers may prepay any other Indebtedness, if, after giving effect to such prepayment, no Event of LenderDefault shall have occurred or is continuing and Excess Availability shall be at least equal to $30,000,000.
Appears in 2 contracts
Sources: Loan and Security Agreement (Guitar Center Inc), Loan and Security Agreement (Guitar Center Inc)
Prepayments and Amendments. Irish Holdings will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
, (iiC) make any payment voluntary or optional prepayments of any principal and interest on account of Permitted Purchase Money Indebtedness so long as no Event of Default shall have occurred and be continuing at the time of such prepayment or would result therefrom and (other D) the prepayment by Irish Holdings of the payments required under the Management Services Agreement, so long as Liquidity is equal to or greater than the Obligations) if, $15,000,000 after giving effect to any such payment, any Default or payment and so long as no Event of Default has shall have occurred and is be continuing at the time of such prepayment or would result therefrom;, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or.
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e), (h), (i), (j), (k), (l) and (fn) of the definition of Permitted Indebtedness;, or
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders; provided, that Irish Holdings may adopt Governing Documents in connection with its registration as a public limited company under Irish law.
Appears in 2 contracts
Sources: Credit Agreement (FleetMatics Group PLC), Credit Agreement (FleetMatics Group PLC)
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to:
(a) Except except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or its Subsidiaries consisting of Indebtedness permitted under clauses (f), (p), (q), (t), (u), (v), (z) or (aa) of the definition of Permitted Indebtedness, or any of its Subsidiariesother Indebtedness with an outstanding amount greater than $25,000,000 that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Obligations, other than in all such cases, prior to the maturity date applicable to such Indebtedness, except (A) any prepayment, redemption, defeasance, purchase or other acquisition with Qualified Equity Interests so long as at the Obligations in accordance with this Agreement time of such prepayment, redemption, defeasance, purchase or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any acquisition no Default or Event of Default has occurred and is continuing or would result therefrom;, (B) any prepayment, redemption, defeasance, purchase or other acquisition with the net cash proceeds of an issuance of Qualified Equity Interests within 60 days of such issuance (or such later date as agreed to by the Agent in its sole discretion)) so long as (1) at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the net cash proceeds of such issuance of Qualified Equity Interests are maintained in a segregated Deposit Account subject to the “control” of the Agent until the earlier of (a) application toward such prepayment, redemption, defeasance, purchase or other acquisition and (b) the date that is 60 days after such issuance, and (C) any prepayment, redemption, defeasance, purchase or other acquisition so long as, at the time of such prepayment, redemption, defeasance, purchase or other acquisition, no Default or Event of Default has occurred and is continuing or would result therefrom and either (1) the Payment Conditions are satisfied at such time or (2) for each of the 30 consecutive days immediately preceding such prepayment, redemption, defeasance, purchase or other acquisition, and both before and after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, (x) no Loans are outstanding and (y) Liquidity is at least $500,000,000; provided, further that the foregoing conditions under this clause (C) shall not be required to be satisfied with respect to prepayments, redemptions, defeasances, purchases or other acquisitions of any such Indebtedness in an aggregate principal amount (for all such prepayments, redemptions, defeasances, purchases or other acquisitions) of up to the greater of (x) $200,000,000 and (y) 1.5% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during the term of this Agreement; provided further that nothing in this Section 6.6 shall prohibit the payment of Indebtedness permitted under this Agreement at the time of the final maturity of the obligations under such Indebtedness, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (cf), (ep), (q), (t), (u), (v), (z) and or (faa) of the definition of Permitted Indebtedness (A) if such Indebtedness could not have been incurred (including as Refinancing Indebtedness;
) on such terms (without limiting clause (ii) any Material Contract except to the extent that below) or (B) if such amendment, modification, modification or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to affect the interests of Lender; the Lenders adversely in any material respect, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries Subsidiaries, the Existing Senior Notes or the Senior Secured Notes, in each case if the effect thereof, either individually or in the aggregate, could would reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 2 contracts
Sources: Asset Based Revolving Credit Agreement (Cleveland-Cliffs Inc.), Asset Based Revolving Credit Agreement (Cleveland-Cliffs Inc.)
Prepayments and Amendments. (a) Except in connection Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Specified Indebtedness or the Add-On Debt, except (a) regularly scheduled payments of principal, interest and fees (but only, with respect to Specified Indebtedness that is Subordinated Indebtedness and/or any permitted Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially in respect thereof, to the extent not otherwise prohibited under any subordination agreement or fullyintercreditor agreement relating to such Indebtedness), redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (Bb) Permitted Intercompany Advances;
any prepayment, redemption, retirement, defeasance or acquisition of Specified Indebtedness or the Add-On Debt (ii) make together with, in each case, any payment accrued interest and premiums thereon); provided that in the case of any Indebtedness clause (other than b), the Obligations) if, Payment Conditions are satisfied both immediately before and immediately after giving effect to any the prepayment, redemption, retirement, defeasance or acquisition of such payment, any Default Specified Indebtedness or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Add-On Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender as the case may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orbe).
(b) Directly or indirectly, amendAmend, modify, or otherwise change any of its Governing Documents as in effect on the terms or provisions of:
Closing Date in any material respect, except for (i) changes required by or reasonably related to any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness transaction permitted under clauses (c), (e) Section 6.3 or 6.5 and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent changes that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be are not materially adverse to the interests of Lenderthe Lenders in their capacity as such.
(c) Amend, supplement or otherwise modify any Subordinated Indebtedness Documents or any Existing Senior Notes Documents, if such modification (i) increases the principal balance of such Indebtedness, or increases any required payment of principal or interest; or
(ii) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (iii) shortens the Governing Documents of final maturity date or otherwise accelerates amortization; (iv) increases the interest rate; (v) increases or adds any Loan Party fees or charges; (vi) modifies any of its Subsidiaries if the effect thereofcovenant in a manner or adds any representation, either individually covenant or default that is more onerous or restrictive in the aggregateany material respect for any Borrower or Subsidiary, could reasonably be expected to be or that is otherwise materially adverse to any Borrower, any Subsidiary or Lenders; (vii) in the interests case of Lenderthe Existing Senior Notes (or any Permitted Senior Indebtedness or permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) results in the Obligations not constituting “Senior Indebtedness” (or the equivalent) under the Indenture (or any indenture evidencing or governing any Permitted Senior Indebtedness or permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof); or (viii) in the case of Subordinated Indebtedness results in the Obligations not constituting “senior indebtedness” (or any functionally equivalent term) under the applicable Subordinated Indebtedness Documents or otherwise not being fully benefited by the subordination provisions of such Subordinated Indebtedness; provided that the Loan Parties shall be permitted to make any such amendment, supplement, or other modification solely to the extent that on the effective date thereof the Loan Parties would have been permitted to incur new Indebtedness under clauses (l), (m), (n) or (z) of Section 6.1 in the full amount of the outstanding Specified Indebtedness to which such amendment, supplement, or other modification relates.
(d) Amend, supplement or otherwise modify any documents evidencing any Permitted Senior Indebtedness in any manner which would violate the terms of any intercreditor or subordination agreement with Agent relating to such Indebtedness.
(e) [Intentionally Omitted]
Appears in 2 contracts
Sources: Credit Agreement (BOISE CASCADE Co), Credit Agreement (BOISE CASCADE Co)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) 6.1, optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than than
(Ai) the Obligations in accordance with this Agreement or a Bank Product Agreement, and
(Bii) payments in respect of the ABL Indebtedness subject to the terms of the Intercreditor Agreement; and
(iii) Permitted Intercompany Advances;
; provided that the Loans Parties may optionally prepay or redeem Indebtedness, in an aggregate amount not to exceed the portion, if any, of the Cumulative Credit that the Loan Parties elect to use to prepay or redeem such Indebtedness, such election to be specified in a written notice of an Authorized Person of the Administrative Borrower calculating in reasonable detail the amount of the Cumulative Credit immediately prior to such election and the amount thereof to be so applied; provided, that each of the following conditions is satisfied: (iii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or no Event of Default has occurred and or is continuing or of would result therefrom;
, and (iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment after giving pro forma effect to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt or redemption, (x) if a Default or Event of Default is existing prior the Fixed Charge Coverage Ratio shall be at least 1.20 to any such payment, or a Default or Event of Default would result from any such payment1.00, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will the Total Net Leverage Ratio shall be satisfiedno greater than 3.00:1.00, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) the ABL Documents to the extent permitted by the Intercreditor Agreement, (C) Permitted Intercompany Advances, and (CD) Indebtedness permitted under clauses (c), (ej) and (fk) of the definition of Permitted Indebtedness;, or
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Liberty Energy Inc.), Credit Agreement (Liberty Oilfield Services Inc.)
Prepayments and Amendments. Each Loan Party will not:
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, purchase or otherwise acquire all or any part of any Indebtedness of any Loan Party or make, directly or indirectly, any optional or voluntary payment in respect of its Subsidiariesany such Indebtedness, other than except for payments of: (Ai) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
Obligations; (ii) make any payment obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; (iv) Indebtedness owing to another Loan Party; (v) Permitted Indebtedness pursuant to clause (g) of the definition thereof; and (vi) other Permitted Indebtedness in cash, provided, that, as of the date of any Indebtedness such payment under this clause (other than the Obligationsvi) if, and after giving effect to thereto, each of the Payment Conditions is satisfied (and in the case of any such paymentSubordinated Indebtedness, in any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment event only to the Obligations if such payment is not extent permitted at such time under the terms of the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orthereof);
(b) Directly directly or indirectly, amend, modify, or change any of the terms or provisions of:
: (i) any agreement, instrument, document, indenture, document or other writing evidencing or concerning Permitted Indebtedness other than except (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advancesobligations under Hedge Agreements, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
, (iiD) any Material Contract except Subordinated Indebtedness to the extent that such amendment, modificationpermitted under the subordination agreement with respect thereto, or change could not, individually or (E) in the aggregatecase of any other Material Indebtedness, reasonably be expected after prior written notice to be materially adverse Lender, to amend or modify the interests terms thereof to forgive or cancel any portion of Lendersuch Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or
or (iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.
Appears in 2 contracts
Sources: Credit Agreement (Innodata Inc), Credit Agreement (Innodata Inc)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness or a Permitted Convertible Notes Refinancing permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;, and (C) Convertible Notes Redemptions,
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under pursuant to clauses (c), (ef), (h) and (fi) of the definition of Permitted Indebtedness;; provided that, for the avoidance of doubt, amendments, modifications, and changes to the Convertible Notes Documents are permitted to the extent necessary to consummate a Permitted Convertible Notes Refinancing, but only so long as such amendments, modifications, or changes comply with the restrictions applicable to a Permitted Convertible Notes Refinancing,
(ii) any Material Contract (other than the Convertible Notes Documents, which are covered in clause (b)(i) above) except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; the Lenders, or
(iii) the Governing Documents of any Loan Party Borrower or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Powerwave Technologies Inc), Credit Agreement (Powerwave Technologies Inc)
Prepayments and Amendments. (a) Except in connection with Permitted Refinancing Indebtedness permitted by Section 7.1,10.1, the Borrower will not, and will not permit any of its Subsidiaries to:
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part Junior Financing of any Indebtedness of any Loan Credit Party or any of its Subsidiaries, other than (A) with amounts applied to such use under the Obligations in accordance with this Agreement or a Bank Product AgreementAvailable Amount Basket, and (B) Permitted Intercompany Advances;
with the proceeds of the substantially concurrent sale or issuance of Qualified Equity Interests of the Borrower (iiincluding the conversion of convertible Indebtedness of the Borrower and its Subsidiaries into Qualified Equity Interests of the Borrower) make any payment of any Indebtedness or (other than the ObligationsC) if, so long as on a pro forma basis after giving effect to any such paymentredemption, any Default prepayment, defeasance, purchase or repayment, (x) no Event of Default has occurred and is continuing or would result therefrom;therefrom and (y) on a pro forma basis after giving effect thereto, the Total Leverage Ratio for the most recent Test Period at the end of which Section 9.1 Financials were required to have been delivered shall not exceed 2.00 to 1.00, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orand
(b) Directly The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) except in connection with Permitted Refinancing Indebtedness permitted by Section 10.1, any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product AgreementJunior Financing, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; the Lenders,
(ii) any Revolving Indebtedness Document or any documentation relating to any Credit Agreement Refinancing Indebtedness, except to the extent permitted by the Intercreditor Agreement (or other applicable intercreditor agreement), or
(iii) the Governing Organizational Documents of any Loan Credit Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 2 contracts
Sources: Credit Agreement (WABASH NATIONAL Corp), Credit Agreement (WABASH NATIONAL Corp)
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries or Parent to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of Parent, any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Indebtedness under Hedge Agreements, (C) Permitted Intercompany Advances;, (D) any optional prepayment of the Term Loan pursuant to Section 2.06(a) of the Term Loan Agreement as in effect on the Closing Date, so long as, after giving effect to such prepayment, each of the Term Loan Payment Conditions is satisfied, (E) any mandatory prepayment of the Term Loan pursuant to Section 2.06(b) of the Term Loan Agreement as in effect on the Closing Date and (F) any Discounted Voluntary Repurchase of the Term Loan pursuant to Section 2.15 of the Term Loan Credit Agreement as in effect on the Closing Date, so long as, after giving effect to such repurchase, each of the Term Loan Payment Conditions is satisfied, or
(ii) make any payment mandatory prepayments of principal of the Term Loan pursuant to Section 2.06(c) of the Term Loan Credit Agreement as in effect on the Closing Date (or excess cash flow prepayment in any replacement or refinancing thereof) or any prepayment of any Indebtedness incurred pursuant to clause (other than h) of the Obligations) ifdefinition of Permitted Indebtedness, except to the extent that, in each case, after giving effect to any such payment, any Default or Event each of Default has occurred and the Term Loan Payment Conditions is continuing or would result therefrom;satisfied,
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; , or
(iv) make any payment with respect to prepayment on account of Capitalized Lease Obligations outside the Investor Debt (x) if a Default or Event ordinary course of Default is existing prior to any such payment, or a Default or Event of Default would result business in an aggregate cumulative amount from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orafter the Term Loan Closing Date exceeding $5,000,000.
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) the Indebtedness permitted under clauses (c)the Term Loan Documents, (e) and (fD) of other Indebtedness if the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendmenteffect thereof, modification, or change could not, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of LenderLoan Parties, Administrative Agent, Co-Collateral Agents or Lenders, or
(ii) except to the extent permitted by the Intercreditor Agreement, any Term Loan Document; provided that notwithstanding the foregoing, in no event shall the Term Loan Documents be amended, modified or otherwise changed after the Closing Date to (x) shorten final stated maturity date of the Indebtedness under the Term Loan Documents to a date prior to the Maturity Date, (y) shorten the weighted average life to maturity of the Indebtedness under the Term Loan Documents to a weighted average life to maturity that is shorter than the Term Loan as in effect on the Closing Date, or (z) make materially more restrictive the terms and conditions of the Term Loan Documents regarding mandatory prepayments based upon the Excess Cash Flow Amount; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Thryv Holdings, Inc.), Credit Agreement (Thryv Holdings, Inc.)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, or (ii) elect to pay or repay Convertible Notes in cash upon conversion thereof, other than (A) prepayments of the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) prepayments of Hedge Obligations, (C) prepayments of Permitted Intercompany Advances;, (D) in connection with Refinancing Indebtedness permitted by Section 6.1, (E) if the Payment Conditions are satisfied, provided, that in the case payments under this clause (E), the aggregate amount of prepayments, redemptions, purchases, other acquisitions of such Indebtedness or payments shall not exceed $25,000,000 in the aggregate during the term of this Agreement, or (F) prepayments in cash, payments in cash upon conversion thereof, or other payments in cash of Convertible Notes so long as any such prepayment or payment is permitted pursuant to the terms of the Convertible Note Documents and the Payment Conditions II are satisfied, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iiib) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(bc) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (CD) Indebtedness permitted under clauses (c), (e) h), and (fk) of the definition of Permitted Indebtedness;
, or (iiE) any Material Contract except to the extent that other Indebtedness if such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; the Lenders, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 2 contracts
Sources: Credit Agreement (INFINERA Corp), Credit Agreement (INFINERA Corp)
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to:
(a) Except except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or its Subsidiaries consisting of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (aa) of the definition of Permitted Indebtedness, or any of its Subsidiariesother Indebtedness with an outstanding amount greater than $25,000,000 that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Obligations, other than in all such cases, prior to the maturity date applicable to such Indebtedness, except (A) any prepayment, redemption, defeasance, purchase or other acquisition with Qualified Equity Interests so long as at the Obligations in accordance with this Agreement time of such prepayment, redemption, defeasance, purchase or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any acquisition no Default or Event of Default has occurred and is continuing or would result therefrom;, (B) any prepayment, redemption, defeasance, purchase or other acquisition with the net cash proceeds of an issuance of Qualified Equity Interests within 60 days of such issuance (or such later date as agreed to by the Agent in its sole discretion)) so long as (1) at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the net cash proceeds of such issuance of Qualified Equity Interests are maintained in a segregated Deposit Account subject to the “control” of the Agent until the earlier of (a) application toward such prepayment, redemption, defeasance, purchase or other acquisition and (b) the date that is 60 days after such issuance, (C) any prepayment, redemption, defeasance, purchase or other acquisition so long as, at the time of such prepayment, redemption, defeasance, purchase or other acquisition, no Default or Event of Default has occurred and is continuing or would result therefrom and either (1) the Payment Conditions are satisfied at such time or (2) for each of the 30 consecutive days immediately preceding such prepayment, redemption, defeasance, purchase or other acquisition, and both before and after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, (x) no Loans are outstanding and (y) Liquidity is at least $500,000,000; provided, further that the foregoing conditions under this clause (C) shall not be required to be satisfied with respect to prepayments, redemptions, defeasances, purchases or other acquisitions of any such Indebtedness in an aggregate principal amount (for all such prepayments, redemptions, defeasances, purchases or other acquisitions) of up to the greater of (x) $100,000,000 and (y) 1.5% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during the term of this Agreement and (D) any prepayment, redemption, defeasance, purchase or other acquisition of the Convertible Notes with Qualified Equity Interests; provided that this Section 6.6(a)(i) shall not apply to any prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes to the extent such event or condition occurs as a result of (x) the satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) or the exercise by a holder of the Convertible Notes of a conversion right resulting from the satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) (it being understood that any such prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes made in cash in reliance on this clause (x) shall be subject to satisfaction of the Payment Conditions at the time thereof, other than prepayments, redemptions, defeasances, purchases or other acquisitions (i) of less than $30,000,000 in the aggregate during the term of this Agreement, or (ii) paid in lieu of fractional shares)) or (y) a required repurchase under the Convertible Notes; provided further that nothing in this Section 6.6 shall prohibit the payment of Indebtedness permitted under this Agreement at the time of the final maturity of the obligations under such Indebtedness, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c▇), (e▇), (▇), (▇), (▇), (▇), (▇) and or (faa) of the definition of Permitted Indebtedness (A) if such Indebtedness could not have been incurred (including as Refinancing Indebtedness;
) on such terms (without limiting clause (ii) any Material Contract except to the extent that below) or (B) if such amendment, modification, modification or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to affect the interests of Lender; the Lenders adversely in any material respect, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries Subsidiaries, the Existing Senior Notes, the Convertible Notes or the Senior Secured Notes, in each case if the effect thereof, either individually or in the aggregate, could would reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 2 contracts
Sources: Asset Based Revolving Credit Agreement (Cleveland-Cliffs Inc.), Asset Based Revolving Credit Agreement (Cleveland-Cliffs Inc.)
Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with (i) Refinancing Indebtedness permitted by Section 7.16.1 and (ii) any payment that is made solely from the proceeds of an issuance by Borrower of Qualified Equity Interests or by issuing Qualified Equity Interests in satisfaction or exchange for such Indebtedness so long as, in each case under this clause (ii), no Default or Event of Default shall have occurred and be continuing or would result therefrom,
(i) unless, immediately after giving effect to any such optional prepayment, redemption, defeasance, purchase or other acquisition, (x) Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 7(a) recomputed for the most recently ended month of Borrower, (x) Borrower shall have Liquidity, as of such date, in an amount equal to or greater than $30,000,000 and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom, optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;,
(ii) make any payment (including any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment) with respect to or on account of any Indebtedness (other than the ObligationsConvertible Subordinated Debt) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a provided, that, so long as it is permitted by law, and so long as no Default or Event of Default is existing prior shall have occurred and be continuing or would result therefrom, Borrower may make payments in exchange for fractional shares in connection with the conversion of any such Indebtedness, in an otherwise cashless exchange, into Qualified Equity Interests, or
(iii) unless, immediately after giving effect to any such payment, (x) Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 7(a) recomputed for the most recently ended month of Borrower, (x) Borrower shall have Liquidity, as of such date, in an amount equal to or a greater than $30,000,000 and (z) no Default or Event of Default shall have occurred and be continuing or would result from therefrom, make any such payment (including any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment) with respect to or on account of the Convertible Subordinated Debt; provided, that, notwithstanding the foregoing, so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Borrower may make payments (x) of accrued interest owing with respect to the Convertible Subordinated Debt and (y) unless Borrowers have provided Lender in exchange for fractional shares in connection with written notice the conversion of any such proposed payment at least three (3) Business Days prior to any such payment together the Convertible Subordinated Debt, in an otherwise cashless exchange, into Qualified Equity Interests in accordance with such information that Lender may reasonably request to confirm that clause (x) the terms of this paragraph will be satisfiedthe Convertible Subordinated Debt Documents, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness (other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (ee)(i), (e)(ii), solely to the extent the terms or provisions of the Indebtedness being guaranteed is permitted to be amended, modified or changed, (e)(iii), (j), (l), (m), (p) and (fr) of the definition of Permitted Indebtedness;); provided that (x) with respect to any Permitted Indebtedness which is permitted to be refinanced with Refinancing Indebtedness, Borrower may amend, modify or change any such agreement, instrument, document, indenture, or other writing evidencing such Permitted Indebtedness if, after giving effect to such amendment, modification or change, such Permitted Indebtedness would be permitted as Refinancing Indebtedness and (y) Borrower may permit any agreement, instrument, document, indenture, or other writing evidencing or concerning Subordinated Indebtedness to be amended with the sole effect of allowing the applicable Subordinated Indebtedness to be converted, in a cashless exchange (other than respect to cash payment made in exchange for fractional shares), into Qualified Equity Interests, or
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Quantum Corp /De/), Credit Agreement (Quantum Corp /De/)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness or Term Loan Refinancing permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Hedge Obligations, (C) Permitted Intercompany Advances;
, or (iiD) make other Indebtedness so long as (1) such prepayments or redemptions do not exceed up to $25,000,000 in the aggregate in any payment fiscal year of any Indebtedness (other than the Obligations) if, Loan Parties and on and after giving effect to any such paymentprepayment or redemption, any no Default or Event of Default exists or has occurred and is continuing and (2) for such prepayments or would result therefrom;redemption in excess of $25,000,000 in any fiscal year so long as on and after giving effect to any such prepayment or redemption, the Payment Conditions are satisfied, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect , unless before and after giving effect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers the Payment Conditions have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, been satisfied or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that has been contractually subordinated in right of payment to the Obligations except as permitted under the subordination terms and conditions ,
(ii) any of the Term Loan Documents except as permitted by the terms of the Intercreditor Agreement;
(iii) any agreement, instrument, document, indenture, or other than writing evidencing or concerning Permitted Indebtedness that is secured by a Lien on Collateral except as permitted by the terms of any intercreditor agreement between Agent and the holder of such Lien;
(iv) any mortgage, agreement, instrument, document, indenture, or other writing evidencing or concerning any Permitted Mortgage Loan Financing that would have the effect, directly or indirectly, of (A) increasing the Obligations sum of the then outstanding aggregate principal amount of such Indebtedness in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness excess of the amount permitted under clauses clause (c), (e) and (fa) of the definition of Permitted Indebtedness;Mortgage Loan Financing , (B) adding or modifying any restriction on payment or prepayment of the Obligations, (C) adding or modifying any payment or prepayment provision with respect to such Indebtedness that would cause such Indebtedness to no longer satisfy the requirements of Permitted Mortgage Loan Financing, (D) adding any restriction on amendments, waivers or other modifications to this Agreement or the other Loan Documents or (E) contravene the provisions of this Agreement or any of the other Loan Documents,; and
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iiiv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. Each Loan Party will not:
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) 6.1, optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party (including Indebtedness under any Health Care Settlement Agreements, any Tax Settlement Agreement, the FPD Secured Note Documents, the FPD Term Loan Documents, the FPD Unsecured Term Note, the Secured Note Indebtedness, the Success Indebtedness or Affiliate Indebtedness), or make any payment in violation of its Subsidiariesany subordination terms of any Indebtedness, other than than:
(Ai) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;or
(ii) make any payment of any Indebtedness (other than Permitted Intercompany Advances in accordance with the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;Intercompany Subordination Agreement; or
(iii) make any payment on account of Indebtedness that has been contractually subordinated Payments in right of payment to accordance with the Obligations if such payment is not permitted at such time under Approved Budget or Interim Order or the subordination terms and conditionsFinal Order, as applicable; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly Except in accordance with any Bankruptcy Court order, directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any FPD Secured Note Document, FPD Term Loan Document, the FPD Unsecured Term Note, or the Secured Note or any agreement evidencing the Success Indebtedness,
(ii) any Health Care Settlement Agreement, without the consent of Agent (provided that if the applicable amendment or modification to a Health Care Settlement Agreement does not cause the aggregate amounts owing under all Health Care Settlement Agreements to exceed the limitation set forth in Section 6.13, then the Agent agrees that its consent under this clause (b)(ii) shall not be unreasonably withheld, conditioned or delayed),
(iii) any Tax Settlement Agreement or Tax Lien Subordination Agreement,
(iv) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.,
Appears in 1 contract
Sources: Senior Secured, Priming and Superpriority Debtor in Possession Credit Agreement
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 7.1,
(i) optionally prepay (whether partially or fully7.1(d), prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its SubsidiariesBorrower, other than (Ai) the Obligations in accordance with this Agreement or a Bank Product Agreement, (ii) the First Lien Obligations in accordance with the First Lien Loan Documents and the Intercreditor Agreement, (iii) the Existing Subordinated Debt on the Existing Subordinated Debt Discharge Date in accordance with the terms hereof and the Existing Indenture, and (Biv) Indebtedness under Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment Affiliate Transactions to the Obligations if such payment extent the repayment thereof is not permitted at such time under by the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such paymentIntercompany Subordination Agreement, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orand
(b) Directly Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement Existing Subordinated Debt or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) any Indebtedness permitted under clauses Sections 7.1(b) or (c)
(c) Directly or indirectly, (e) and (f) amend, modify, alter, increase, or change any of the definition terms or conditions of Permitted Indebtedness;
(ii) any Material Contract First Lien Loan Documents, except to the extent that permitted under the Intercreditor Agreement; provided, that, in the event any such amendment, modification, modification or change could not, individually or results in the aggregateaddition of any event of default, reasonably be expected to be materially adverse representation, warranty or any covenant with respect to the interests First Lien Obligations or modifies any existing event of Lender; or
(iii) default, representation, warranty or covenant which would have the Governing Documents effect of any Loan Party making such event of default, representation, warranty or covenant more restrictive as to Borrowers or any of its Subsidiaries if the them, then, upon request by Agent, Borrowers shall effect thereof, either individually a similar amendment or in the aggregate, could reasonably be expected to be materially adverse modification to the interests of Lenderapplicable Loan Document provided that any “cushion” between the First Lien Debt Documents and the Loan Documents is maintained).
Appears in 1 contract
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Hedge Obligations, or (C) Permitted Intercompany Advances;,
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or,
(iviii) make any payment with respect to the Investor Debt (x) if a Default or Event on account of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice Indebtedness of any Loan Party or its Subsidiaries in respect of Earn-Outs owing to sellers of assets or Equity Interests to such proposed payment at least three (3) Business Days prior to any such payment together Loan Party or its Subsidiaries that is incurred in connection with such information that Lender may reasonably request to confirm that clause (x) the consummation of this paragraph will be one or more Permitted Acquisitions unless the Payment Conditions are satisfied, or
(b) Directly directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) amendments to the Senior Secured Notes Documents made in accordance with clause (iii) below, and (CE) Indebtedness permitted under clauses (ci), (el) and (fm) of the definition of Permitted Indebtedness;,
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or
(iii) any Senior Secured Notes Document, Convertible Notes Document and/or Additional Notes Collateral Debt Documents if any such amendment, restatement, supplement or other modification to, or waiver of, such Senior Secured Notes Document, Convertible Notes Document and/or Additional Notes Collateral Debt Documents would (A) shorten or hasten the maturity date of the Senior Secured Notes, Convertible Notes and/or Additional Notes Collateral Debt, (B) shorten or hasten the date scheduled for any principal payment thereunder, (C) increase the amount of any required principal payment thereunder (or change the methodology by which any such principal amount is determined, unless the same shall have in all cases the effect of reducing the amount of any required principal payment thereunder or extending the date on which such required principal payment becomes due), (D) change any covenants, defaults, or events of default under the Senior Secured Notes Indenture, Convertible Notes Indenture and/or Additional Notes Collateral Debt Documents or any other Senior Secured Notes Document and/or Convertible Notes Document (including the addition of covenants, defaults, or events of default not contained in the Senior Secured Notes Indenture, Convertible Notes Indenture or other Senior Secured Notes Documents and/or Convertible Notes Documents as in effect on the date hereof) to restrict any Loan Party from making payments of the Obligations (or the obligations under the Senior Secured Notes Documents, Convertible Notes Documents and/or Additional Notes Collateral Debt Documents) or otherwise incurring additional Obligations (or the obligations under the Senior Secured Notes Documents, Convertible Notes Documents and/or Additional Notes Collateral Debt Documents) that would otherwise be permitted under the Senior Secured Notes Documents and/or Convertible Notes Documents as in effect on the date hereof; (E) change the redemption, mandatory prepayment, or defeasance provisions thereof in a manner that makes them more restrictive to the Loan Parties, (F) increase the maximum allowed amount of Indebtedness for borrowed money constituting principal outstanding under the Senior Secured Notes Documents and/or Additional Notes Collateral Debt Documents to an amount in excess of the Note Cap Amount (as defined in the Intercreditor Agreement) (provided that any amount owing pursuant to the Senior Secured Notes Documents and/or Additional Notes Collateral Debt Documents as interest, premiums, fees, costs, and expenses (and reimbursement obligations with respect thereto), indemnification obligations, and other amounts and charges shall, at all times for all purposes under this paragraph, be considered as such (and, for the avoidance of doubt, shall not count against the Note Cap Amount for purposes of this clause (F)), regardless of whether such amount may, before or after it has become owing, be added to the principal balance of the Indebtedness for borrowed money under the Senior Secured Notes Documents and/or Additional Notes Collateral Debt Documents), (G) increase the maximum allowed amount of Indebtedness for borrowed money constituting principal outstanding under the Convertible Notes Documents (provided that any amount owing pursuant to the Convertible Notes Documents as interest, premiums, fees, costs, and expenses (and reimbursement obligations with respect thereto), indemnification obligations, and other amounts and charges shall, at all times for all purposes under this paragraph, be considered as such, regardless of whether such amount may, before or after it has become owing, be added to the principal balance of the Indebtedness for borrowed money under the Convertible Notes Documents), or (H) (x) increase the cash interest rate on the Senior Secured Notes by more than 3.00% per annum above the cash interest rate in effect on the date hereof, (y) increase the cash interest rate on the Convertible Notes by more than 3.00% per annum above the cash interest rate in effect on the date hereof and/or (z) increase the cash interest rate on the Additional Notes Collateral Debt by more than the greater of 3.00% per annum above the cash interest rate on the Senior Secured Notes in effect on the date hereof (in each case, excluding, without limitation, (w) fluctuations in underlying rate indices, (x) customary changes in interest rates resulting from replacement (in accordance with prevailing industry practices for similar bond indentures) of any rate index/indices based on LIBOR with an alternative rate index/indices, (y) the imposition of a default rate of up to 2.00% per annum, and (z) increases in the cash interest rate to the extent not payable in cash).
Appears in 1 contract
Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to:
(a) Except Prepay, repay, redeem, purchase, defease, or otherwise or acquire for value (including (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Junior Indebtedness, or make any payment in violation of any subordination terms of any Junior Indebtedness, except:
(i) so long as no Default or Event of Default then exists or would be caused thereby, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Junior Indebtedness, provided that such payments of Subordinated Indebtedness shall be in accordance with the subordination terms thereof or the subordination agreement applicable thereto,
(ii) in connection with Refinancing Indebtedness permitted by Section 7.16.1 and in compliance with any subordination provisions applicable thereto,
(iiii) optionally prepay (whether partially or fully), redeem, defease, purchasepayments and prepayments of Junior Indebtedness made solely with proceeds of any issuance of Qualified Equity Interests of Borrower, or otherwise acquire all or any part capital contribution in respect of any Indebtedness Qualified Equity Interests of any Loan Party or any of its SubsidiariesBorrower, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, so long as immediately before and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment or prepayment, no Default or Event of Default then exists,
(iv) (A) payments and prepayments of Junior Indebtedness as a result of the conversion of all or any portion of such Junior Indebtedness into Qualified Equity Interests of Borrower, and (B) payments of interest in respect of Junior Indebtedness in the form of payment in kind interest constituting Permitted Indebtedness,
(v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, payments and prepayments in respect of Permitted Intercompany Advances, to the extent permitted by the Intercompany Subordination Agreement, if applicable,
(vi) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, payments and prepayments in respect of Indebtedness owing under the Existing Intercompany Loan Agreement (Germany), to the extent permitted by the Intercompany Subordination Agreement, so long as such Indebtedness constitutes Permitted Indebtedness on the date such payment is made,
(vii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, payments and prepayments in respect of Indebtedness owing under the Existing Intercompany Loan Agreement (UK), to the extent permitted by the Intercompany Subordination Agreement, so long as such Indebtedness constitutes Permitted Indebtedness on the date such payment is made, and
(viii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Indebtedness prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount at such time; provided that (i) at the time of such prepayment, redemption, purchase, defeasance or other payment, any Default or no Event of Default has occurred and is continuing or would result therefrom;
therefrom and (iiiii) make Borrower demonstrates that the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such Investment and any payment on account of Indebtedness that has been contractually subordinated incurred in right of payment to the Obligations if such payment connection therewith, is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect greater than 2.75 to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or1.00.
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted any Junior Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could notrespect which, individually or in the aggregate, could reasonably be expected to be materially adverse to the interests interest of Lender; the Lenders or in violation or contravention of the subordination terms thereof or the subordination agreement applicable thereto, or
(iiiii) the Quanex Incentive Plans or the Governing Documents of any Loan Party or any of its Subsidiaries Subsidiaries, in each case, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any Subsidiary of its Subsidiariesa Borrower, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
, (iiC) make any payment prepayment or redemption of outstanding Senior Secured Notes as required by the Senior Secured Notes Documents as a result of any asset sale, recovery event, change of control or similar event and to the extent permitted by the Intercreditor Agreement, or (D) any other prepayment, repurchase, redemption, defeasance or other satisfaction of Indebtedness (other than so long as the Obligations) if, Payment Conditions are satisfied both before and after giving effect to any such paymentprepayment, any Default repurchase, redemptions, defeasance or Event of Default has occurred and is continuing or would result therefrom;other satisfaction, as the case may be, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses clause (c), (e) and (fu) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or Indebtedness in the aggregate, reasonably be expected to be materially a manner which is adverse to the interests of Lender; Agent and/or the Lenders in any material respect, or (B) any Senior Secured Notes Document in a manner which is adverse to the interests of Agent and/or the Lenders in any material respect or in a manner which is prohibited by the terms of the Intercreditor Agreement, or
(iiiii) Directly or indirectly, amend, modify, or change any of the terms or provisions of the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Credit Agreement (Accuride Corp)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 7.1,
7.1(g) or as provided in subsection (ic) optionally prepay (whether partially or fullybelow, and other than with respect to Indebtedness permitted under Section 7.1(h), prepay, redeem, retire, defease, purchase, or otherwise acquire all or any part of any Indebtedness of owing to any Loan Party or any of its SubsidiariesPerson, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or,
(b) Directly Except in connection with a refinancing permitted by Section 7.1(g), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses Sections 7.1(b), (c), (d), (e) and ), or (f) of the definition of Permitted Indebtedness;
(ii) in any Material Contract except to the extent manner that such amendment, modification, is or change reasonably could not, individually or in the aggregate, reasonably be expected to be materially adverse to the Obligors or to the interests of Lenderthe Lender Group or that materially impairs the prospects of timely repayment of the Obligations.
(c) Amend, supplement, or modify any Junior Debt Document or repay the principal of, or make any other payment in relation to, the Indebtedness governed by the Junior Debt Documents; or
provided, so long as no Event of Default has occurred and is continuing or would result therefrom, the foregoing shall not prohibit (i) the payment of regularly scheduled payments of interest on the Indebtedness governed by the Junior Debt Documents (including Deferral Period Interest as defined in the Junior Unsecured Debt Documents); provided, however, that the Obligors shall not pay any interest in cash that they have the contractual right to pay in kind, (ii) the payment of principal or interest on the Junior Secured Debt in such amounts as may be required by Section 2.03(A)(c) of the Junior Secured Debt Credit Agreement as in effect on the Closing Date, provided, however, that the Obligors shall not pay any such amounts in cash that they have the contractual right to defer or pay in kind, (iii) the Governing Documents repayment of the Junior Debt, in whole or in part, with the proceeds of any Loan Party or any refinancing thereof (provided that such refinancing Indebtedness complies with the requirements of its Subsidiaries Section 7.1(g)), (iv) the prepayment of the Junior Secured Debt with the proceeds of asset dispositions, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse and to the interests extent provided for under the terms of Lenderthe Collateral Agency and Intercreditor Agreement and (v) the prepayment of the Junior Unsecured Debt in accordance with the terms of the Junior Unsecured Debt Documents solely with the proceeds of a capital contribution made by a shareholder of Parent.
(d) Amend, supplement, or modify the Rights Agreement in any material respect.
Appears in 1 contract
Prepayments and Amendments. Each Loan Party will not:
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) 6.1, optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party (including Indebtedness under any Health Care Settlement Agreements, any Tax Settlement Agreement, the FPD Secured Note Documents, the FPD Term Loan Documents, the FPD Unsecured Term Note, the Secured Note Indebtedness, the Success Indebtedness or Affiliate Indebtedness), or make any payment in violation of its Subsidiariesany subordination terms of any Indebtedness, other than than:
(Ai) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;or
(ii) make any payment of any Indebtedness (other than Permitted Intercompany Advances in accordance with the Obligations) if, after giving effect to any such payment, any Default Intercompany Subordination Agreement; or Event of Default has occurred and is continuing or would result therefrom;1
(iii) make any payment on account of Indebtedness that has been contractually subordinated Payments in right of payment to accordance with the Obligations if such payment is not permitted at such time under Approved Budget or Interim Order or the subordination terms and conditionsFinal Order, as applicable; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly Except in accordance with any Bankruptcy Court order, directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any FPD Secured Note Document, FPD Term Loan Document, the FPD Unsecured Term Note, or the Secured Note or any agreement evidencing the Success Indebtedness,
(ii) any Health Care Settlement Agreement, without the consent of Agent (provided that if the applicable amendment or modification to a Health Care Settlement Agreement does not cause the aggregate amounts owing under all Health Care Settlement Agreements to exceed the limitation set forth in Section 6.13, then the Agent agrees that its consent under this clause (b)(ii) shall not be unreasonably withheld, conditioned or delayed),
(iii) any Tax Settlement Agreement or Tax Lien Subordination Agreement,
(iv) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of 1 Please explain reason for request to add: “or the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.Approved Budget”
Appears in 1 contract
Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay make any payments in respect of the Montrovest Debt other than, so long as no Default or Event of Default then exists or would (whether partially after taking into consideration the payment to be made) result therefrom and subject to the Montrovest Subordination Agreement, (x) regularly scheduled payments of interest in respect of the Montrovest Debt as and when due pursuant to the Montrovest Debt Documents (y) the principal payments of US$1,250,000 on or fully)about July 20, redeem2018 and US$1,250,000 on or about July 20, defease, purchase2019 pursuant to the Montrovest Debt 2017 and (z) the fee payment in an aggregate amount not to exceed $10,000 annually pursuant to the Montrovest Debt 2017. No other prepayment of, or otherwise acquire all payment of principal on, the Montrovest Debt may be made without the prior written consent of Agent in its sole discretion, unless the Restricted Payment Conditions are satisfied with respect to such prepayment or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advancespayment,;
(ii) make any payment on account of any Indebtedness (other than the Obligationsas permitted under paragraphparagraphs (a)(i) if, after giving effect to any such payment, any Default or Event of Default has occurred above as well as (a)(iv) and is continuing or would result therefrom;
(iiia)(v) make any payment on account of Indebtedness below) that has been contractually subordinated in right of payment to the Obligations if (A) such payment is not permitted at such time under the subordination terms and conditions; orconditions applicable to such Indebtedness andor , (B) where applicable, the Restricted Payment Conditions have not been satisfied,;
(iii) make any payment on account of the ▇▇▇▇▇▇▇ Subordinated Indebtedness other than payments in the amounts and on the due dates therefor set out in the ▇▇▇▇▇▇▇ Inventory Purchase Agreement provided that any such payment is permitted to be made at such time under the ▇▇▇▇▇▇▇ Subordination Agreement.
(iv) make any payment on account of the Mangrove Debt, except to the extent there is no Event of Default existing on such payment date, (A) any payment of fees or interest in an aggregate amount not to exceed $750,000 (the “Mangrove Payment Cap”) and (B) any payment of fees or interest in excess of the Mangrove Payment Cap, to the extent the Restricted Payment Conditions have been satisfied with respect to such payment; or
(v) make any payment on account of the Investor Debt (x) if a Default or Seller Notes, except, to the extent there is no Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any on such payment together with such information that Lender may reasonably request to confirm that clause (x) date, any payment of this paragraph will be satisfied, orprincipal or interest when due and payable on the maturity date of the applicable Seller Note;
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of, or, in the case of (b)(i) only, waive any of its material rights under:
(i) the Term Loan Documents (except to the extent expressly permitted by the Intercreditor Agreement), the Management Agreement (except to the extent expressly permitted by the Management Subordination Agreement), the Quebec Subordinated Debt Documents, the ▇▇▇▇▇▇▇ Purchase Documents, the RM JV Agreement to the extent that, in the case of the RM JV Agreement, such amendment, modification or change would be reasonably expected to be adverse to the interests of the Lenders, the Montrovest Debt Documents (except to the extent expressly permitted by the Montrovest Subordination Agreement), or any Additional Subordinated Debt Documents or any other agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations that is contractually subordinated in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) right of the definition of Permitted Indebtedness;
(ii) any Material Contract except payment to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of LenderObligations; or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, and
(c) make any payments in respect of the Term Loan Debt other than regularly scheduled interest payments pursuant to the terms of the Term Loan Agreement. Each Loan Party shall deliver to Agent complete and correct copies of any amendment, restatement, supplement or other modification to or waiver of the Management Agreement, the Quebec Subordinated Debt Documents, the ▇▇▇▇▇▇▇ Purchase Documents, the RM JV Agreement, the Montrovest Debt Documents, any Additional Subordinated Debt Documents or Governing Documents.
Appears in 1 contract
Sources: Credit Agreement (Birks Group Inc.)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Hedge Obligations, (C) Permitted Intercompany Advances;
, or (iiD) make other Indebtedness so long as (1) such prepayments or redemptions do not exceed up to $50,000,000 in the aggregate in any payment fiscal year of any Indebtedness (other than the Obligations) if, Loan Parties and on and after giving effect to any such paymentprepayment or redemption, any no Default or Event of Default exists or has occurred and is continuing and (2) for such prepayments or would result therefrom;redemption in excess of $50,000,000 in any fiscal year so long as on and after giving effect to any such prepayment or redemption, the Payment Conditions are satisfied, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if unless such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that has been contractually subordinated in right of payment to the Obligations except as permitted under the subordination terms and conditions,
(ii) [Reserved];
(iii) any agreement, instrument, document, indenture, or other than writing evidencing or concerning Permitted Indebtedness that is secured by a Lien on Collateral and has been contractually subordinated in right of security to Agent’s Lien on the Collateral except as permitted by the terms of any intercreditor agreement between Agent and the holder of such Lien,
(iv) any mortgage, agreement, instrument, document, indenture, or other writing evidencing or concerning any Permitted Mortgage Loan Financing that would have the effect, directly or indirectly, of (A) increasing the Obligations sum of the then outstanding aggregate principal amount of such Indebtedness in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness excess of the amount permitted under clauses clause (c), (e) and (fa) of the definition of Permitted Indebtedness;Mortgage Loan Financing, (B) adding or modifying any restriction on payment or prepayment of the Obligations, (C) adding or modifying any payment or prepayment provision with respect to such Indebtedness that would cause such Indebtedness to no longer satisfy the requirements of Permitted Mortgage Loan Financing, (D) adding any restriction on amendments, waivers or other modifications to this Agreement or the other Loan Documents or (E) contravene the provisions of this Agreement or any of the other Loan Documents, and
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iiiv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially or fully)Prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its SubsidiariesParty, other than (Ai) the DIP Obligations; (ii) as required by the Confirmation Order; (iii) Obligations in accordance with this Agreement Agreement; (iv) in connection with a refinancing permitted by Section 7.1(h); (v)
(1) prepayments of the Indebtedness under the New AMERCO Notes, from the proceeds from the monetization or a Bank Product Agreementsale of the Excluded Assets, or (2) so long as no Event of Default Exists, other prepayments of Indebtedness under the Term Loan B Notes or the New AMERCO Notes so long as (A) the aggregate amount of such prepayments in any fiscal year, together with the aggregate amount of prepayments in such fiscal year by Borrowers pursuant to clause (3) of Section 7.8(a)(vi) plus the aggregate amount of dividends paid in arrears in such fiscal year by Borrowers pursuant to clause (c) of Section 7.11, shall not, in the aggregate, exceed the ECF Carry Forward Amount, if any, then in existence, and (B) Permitted Intercompany Advances;
on the date of such prepayment Borrowers are in compliance with the Excess Availability Test; (iivi) make (1) prepayments of the Indebtedness under the Synthetic Leases with insurance proceeds or condemnation proceeds received by a Loan Party in connection with any payment loss or condemnation of the Synthetic Lease Collateral, (2) prepayments of the Indebtedness under the Synthetic Leases upon the sale of any Indebtedness parcel of the Real Property subject to the Synthetic Leases pursuant to an arms-length sale to a bona fide purchaser that is not an Affiliate of Parent (other than whether or not an Affiliate leases back or retains the Obligationsright to manage, occupy or conduct business at the affected Synthetic Lease Property), up to the amount of the net sale proceeds, or (3) if, after giving effect to any such payment, any Default or so long as no Event of Default has occurred and is continuing or would result therefrom;
(iii) make exists, any payment on account other prepayments of principal Indebtedness that has been contractually subordinated in right of payment required pursuant to the Obligations provisions of the Synthetic Leases, so long as (I) the aggregate amount of such prepayments in any fiscal year, together with the aggregate amount of prepayments in such fiscal year by Borrowers pursuant to clause (2) of Section 7.8(a)(v) plus the aggregate amount of dividends paid in arrears in such fiscal year by Borrowers pursuant to clause (c) of Section 7.11, shall not, in the aggregate, exceed the ECF Carry Forward Amount, if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such paymentany, or a Default or Event of Default would result from any such paymentthen in existence, and (yII) unless on the date of such prepayment Borrowers have provided Lender are in compliance with written notice the Excess Availability Test, (vii) in addition to the principal payments under the Synthetic Leases to be made on the Effective Date as contemplated by the Reorganization Plan, the actual scheduled payments of principal and interest due under the Synthetic Leases, estimates of which are set forth on Schedule 7.8(a) (including any such proposed payment at least three refinancings, in whole or in part, thereof), or (3viii) Business Days prior to any such payment together other Indebtedness with such information that Lender may reasonably request to confirm that clause (x) the consent of this paragraph will be satisfied, orthe Required Lenders.
(b) Directly Except in connection with a refinancing permitted by Section 7.1(h), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses Section 7.1 (excluding any amendment to the Term Loan B Note Indenture that must be made pursuant to Section 9.07 thereof).
(c) Amend, modify or otherwise change its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it with respect to any of its capital Stock (including any shareholders' agreement), (eor enter into any new agreement with respect to any of its capital Stock, except as appropriate to accomplish a transaction permitted pursuant to Section 7.3(a) and (f) of the definition of Permitted Indebtedness;
or Section 7.3(b), or (ii) amend, modify or otherwise change any Material Contract (other than a Material Contract the amendment of which is governed by clause (b) above) except to the extent that any such amendmentamendments, modification, modifications or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party changes or any of its Subsidiaries if the effect thereofsuch new agreements or arrangements pursuant to this paragraph (c) that, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of Lenderhave a Material Adverse Change, or (iii) amend, modify or otherwise change any Affiliate Contract or any contract with SAC Holding, SSI, PMSR or PM Preferred except in compliance with Section 7.14 hereof.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 7.1,
(i) optionally prepay (whether partially or fully7.1(h), prepay, redeem, retire, defease, purchase, or otherwise acquire all or any part of any Indebtedness of owing to any Loan Party or any of its Subsidiariesthird Person (including, but not limited to, the Unsecured Notes), other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement(provided, however, that Borrower shall be permitted to (i) pay off the Permitted Indebtedness described in Schedule 7.1 other than the Duke Energy production payments and other production payments, (ii) retire the $7,040,000 in Unsecured Notes repurchased by Borrower during December, 1998, provided such Unsecured Notes were not reissued by Borrower, and (Biii) Permitted Intercompany Advances;
repurchase or redeem or retire up to an additional $10,000,000 in the original face amount of the Unsecured Notes as long as, as a condition precedent thereto, (iix) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any no Default or Event of Default has occurred and is continuing then exists or would reasonably could be expected to result therefrom;
, (iiiy) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted Borrower at such time under the subordination terms time, after giving effect thereto, has at least an aggregate amount of $5,000,000 of Availability and conditions; or
(iv) make any payment with respect unrestricted immediately available cash on hand reserving as an additional deduction from Availability an amount determined by Agent in its sole discretion that would be sufficient to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such paymentmaintain Borrower's and its Subsidiaries' accounts payable and other current liabilities within reasonable terms, and (yz) unless Borrowers have provided Lender Borrower has paid to Agent the fee described in Section 2.11(f) with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfiedrespect thereto), orand
(b) Directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indentureindenture (including, but not limited to, the Unsecured Notes Indenture, except in connection with a recapitalization permitted pursuant to Section 7.3(a)), or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses Section 7.1(b) (c), except for (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iiii) the Governing Documents volumetric production payment (which shall not be payable in cash) in favor of Duke Energy, provided that any such amendment does not require the payment of any Loan Party cash or increase or accelerate the obligations of Borrower or any of its Subsidiaries if the effect thereofthereunder, either individually and (ii) other indebtedness permitted under Section 7.1 which does not, as amended, modified, altered, increased or changed, exceed for all such other indebtedness $800,000 in the aggregate), could reasonably be expected to be materially adverse to the interests of LenderSection 7.1(c) or Section 7.1(d).
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially or fully)Prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any Guarantor under the Senior Note Documents, except mandatory redemptions of its Subsidiariesthe Notes (as such term is defined in the Indenture) pursuant to Section 3.08 of the Indenture, solely if and to the extent necessary to comply with mandatory provisions of Applicable Gaming Laws; and
(b) Prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or any Guarantor (other than (A) the Obligations and the Guarantor Obligations in accordance with this Agreement and the other Loan Documents, and other than Indebtedness of any Borrower or any Guarantor under the Senior Note Documents), except: (i) in connection with a Bank Product Agreementrefinancing permitted by Section 7.1(d); or (ii) so long as (A) after giving effect to such prepayment, redemption, defeasance, purchase, or other acquisition of such Indebtedness, Borrower shall have Availability and unrestricted cash and Cash Equivalents in an amount of not less than $20,000,000, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or no Event of Default has occurred and is continuing or would result therefrom;
therefrom (iii) make any payment on account including under Section 8.10 hereof), up to $10,000,000 in the aggregate of such Indebtedness that has been contractually subordinated in right of payment if and to the Obligations if such payment is not extent identified in an Officer's Certificate by Administrative Borrower to Agent as permitted at such time under this clause (ii) of Section 7.8(b), which Officer's Certificate shall be accompanied by evidence, satisfactory to Agent in its Permitted Discretion, that (y) the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such paymentprepayment, redemption, defeasance, purchase, or a Default or Event other acquisition of Default would result from any such paymentIndebtedness, together with all other prior and concurrent prepayments, redemptions, defeasances, purchases, and other acquisitions of such Indebtedness under this clause (ii), do not exceed $10,000,000, and (yz) unless Borrowers have provided Lender with written notice the prepayment, redemption, defeasance, purchase, or other acquisition of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orIndebtedness is permitted under the Indenture; and
(bc) Directly Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
conditions of (i) any Senior Note Document, or (ii) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses Sections 7.1(b) or (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.
Appears in 1 contract
Sources: Loan and Security Agreement (Riviera Holdings Corp)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Parent or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
, and (iiC) make any payment Indebtedness issued pursuant to the Senior Floating Rate Notes Indenture (1) in connection with the conversion of any such Indebtedness to Stock of Parent (other than the ObligationsProhibited Preferred Stock) ifso long as (x) such conversion is on terms and conditions reasonably satisfactory to Agent, after giving effect to any such payment, any (y) no Default or Event of Default has shall have occurred and is be continuing either before or after giving effect thereto, and (z) such conversion would not result therefrom;in materially adverse tax consequences to Parent or any of its Subsidiaries, or (2) solely with proceeds from the issuance of Stock of Parent so long as (u) Borrowers shall not have any outstanding Advances during the 30 day period immediately before and the 30 day period immediately after giving thereto, (v) Agent shall be satisfied that no trade payables of Parent or any of its Subsidiaries are aged in excess of historical levels and no book overdrafts of Parent or any of its Subsidiaries are aged in excess of historical levels immediately prior to giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing either before or after giving effect thereto and (y) Parent shall have provided Agent with a written certificate, supported by detailed calculations, that on a pro forma basis, Parent and its Subsidiaries are projected to be in compliance with the financial covenants set forth in Section 7 for the six month period immediately after giving effect thereto,
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect , other than Indebtedness issued pursuant to the Investor Debt Senior Subordinated Notes Indenture in connection with the conversion of such Indebtedness to Stock of Parent (xother than Prohibited Preferred Stock) if a so long as (A) no Default or Event of Default is existing prior to any such payment, shall have occurred and be continuing either before or a Default or Event of Default would result from any such paymentafter giving effect thereto, and (yB) unless Borrowers have provided Lender with written notice Excess Availability of not less than $15,000,000 both before and after giving effect thereto, or
(iii) make any such proposed payment at least three (3) Business Days prior on account of Indebtedness owing to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfiedInactive Subsidiary, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (ef), (h) and (fi) of the definition of Permitted Indebtedness;Indebtedness and (D) Indebtedness permitted under clause (l) of the definition of Permitted Indebtedness in connection with Permitted Indenture Amendments,
(ii) any Material Contract except (A) to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; the Lenders or (B) amendments, modifications or changes to the license agreements set forth on Schedule P-1 in connection with Permitted Dispositions under clause (j) of the definition of Permitted Dispositions, or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) repayment, in full, of the outstanding principal, accrued interest, and accrued fees and expenses owing under or in connection with the Existing Credit Facility, as permitted by Section 6.11, (C) payment of secured Indebtedness that becomes due as a result of (or is otherwise required to effectuate) any Permitted Disposition of the assets securing such Indebtedness, (D) repayment, in full, of secured Indebtedness so long as the Lien securing such Indebtedness is terminated and by virtue thereof the assets previously securing such Indebtedness become Collateral; provided that (x) no Event of Default shall have occurred and be continuing immediately prior to any such repayment and (y) the aggregate principal amount of the secured Indebtedness so repaid shall not exceed $2,500,000 in any fiscal year, and (E) Permitted Intercompany Advances;, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) h), (j), (k), (r), and (fu) of the definition of Permitted Indebtedness;Indebtedness and (D) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness not otherwise referred to in this clause (b)(i) if such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders; provided that amendments, modifications and changes made in respect of Permitted Indebtedness which is the subject of refinancing meeting the requirements of Refinancing Indebtedness shall be deemed to not be materially adverse to the interests of the Lenders,
(ii) any Material Contract (other than those concerning Permitted Indebtedness governed by the foregoing clause (b)(i)) except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; the Lenders, or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Credit Agreement (Usa Truck Inc)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part the principal amount of any Indebtedness of any Loan Party or its Subsidiaries (and, for the avoidance of doubt, any mandatory prepayment or redemption of its SubsidiariesIndebtedness arising by virtue of any requirements under the terms thereof in respect of mandatory prepayments or offers to repay or redeem in connection with any asset sale, recovery event, change of control, or similar event shall not be prohibited hereunder), other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness Advances (other than of the Obligationstype described in clause (c) ifof such definition), (C) any Indebtedness in an amount not to exceed $10,000,000 in the aggregate during the term of this Agreement so long as, as of the date of any such payment and after giving effect to any such paymentthereto, any no Default or Event of Default has shall exist or have occurred and is continuing be continuing, and (D) any other Indebtedness (including Permitted Intercompany Advances of the type described in clause (c) of such definition) so long as (1) the Payment Conditions are satisfied, (2) Agent shall have received no less than three (3) Business Days prior written notice of such transaction or would result therefrom;payment (or such shorter period as Agent may agree) and (3) Agent shall have received a Payment Conditions Certificate, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any conditions for such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfiedIndebtedness, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that is contractually subordinated to the Obligations (other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that unless such amendment, modification, modification or change could not, individually or in the aggregate, not reasonably be expected to be materially adverse to the interests of Lender; orthe Lenders,
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or
(iii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(ia) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Parent, Borrower, or any of its Borrower's Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement; provided, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) ifhowever, after giving effect to any such payment, any that so long as no Default or Event of Default has occurred and is continuing or would result therefrom;, (i) Parent may prepay the Indebtedness described in Section 6.1(i) with the Net Cash Proceeds of the Permitted Parent Indebtedness that is incurred on or before December 31, 2005, or a Parent Rights Offering, and (ii) Parent may prepay the Second Lien Indebtedness with the Net Cash Proceeds of the Permitted Parent Indebtedness that is incurred on or before December 31, 2005,
(b) make any mandatory payment (if any) on account of (i) the Second Lien Indebtedness to the extent prohibited under the Intercreditor Agreement, (ii) the Indebtedness evidenced by the Subordinated Notes to the extent prohibited under the terms of the Subordinated Notes, or (iii) make any payment on account of other Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(bc) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
conditions (i) the Second Lien Loan Documents (to the extent that such amendment, modification, alteration, increase or change is prohibited under the Intercreditor Agreement), or (ii) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 6.1(b), (c), (g), or (h); provided, however, that Parent, Borrower, or any of Borrower's Subsidiaries may directly or indirectly amend, modify, alter, increase, or change any of the terms of conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than permitted under Sections 6.1(b), (c), or (h) so long as (A) such amendment, modification, alteration, increase or change does not result in an increase in the Obligations in accordance with this Agreement or a Bank Product Agreementprincipal amount of such Indebtedness, (B) Permitted Intercompany Advancesafter giving effect to such proposed amendment, and modification, alteration, increase or change, the interest rate with respect to such Indebtedness is consistent with market terms then existing, (C) Indebtedness permitted under clauses (c)such amendment, (e) and (f) modification, alteration, increase or change does not result in a shortening of the definition average weighted maturity of Permitted Indebtedness;
such Indebtedness (ii) any Material Contract except to the extent provided, however, that such amendment, modification, alteration, increase or change could notmay result in a shortening of the average weighted maturity of the Indebtedness so refinanced, individually renewed, or extended so long as the maturity for all of the principal that is due in respect of such Indebtedness is a date that is at least 1 year after the aggregateMaturity Date), reasonably be expected to be materially adverse (D) if the Indebtedness that is the subject of such amendment, modification, alteration, increase or change was subordinated in right of payment to the interests Obligations, then after giving effect to such amendment, modification, alteration, increase or change, the subordination terms and conditions of Lender; or
such Indebtedness must be at least as favorable to the Lender Group as those that were applicable to the Indebtedness prior to such amendment, modification, alteration, increase or change, and (iiiE) the Governing Documents Indebtedness that is the subject of such amendment, modification, alteration, increase or change is not recourse to any Loan Party or any Person that is liable on account of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse Obligations other than those Persons which were obligated with respect to the interests Indebtedness that is subject of Lendersuch amendment, modification, alteration, increase or change.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Earn-outs, Permitted Senior Unsecured Debt Refinancings and Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Parent or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or.
(ivb) make Except with respect to Earn-outs and the Obligations, directly or indirectly, amend, modify, or change any of the terms or provisions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness (other than (x) Permitted Intercompany Advances and (y) Indebtedness permitted under clauses (c), (e), (f), (h), (i), (j), (k), (l), (m), (r) and (s) of the definition of Permitted Indebtedness) if (1) such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Permitted Indebtedness, (2) would increase the interest rate applicable to such Permitted Indebtedness, (3) would change the subordination provision, if any, of such Permitted Indebtedness, or (4) would otherwise be adverse to the Lenders or the issuer of such Permitted Indebtedness in any material respect; provided that, notwithstanding the foregoing, the Senior Unsecured Debt Documents shall not amended, modified or supplemented to (A) increase the maximum principal amount of the Senior Unsecured Debt; provided that, the maximum principal amount of the Senior Unsecured Debt may be increased so long as (1) after giving effect to such increase the aggregate principal amount of the Senior Unsecured Debt outstanding does not exceed $700,000,000 at any time and (2) TTM EBITDA for the most recently ended fiscal month for which Agent has received a monthly report pursuant to Schedule 5.1 prior to such increase is equal to or greater than $105,000,000, (B) increase the rate of interest on any of the Senior Unsecured Debt, (C) change the dates upon which payments of principal or interest on the Senior Unsecured Debt are due, (D) change or add any event of default or any covenant with respect to the Investor Senior Unsecured Debt, (E) change any redemption or prepayment provisions of the Senior Unsecured Debt, (F) alter the subordination provisions with respect to the Senior Unsecured Debt, including, without limitation, subordinating the Senior Unsecured Debt to any other indebtedness, (xG) take any liens or security interests in any assets of any Loan Party, or (H) change or amend any other term of the Senior Unsecured Debt Documents if a Default such change or amendment would result in an Event of Default is existing prior Default, increase the obligations of any Loan Party or confer additional material rights on any holder of the Senior Unsecured Debt in a manner adverse to any such paymentLoan Party, Agent or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orLenders.
(bc) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendmentthe effect thereof, modification, or change could not, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of Lender; result in a Material Adverse Change, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Credit Agreement (MDC Partners Inc)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,6.1 or a conversion to or exchange for Qualified Equity Interests:
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or its Subsidiaries, except that a Loan Party or such Subsidiary may optionally prepay, redeem, defease, purchase, or otherwise acquire any of its Subsidiaries, other than Indebtedness consisting of (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Hedge Obligations, (C) Indebtedness arising from Permitted Intercompany Advances;, or (D) other Indebtedness (other than Subordinated Indebtedness) so long as on the date of any such prepayment, redemption, defeasance, purchase or other acquisition of such other Indebedness, and immediately after giving effect thereto, each of the Payment Conditions is satisfied, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Subordinated Indebtedness or any other Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (CD) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;, or
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Organization Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Abl Credit Agreement (Cross Country Healthcare Inc)
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to:
(a) Except except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or its Subsidiaries consisting of Indebtedness permitted under clauses (f), (p), (q), (t), (u), (v), (z) or (aa) of the definition of Permitted Indebtedness, or any of its Subsidiariesother Indebtedness with an outstanding amount greater than $25,000,000 that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Obligations, other than in all such cases, prior to the maturity date applicable to such Indebtedness, except (A) any prepayment, redemption, defeasance, purchase or other acquisition with Qualified Equity Interests so long as at the Obligations in accordance with this Agreement time of such prepayment, redemption, defeasance, purchase or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any acquisition no Default or Event of Default has occurred and is continuing or would result therefrom;, (B) any prepayment, redemption, defeasance, purchase or other acquisition with the net cash proceeds of an issuance of Qualified Equity Interests within 60 days of such issuance (or such later date as agreed to by the Agent in its sole discretion)) so long as (1) at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the net cash proceeds of such issuance of Qualified Equity Interests are maintained in a segregated Deposit Account subject to the “control” of the Agent until the earlier of (a) application toward such prepayment, redemption, defeasance, purchase or other acquisition and and (b) the date that is 60 days after such issuance, (C) any prepayment, redemption, defeasance, purchase or other acquisition so long as, at the time of such prepayment, redemption, defeasance, purchase or other acquisition, no Default or Event of Default has occurred and is continuing or would result therefrom and either (1) the Payment Conditions are satisfied at such time or (2) for each of the 30 consecutive days immediately preceding such prepayment, redemption, defeasance, purchase or other acquisition, and both before and after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, (x) no Loans are outstanding and (y) Liquidity is at least $500,000,000; provided, further that the foregoing conditions under this clause (C) shall not be required to be satisfied with respect to prepayments, redemptions, defeasances, purchases or other acquisitions of any such Indebtedness in an aggregate principal amount (for all such prepayments, redemptions, defeasances, purchases or other acquisitions) of up to the greater of (x) $200,000,000 and (y) 1.5% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during the term of this Agreement and (D) any prepayment, redemption, defeasance, purchase or other acquisition of the Convertible Notes with Qualified Equity Interests; provided that this Section 6.6(a)(i) shall not apply to any prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes to the extent such event or condition occurs as a result of (x) the satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) or the exercise by a holder of the Convertible Notes of a conversion right resulting from the satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) (it being understood that any such prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes made in cash in reliance on this clause (x) shall be subject to satisfaction of the Payment Conditions at the time thereof, other than prepayments, redemptions, defeasances, purchases or other acquisitions (i) of less than $60,000,000 in the aggregate during the term of this Agreement, or (ii) paid in lieu of fractional shares)) or (y) a required repurchase under the Convertible Notes; provided further that nothing in this Section 6.6 shall prohibit the payment of Indebtedness permitted under this Agreement at the time of the final maturity of the obligations under such Indebtedness, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (cf), (ep), (q), (t), (u), (v), (z) and or (faa) of the definition of Permitted Indebtedness (A) if such Indebtedness could not have been incurred (including as Refinancing Indebtedness;
) on such terms (without limiting clause (ii) any Material Contract except to the extent that below) or (B) if such amendment, modification, modification or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to affect the interests of Lender; the Lenders adversely in any material respect, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries Subsidiaries, the Existing Senior Notes, the Convertible Notes or the Senior Secured Notes, in each case if the effect thereof, either individually or in the aggregate, could would reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Cleveland-Cliffs Inc.)
Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except do any of the following:
(i) except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) 6.1, optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness (other than the Term Loan Debt or ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, each of any Loan Party which shall be subject to the restrictions in clause (ii) below) of Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;,
(ii) optionally prepay, redeem, defease, purchase, or otherwise acquire, any Term Loan Debt, 2016 Bond Debt or Bond Debt or make any payment mandatory prepayment redemption, defeasance purchase or acquisition of any Indebtedness Term Loan Debt or ▇▇▇▇ ▇▇▇▇ ▇▇▇▇; provided, that Borrower may make optional and mandatory prepayments of the Term Loan Debt in accordance with the terms of the Term Loan Agreement, as in effect on the Seventh Amendment Effective Date (other than the Obligations) if, after without giving effect to any such paymentamendment or waiver of the terms thereof), any Default or Event of Default has occurred and is continuing or would result therefrom;or
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;, (D) the 2016 Bond Documents only to the extent permitted by clause (iv) below, and (E) the Term Loan Documents only to the extent permitted by clause (iii) below,
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders,
(iii) any Term Loan Document if any such amendment, modification or change shall, without the prior written consent of Agent (which it shall be authorized to provide based upon an affirmative vote of the Required Lenders) (except with respect to any Conforming Amendment (as defined in the Pari Passu Intercreditor Agreement); provided that any Conforming Amendment shall maintain an equivalent proportionate difference between dollar amounts or ratio, as the case may be, in the relevant provision in the Term Loan Documents and those in the corresponding covenant in the Loan Documents, to the extent that such difference exists between the Term Loan Agreement and this Agreement on the date hereof):
(A) contravene the provisions of the Pari Passu Intercreditor Agreement;
(B) change any financial covenant in a manner adverse to Loan Parties thereunder (it being understood that any waiver of any default or Event of Default under the Term Loan Documents arising from the failure to comply with any financial covenant, in and of itself, shall not be deemed to be adverse to Loan Parties);
(C) change any default or Event of Default thereunder in a manner adverse to Loan Parties thereunder (it being understood that any waiver of any such default or Event of Default, in and of itself, shall not be deemed to be adverse to Loan Parties); or
(D) increase the non-monetary obligations of the Loan Parties thereunder or confer any additional rights on the holders of the Term Loan Debt that would be adverse to the Lenders;
(iv) any 2016 Bond Document if any such amendment, modification or change shall be prohibited by, or not permitted under the terms of, the Second Lien Intercreditor Agreement.
(d) Section 6.10(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(e) [Intentionally Omitted].
Appears in 1 contract
Sources: Credit Agreement (Nuverra Environmental Solutions, Inc.)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(ia) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Parent, Borrower, or any of its Borrower’s Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement; provided, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) ifhowever, after giving effect to any such payment, any that so long as no Default or Event of Default has occurred and is continuing or would result therefrom;, (i) Parent may prepay the Indebtedness described in Section 6.1(i) with the Net Cash Proceeds of the Permitted Parent Indebtedness that is incurred on or before December 31, 2005, or a Parent Rights Offering, and (ii) Parent may prepay the Second Lien Indebtedness with the Net Cash Proceeds of the Permitted Parent Indebtedness that is incurred on or before December 31, 2005,
(b) make any mandatory payment (if any) on account of (i) the Second Lien Indebtedness to the extent prohibited under the Intercreditor Agreement, (ii) the Indebtedness evidenced by the Subordinated Notes to the extent prohibited under the terms of the Subordinated Notes, or (iii) make any payment on account of other Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(bc) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
conditions (i) the Second Lien Loan Documents (to the extent that such amendment, modification, alteration, increase or change is prohibited under the Intercreditor Agreement), or (ii) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 6.1(b), (c), (g), or (h); provided, however, that Parent, Borrower, or any of Borrower’s Subsidiaries may directly or indirectly amend, modify, alter, increase, or change any of the terms of conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than permitted under Sections 6.1(b), (c), or (h) so long as (A) such amendment, modification, alteration, increase or change does not result in an increase in the Obligations in accordance with this Agreement or a Bank Product Agreementprincipal amount of such Indebtedness, (B) Permitted Intercompany Advancesafter giving effect to such proposed amendment, and modification, alteration, increase or change, the interest rate with respect to such Indebtedness is consistent with market terms then existing, (C) Indebtedness permitted under clauses (c)such amendment, (e) and (f) modification, alteration, increase or change does not result in a shortening of the definition average weighted maturity of Permitted Indebtedness;
such Indebtedness (ii) any Material Contract except to the extent provided, however, that such amendment, modification, alteration, increase or change could notmay result in a shortening of the average weighted maturity of the Indebtedness so refinanced, individually renewed, or extended so long as the maturity for all of the principal that is due in respect of such Indebtedness is a date that is at least 1 year after the aggregateMaturity Date), reasonably be expected to be materially adverse (D) if the Indebtedness that is the subject of such amendment, modification, alteration, increase or change was subordinated in right of payment to the interests Obligations, then after giving effect to such amendment, modification, alteration, increase or change, the subordination terms and conditions of Lender; or
such Indebtedness must be at least as favorable to the Lender Group as those that were applicable to the Indebtedness prior to such amendment, modification, alteration, increase or change, and (iiiE) the Governing Documents Indebtedness that is the subject of such amendment, modification, alteration, increase or change is not recourse to any Loan Party or any Person that is liable on account of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse Obligations other than those Persons which were obligated with respect to the interests Indebtedness that is subject of Lendersuch amendment, modification, alteration, increase or change.
Appears in 1 contract
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Hedge Obligations, or (C) Permitted Intercompany Advances;
Advances to the extent provided in the Intercompany Subordination Agreement, (iiD) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or so long as no Event of Default has occurred and is continuing continuing, other Indebtedness in an aggregate amount not to exceed $500,000 in any one fiscal year or would result therefrom;$2,500,000 in the aggregate during the term of the Agreement, or (E) any Indebtedness so long as the Payment Conditions are satisfied, oror
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) if the Obligations in accordance with this Agreement or a Bank Product Agreementeffect thereof, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender; orthe Lenders,
(ii) the Senior Secured Note Documents to the extent that such amendment, modification or change (A) would make any of the covenants or defaults or events of default set forth in the Senior Secured Note Documents more restrictive as to Parent or any of its Subsidiaries than the covenants and defaults or events of default set forth in the Senior Secured Note Documents, in each case, as in effect on Closing Date, (B) would change to earlier dates any dates upon which payments of principal or interest are due thereon, (C) would change the redemption, mandatory prepayment, or defeasance provisions thereof, (D) would restrict any Loan Party from making payments of the Obligations that would otherwise be permitted under the Senior Secured Note Documents as in effect on the date hereof, or (E) would increase the cash pay portion of any interest rate by more than 3.00 percentage points per annum or add any recurring fees,
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or
(iv) any Material Contract except to the extent that such amendment, modification, or change could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Forbearance Agreement and Amendment (Salem Media Group, Inc. /De/)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) 6.1, optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than than
(Ai) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment payments in respect of any the ABL Indebtedness except to the extent prohibited by the terms of the Intercreditor Agreement; and
(other than iii) Permitted Intercompany Advances; provided that the ObligationsLoan Parties may optionally prepay or redeem Indebtedness, in an aggregate amount not to exceed the portion, if any, of the Available Amount that the Loan Parties elect to use to prepay or redeem such Indebtedness, such election to be specified in a written notice of an Authorized Person of the Administrative Borrower calculating in reasonable detail the amount of the Available Amount immediately prior to such election and the amount thereof to be so applied; provided, that each of the following conditions is satisfied: (i) if, after giving effect to any such payment, any Default or no Event of Default has occurred and or is continuing or of would result therefrom;
, and (iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment after giving pro forma effect to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt or redemption, (x) if a Default or Event of Default is existing the Fixed Charge Coverage Ratio for the latest Measurement Period ending prior to any such payment, or a Default or Event of Default would result from any such paymentdate shall be at least 1.10 to 1.00, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days the Total Net Leverage Ratio for the latest Measurement Period ending prior to any such payment together with such information that Lender may reasonably request date shall be no greater than 3.00 to confirm that clause (x) of this paragraph will be satisfied1.00, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) the ABL Documents to the extent not prohibited by the Intercreditor Agreement, (C) Permitted Intercompany Advances, and (CD) Indebtedness permitted under clauses (c), (e) and (f) of the definition of “Permitted Indebtedness;”, or
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Credit Agreement (Independence Contract Drilling, Inc.)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1 or with Qualified Equity Interests,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Hedge Obligations, (C) Permitted Intercompany Advances;, (D) the 2023 Senior Notes, so long as (1) such payment is made solely with Pass-Through Proceeds or Excluded Equity Proceeds, (2) at the time such payment on the 2023 Senior Notes is made and immediately after giving effect thereto, no Event of Default exists, (3) the Administrative Borrower shall have given Agent prior written notice of such payment, and (4) on the date on which such payment is made, the Administrative Borrower shall have provided Agent with a certificate of a Responsible Officer regarding such payment in which such Responsible Officer (aa) certifies that the conditions precedent to such payment set forth in the foregoing clauses (1) through (3) have been satisfied; (bb) demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted either (x) Pass-Through Proceeds (including by demonstrating that such proceeds satisfy the conditions set forth in the definition of “Pass-Through Proceeds”) or (y) demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted Excluded Equity Proceeds (including by demonstrating that such proceeds satisfy the conditions set forth in the definition of “Excluded Equity Proceeds”); and (cc) attaches thereto a Pass-Through Proceeds Accounting or Excluded Equity Accounting, as applicable (all of which shall be prepared as of the date on which such payment is to be made and after giving effect thereto), with respect to all proceeds used to make such payment, or (E) any Indebtedness so long as the Payment Conditions are satisfied, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (CD) Indebtedness permitted under clauses (c), (e) h), and (fk) of the definition of “Permitted Indebtedness;
(ii) any Material Contract except to ” if the extent that such amendmenteffect thereof, modification, or change could not, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender; the Lenders, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 7.1,
(i) optionally prepay (whether partially or fully7.1(d), prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its SubsidiariesBorrower, other than (Ai) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness the Second Lien Obligations to the extent expressly permitted by the Intercreditor Agreement, (other than iii) the ObligationsExisting Subordinated Debt in accordance with the terms hereof and the Existing Indenture provided that (A) if, after giving effect to any such payment, any no Default or Event of Default has occurred or will be caused thereby and is continuing (B) not more than $2,400,000 from the proceeds of Advances shall be used for payments or would result therefrom;
(iii) make any payment on account prepayments of Indebtedness that has been contractually subordinated in right principal of payment to the Obligations if such payment is not permitted at such time under the subordination terms Existing Subordinated Debt, and conditions; or
(iv) make any payment with respect Indebtedness under Permitted Affiliate Transactions to the Investor Debt (x) if a Default or Event of Default extent the repayment thereof is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orpermitted by the Intercompany Subordination Agreement;
(b) Directly Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement Existing Subordinated Debt or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) any Indebtedness permitted under clauses Sections 7.1(b) or (c); and
(c) Directly or indirectly, (e) and (f) amend, modify, alter, increase, or change any of the definition terms or conditions of Permitted Indebtedness;
(ii) any Material Contract Second Lien Debt Documents, except to the extent that permitted under the Intercreditor Agreement; provided, that, in the event any such amendment, modification, modification or change could not, individually or results in the aggregateaddition of any event of default, reasonably be expected to be materially adverse representation, warranty or any covenant with respect to the interests Second Lien Obligations or modifies any existing event of Lender; or
(iii) default, representation, warranty or covenant which would have the Governing Documents effect of any Loan Party making such event of default, representation, warranty or covenant more restrictive as to Borrowers or any of its Subsidiaries if the them, then, upon request by Agent, Borrowers shall effect thereof, either individually a similar amendment or in the aggregate, could reasonably be expected to be materially adverse modification to the interests of Lenderapplicable Loan Document which shall maintain any “cushion” between the Second Lien Debt Documents and the Loan Documents in existence prior to such amendment or modification.”
Appears in 1 contract
Sources: Loan Agreement (Cellstar Corp)
Prepayments and Amendments. US Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1 or if the Payment Conditions are satisfied,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party US Borrower or any of its Subsidiaries, other than (A) prepayments of the Obligations in accordance with this Agreement Agreement, (B) prepayments, redemptions, defeasement, purchases or a Bank Product Agreementacquisitions of Permitted Intercompany Advances, and (BC) Permitted Intercompany Advances;
prepayments of Indebtedness of US Borrower or its Subsidiaries under the IBM Financing Agreement so long as, with respect to this clause (ii) make any payment of any Indebtedness (other than the Obligations) ifC), after giving effect to any such payment, any Default or no Event of Default has occurred and is continuing continuing, or would result therefrom;therefrom and Excess Availability exceeds $5,000,000 after giving effect to such prepayment, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to any of the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfiedconditions applicable thereto, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, Advances and (C) Indebtedness permitted under clauses (a), (c), (eg), (h), (i), (k), (l), (m), (t) and or (fu) of the definition of Permitted Indebtedness, in each of (A), (B) and (C), to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders;
(ii) any Material Contract the IBM Financing Agreement or the Citi Factoring Agreement, except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; the Lenders, or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Credit Agreement (Ciber Inc)
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to:
(a) Except except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or its Subsidiaries consisting of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (aa) of the definition of Permitted Indebtedness, or any of its Subsidiariesother Indebtedness with an outstanding amount greater than $25,000,000 that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Obligations, other than in all such cases, prior to the maturity date applicable to such Indebtedness, except (A) any prepayment, redemption, defeasance, purchase or other acquisition with Qualified Equity Interests so long as at the Obligations in accordance with this Agreement time of such prepayment, redemption, defeasance, purchase or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any acquisition no Default or Event of Default has occurred and is continuing or would result therefrom;, (B) any prepayment, redemption, defeasance, purchase or other acquisition with the net cash proceeds of an issuance of Qualified Equity Interests within 60 days of such issuance (or such later date as agreed to by the Agent in its sole discretion)) so long as (1) at the time of such prepayment, redemption, defeasance, purchase or other acquisition no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the net cash proceeds of such issuance of Qualified Equity Interests are maintained in a segregated Deposit Account subject to the “control” of the Agent until the earlier of (a) application toward such prepayment, redemption, defeasance, purchase or other acquisition and (b) the date that is 60 days after such issuance, (C) any prepayment, redemption, defeasance, purchase or other acquisition so long as, at the time of such prepayment, redemption, defeasance, purchase or other acquisition, no Default or Event of Default has occurred and is continuing or would result therefrom and either (1) the Payment Conditions are satisfied at such time or (2) for each of the 30 consecutive days immediately preceding such prepayment, redemption, defeasance, purchase or other acquisition, and both before and after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, (x) no Loans are outstanding and (y) Liquidity is at least $500,000,000; provided, further that the foregoing conditions under this clause (C) shall not be required to be satisfied with respect to prepayments, redemptions, defeasances, purchases or other acquisitions of any such Indebtedness in an aggregate principal amount (for all such prepayments, redemptions, defeasances, purchases or other acquisitions) of up to the greater of (x) $200,000,000 and (y) 1.5% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during the term of this Agreement and (D) any prepayment, redemption, defeasance, purchase or other acquisition of the Convertible Notes with Qualified Equity Interests; provided that this Section 6.6(a)(i) shall not apply to any prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes to the extent such event or condition occurs as a result of (x) the satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) or the exercise by a holder of the Convertible Notes of a conversion right resulting from the satisfaction of a conversion contingency pursuant to the Convertible Notes (as in effect on the date hereof) (it being understood that any such prepayment, redemption, defeasance, purchase, or other acquisition of the Convertible Notes made in cash in reliance on this clause (x) shall be subject to satisfaction of the Payment Conditions at the time thereof, other than prepayments, redemptions, defeasances, purchases or other acquisitions (i) of less than $60,000,000 in the aggregate during the term of this Agreement, or (ii) paid in lieu of fractional shares)) or (y) a required repurchase under the Convertible Notes; provided further that nothing in this Section 6.6 shall prohibit the payment of Indebtedness permitted under this Agreement at the time of the final maturity of the obligations under such Indebtedness, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly except in connection with the Transactions or any Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c▇), (e▇), (▇), (▇), (▇), (▇), (▇) and or (faa) of the definition of Permitted Indebtedness (A) if such Indebtedness could not have been incurred (including as Refinancing Indebtedness;
) on such terms (without limiting clause (ii) any Material Contract except to the extent that below) or (B) if such amendment, modification, modification or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to affect the interests of Lender; the Lenders adversely in any material respect, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries Subsidiaries, the Existing Senior Notes, the Convertible Notes or the Senior Secured Notes, in each case if the effect thereof, either individually or in the aggregate, could would reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Cleveland-Cliffs Inc.)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 7.1SECTION 6.1(d),
(ia) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of (collectively, a "PREPAYMENT") any Indebtedness of any Loan Party Parent or any Subsidiary of its SubsidiariesParent, other than (Ai) the Obligations in accordance with this Agreement or a Bank Product Agreement, (ii) in accordance with the Restructuring Documents as in effect on the Closing Date without any modification or amendment thereof, and (iii) additional Prepayments in an amount not to exceed $750,000 (or $1,000,000 if the sum of Borrowers' Excess Availability plus Qualified Cash shall be equal to at least $5,000,000, both immediately prior to and immediately after giving effect to any such Prepayment) for any individual Prepayment or in any calendar year or $3,000,000 in the aggregate over the term of this Agreement so long as (A) no Default or Event of Default shall have occurred and be continuing and (B) Permitted Intercompany Advances;the sum of Borrowers' Excess Availability plus Qualified Cash shall be equal to at least $4,000,000, in each case both immediately prior to and immediately after giving effect to any such Prepayment,
(iib) make any payment on account of any Indebtedness (Subordinated Indebtedness, other than (i) to the Obligationsextent permitted under clause (a)(iv) ifabove with respect to the Indenture Notes, (ii) so long as no Default or Event of Default shall have occurred and be continuing immediately prior to or after giving effect to any such payment, (A) interest (but not including any Default default interest) due and payable on the Indenture Notes (as in effect on the Closing Date without any modification or Event of Default has occurred amendment thereof) and is continuing (B) payments due and payable on the Tower Litigation Note (as in effect on the Closing Date without any modification or would result therefrom;
amendment thereof), and (iii) make any payment on account payments permitted to ▇▇▇▇▇▇ ▇▇▇▇▇ in respect of Indebtedness that has been contractually subordinated in right of payment the ▇▇▇▇▇▇ ▇▇▇▇▇ Shareholder Note solely to the Obligations if such payment is not extent permitted at such time under the subordination terms and conditions; or▇▇▇▇▇▇ ▇▇▇▇▇ Subordination Agreement,
(ivc) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly directly or indirectly, amend, modifymodify , alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (Apermitted under SECTION 6.1(B) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) (other than amendments, modifications or changes to Indebtedness permitted under clauses evidenced by, or any instrument or agreement constituting, an Indenture Document, which shall be governed by clause (cd) below), or
(ed) agree to (i) any amendment or other change to or waiver of any of its rights under any Indenture Document that is adverse to the Agent and (f) of the definition of Permitted Indebtedness;
Lenders or (ii) any material amendment or other material change to or material waiver of any of its rights under any Management Agreement, Restructuring Document or other Material Contract except to (including the extent GE Master Lease Agreement) that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially is adverse to the interests of Lender; or
(iii) Agent and the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of LenderLenders.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise optionally acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) the Senior Revolving Indebtedness in accordance with the Senior Revolving Credit Agreement, (C) Capital Leases, (D) Permitted Intercompany Advances;
, (iiE) make any payment prepayments of any Indebtedness (other than Subordinated Indebtedness) in an aggregate amount not to exceed $250,000 during the Obligationsterm of this Agreement and (F) if, after giving effect payments of principal of the Subordinated Canadian Holdco Note and the Subordinated CBCL Note solely in amounts necessary to any permit the payment of all Canadian withholding taxes due and payable with respect to such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;notes,
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make provided, that any payment with respect to on account of the Investor Debt (x) Subordinated Indebtedness may be made if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with is permitted at such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfiedtime under the Subordination Agreement, or
(b) Directly Except in connection with Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;, (D) the Senior Revolving Loan Documents, except as otherwise prohibited by the terms of the Intercreditor Agreement, and (E) Subordinated Loan Documents, except as otherwise prohibited by the terms of the Subordination Agreement,
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or
(iii) the Acquisition Agreement, without the prior written consent of Agent and the Required Lenders, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.
Appears in 1 contract
Sources: Senior Term Loan Credit Agreement (Bumble Bee Capital Corp.)
Prepayments and Amendments. Each Borrower will not, and will not permit any Loan Party Subsidiary to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, optionally redeem, optionally defease, optionally purchase, or otherwise optionally acquire all or any part of any Indebtedness of any Borrower or any Loan Party or any of its SubsidiariesSubsidiary, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
, (iiC) make any payment prepayments of any Indebtedness so long as the Payment Conditions are satisfied, (D) prepayments, redemptions, purchases or acquisitions of Indebtedness with the proceeds of Equity Interests issued by Worldwide, and (E) other than prepayments, redemptions, purchases or acquisitions of Indebtedness not to exceed $10,000,000 in the Obligations) if, after giving effect to aggregate during any such payment, any Default or fiscal year so long as no Event of Default has shall have occurred and is be continuing or would result therefrom;, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:,
(i) (A) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses clause (c), (e) and (fb) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent Indebtedness that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; Lenders, or (B) Indebtedness that has been contractually subordinated in right of payment to the Obligations if such amendment, modification or change is not permitted at such time under the subordination terms and conditions,
(ii) the Notes Debt in a manner that (A) increases the "Applicable Margin" or similar component of the cash pay portion of any interest rate by more than 3.00 percentage points per annum (excluding increases resulting from the accrual of interest at the default rate and provided that the interest rate for any Refinancing Indebtedness in respect of the Notes Debt shall reflect the <“>"market interest rate<”>" for such Refinancing Indebtedness at the time such Refinancing Indebtedness is entered into) or add any new recurring fees, (B) directly prohibits or restricts the payment of principal of, interest on, or other amounts payable with respect to the Obligations to a greater extent than the same is prohibited or restricted by the Notes Indenture as in effect on the date hereof, (C) shortens the final scheduled maturity date of the Notes Debt or any Refinancing Indebtedness in respect thereof, (D) shortens the amortization of any portion of the Notes Debt, or (E) changes the mandatory prepayment provisions of the Notes Indenture or adds any mandatory prepayments thereto other than any such change or additional mandatory prepayment that (x) is made in connection with Refinancing Indebtedness of the Notes Debt and (y) reflects "market prepayment provisions" at the time such Refinancing Indebtedness is entered into, and then only so long as (A) such change does not alter the rights of the Loan Parties in respect of the Collateral and (B) a conforming change is made to the Loan Documents upon the request of the Agent, or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all the Preferred Equity or the Seller Debt;
(ii) optionally prepay, redeem, defease, purchase, or otherwise acquire any part of any other Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;; or
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) The Prepetition Revolving Loan Documents or DIP Revolving Loan Documents to the extent that such amendment, modification, or change constitutes a Prohibited Revolving Amendment,
(ii) The Senior Note Documents to the extent that such amendment, modification, or change constitutes a Prohibited Senior Notes Amendment,
(iii) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that is not already referenced in clauses (i) or (ii) above other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eg), (i) and (fj) of the definition of Permitted Indebtedness;,
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iiiiv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or
(v) any Material Contract that is not already referenced in clause (i), (ii), or (iii) above, except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders.
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Erickson Inc.)
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;,
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or
(iii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders; provided that any amendment, modification or change that increases the amount payable by any Loan Party under the Chinese Contract Services Agreement or any Chinese Contact Manufacturing Services Agreement (other than an increase in the amount payable by any Loan Party under any contracts due to an amendment, modification or change in the cost plus percentage rate, so long as the cost plus percentage rate does not exceed 8% unless consented to in writing by Agent) imposes any additional obligations on any Loan Party shall be considered materially adverse to the interests of the Lenders.
Appears in 1 contract
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries or Parent to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,6.1; provided that any Refinancing Indebtedness of the Term Loan Credit Agreement shall be subject to the terms of the Intercreditor Agreement and shall not have maturity date prior to the maturity date of (or have shorter weighted average life to maturity than) the Term Loan Credit Agreement on the Closing Date.
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of Parent, any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
provided that the foregoing shall not prohibit any such payment, prepayment, redemption, defeasance, purchase, or acquisition (iv) make any payment with respect to the Investor Debt (xa “Prepayment”) if a (i) no Default or Event of Default is existing prior to any such payment, shall have occurred and be continuing or a Default or Event of Default would result from any therefrom, (ii) (A) Excess Availability on the date of such paymentPrepayment (calculated on a pro forma basis after giving effect to such Prepayment), Average Excess Availability for the 30 consecutive days immediately preceding such Prepayment and (on a projected basis) for the 30 consecutive days immediately following such Prepayment (each calculated on a pro forma basis after giving effect to such Prepayment), in each case, shall not be less than the greater of (x) 33% of the Maximum Revolver Amount and (y) unless Borrowers have provided Lender with written notice $44,550,000 or (B) each of any (1) Excess Availability on the date of such proposed payment at least three Prepayment (3calculated on a pro forma basis after giving effect to such Prepayment), Average Excess Availability for the 30 consecutive days immediately preceding such Prepayment and (on a projected basis) Business Days prior for the 30 consecutive days immediately following such Prepayment (each calculated on a pro forma basis after giving effect to any such payment together with such information that Lender may reasonably request to confirm that clause Prepayment), in each case, shall not be less than the greater of (x) 22.5% of the Maximum Revolver Amount and (y) $30,375,000 and (2) as of the last day of the most recent month for which financial statements are required to be delivered under Section 5.1 ended prior to the date of such Prepayment (calculated on a pro forma basis after giving effect to such Prepayment), the Fixed Charge Coverage Ratio for Parent and its Subsidiaries for the immediately preceding twelve (12) consecutive months shall be at least 1.10 to 1.00 and (iii) the Administrative Borrower shall have delivered a customary officer’s certificate to the Agent certifying as to compliance with the requirements of clauses (i) and (ii); provided, further that this paragraph will clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale or transfer of, or casualty or condemnation event with respect to, the property or assets securing such Indebtedness if (in the case of a sale or transfer) such sale or transfer is permitted hereunder and such Indebtedness is repaid on or prior to three Business Days after the receipt of proceeds therefrom and any such mandatory prepayment of the “loans” under the Term Loan Credit Agreement shall also be satisfied, orsubject to the terms of the Intercreditor Agreement.
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;, and (D) Indebtedness permitted under Clause (l) of the definition of Permitted Indebtedness to the extent not prohibited by the Intercreditor Agreement, or
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Revolving Lenders.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 7.17.1(d),
(ia) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Borrower Party or any Subsidiary of its Subsidiariesany Borrower Party, other than except that
(Ai) Borrower Parties may prepay the Obligations in accordance with this Agreement Agreement,
(ii) any Non-Borrower Party Foreign Subsidiary may prepay, redeem, defease, purchase or otherwise acquire any of its Indebtedness,
(iii) So long as no Default or Event of Default exists or would be caused thereby, Borrower Parties and their Subsidiaries may make the mandatory or required prepayments described on Schedule 7.7(a),
(iv) any Indebtedness of any Borrower Party or any Subsidiary of a Bank Product AgreementBorrower Party may be exchanged for Stock of Holdco,
(v) Borrower Parties may prepay, redeem, defease, purchase or otherwise acquire any other Indebtedness with a purchase, redemption, defeasance or acquisition price or prepayment amount (inclusive of amounts distributed for such purpose under Section 7.9(x)) not to exceed the sum of (A) $50,000,000 plus the amount necessary to repay the Perryville I Lease Facility (estimated to be $47,015,706.81) from cash flow from operations; provided that all amounts under this clause (A) shall not exceed $97,015,706.81 and no amount over $50,000,000 may be used under this clause (v) for any purpose other than prepaying the Indebtedness under the Perryville I Lease Facility, and (B) Permitted Intercompany Advances;the amount of net proceeds from equity issuances, including from the exercise of warrants and options, (less the amount of any such net proceeds required to be invested in the business of Borrower Parties pursuant to clause (IV) below) immediately upon the receipt thereof used to prepay, redeem, defease, purchase or otherwise acquire such Indebtedness or deposited into a separate segregated deposit account or securities account (which account shall be subject to a Control Agreement in favor of Collateral Agent), so long as
(iiI) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any no Default or Event of Default has occurred and is continuing exists or would result therefrom;be caused thereby,
(II) the amount available to be borrowed under Section 2.1(a) plus Qualified Cash equals or exceeds $100,000,000 after giving pro forma effect to such proposed transaction,
(III) cash flow from operations in excess of $50,000,000 (as described in clause (A) above) shall be used solely to prepay in full the Indebtedness under the Perryville I Lease Facility and, in connection with such prepayment, the real property and improvements that are the subject of the Perryville I Lease Facility shall be transferred to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Realty Services, Inc. and Collateral Agent shall be granted a Mortgage on such fee interest,
(IV) Consolidated Adjusted EBITDA for the immediately preceding four (4) fiscal quarter period (after giving pro forma effect to the proposed payment) shall equal or exceed the Projections for that period that been approved by Agents (it being understood that the Projections delivered on the Closing Date are acceptable to Agents); provided, however, that, with respect to any prepayment, redemption, defeasance, purchase or other acquisition of any such Indebtedness from the net proceeds from an equity issuance (as described in clause (B) above), Consolidated Adjusted EBITDA for the immediately preceding four (4) fiscal quarter period (after giving pro forma effect to the proposed payment) may be up to 20% less than the Projections for that period so long as the net proceeds of such equity issuance available to prepay, redeem, defease, purchase or otherwise acquire Indebtedness are reduced by the difference between such Consolidated Adjusted EBITDA and such Projections and such difference is otherwise invested in the business of Borrower Parties; and
(V) the amount paid in respect of such prepayment, redemption, defeasance, purchase or other acquisition of any such Indebtedness does not exceed the lesser of (A) the principal amount of such Indebtedness plus any premium required to be paid thereon or (B) the market value of such Indebtedness (or, in the case of the Trust Preferred, not more than the market value of such Indebtedness), and
(vi) Borrower Parties may prepay, redeem, defease, purchase or otherwise acquire any other Indebtedness from cash flow from operations in an amount in excess of the amounts set forth in clause (v) above, so long as (A) each of the conditions set forth in clauses (v)(I), (IV) and (V) above are satisfied and (B) after giving pro forma effect to such proposed transaction, the amount available to be borrowed under Section 2.1(a) plus Qualified Cash equals or exceeds $150,000,000 from the date of such transaction through the Maturity Date,
(b) pay when due (i) any asbestos litigation settlement or judgment claims, (ii) the principal and accrued and unpaid interest on those certain 6.5% Convertible Subordinated Notes during 2007 issued by Holdco and more fully described on Schedule 5.20, (iii) make any payment those certain 6 ¾% Notes due 2005 issued by Parent and more fully described on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
Schedule 5.20, or (iv) make any payment with respect to those certain Accreted Amount Exit Payments due 2009 owed by Parent (and known as the Investor Debt (x“▇▇▇▇▇▇▇ Bonds”) if a and more fully described on Schedule 5.20, in each case, unless no Default or Event of Default is existing prior to any such payment, exists or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orcaused thereby,
(bc) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eSections 7.1(c) and (fl),
(d) directly or indirectly, amend, modify, alter, increase, or change any of the definition terms or conditions of Permitted Indebtedness;
(iiany agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness of a Borrower Party in a principal or stated amount exceeding $5,000,000 permitted under Section 7.1(b) any Material Contract except to the extent that if such amendment, modification, alteration, increase or change could notcould, individually in Agents’ reasonable judgment, materially impair the prospects of repayment of the Obligations by Borrowers or in the aggregatematerially impair Borrower Parties’ creditworthiness, reasonably be expected to be materially adverse to the interests of Lender; taken as a whole, or
(iiie) directly or indirectly, amend, modify, alter, increase, change any of the Governing Documents terms or conditions of any Loan Party or waive any of its Subsidiaries if rights (i) under any Material Contract in any manner that could result in a Material Adverse Change or (ii) under any Material Project Document in any manner that could materially impair the effect thereofvalue of the interest or rights, either individually directly or in the aggregateindirectly, could reasonably be expected to be materially adverse to the interests of Lenderany Borrower Party thereunder.
Appears in 1 contract
Sources: Loan Agreement (Foster Wheeler LTD)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
Advances and (iiC) make any payment of any Indebtedness the Senior Unsecured Notes so long as (other than the Obligationsx) if, after giving effect to any such payment, any no Default or Event of Default is then continuing, (y) Borrower has occurred Availability of at least $10,000,000 after giving effect to such payment and (z) Borrower is continuing in pro forma compliance with the financial covenants set forth in Section 7 hereof (whether or would result therefrom;not during a Covenant Enforcement Period), calculated as of the last day of the most recent fiscal month as to which financial statements have become available.
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment , except for prepayments of such Indebtedness with the proceeds received from the substantially concurrent issue of new Refinancing Indebtedness with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfiedthereto, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) ), (g), (h), (i), (j), and (f) k), of the definition of Permitted Indebtedness;
Indebtedness and (iiD) any Material Contract except to Permitted Indebtedness involving a maximum liability of $50,000 or less, in each case, if the extent that such amendmenteffect thereof, modification, or change could not, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender; the Lenders, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and ; (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) ifAdvances owing by a Loan Party to GFN, so long as before and immediately after giving effect to any such payment, any (i) no Default or Event of Default has shall have occurred and is be continuing or would result therefrom;, (ii) each Borrower is Solvent, (iii) Excess Availability is greater than or equal to $21,000,000, and (iv) the Fixed Charge Coverage Ratio, measured on a trailing-twelve-months’ basis as of the end of the most recently completed month for which financial statements have been provided to Agent pursuant to Section 5.1, both actual and giving pro forma effect to any such payment, will be greater than 1.25 to 1.00; and (C) other Permitted Intercompany Advances in accordance with the Intercompany Subordination Agreement, as applicable, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly If the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;, or
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of LenderSubsidiaries.
Appears in 1 contract
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) optional prepayments, redemptions, defeasances, purchases or other acquisitions of any of the Noteholder Debt (as such term is defined in the 2021 Notes Intercreditor Agreement) in accordance and pursuant to the guaranties referred to in clause (m) of the definition of Permitted Intercompany Advances;Indebtedness, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) any agreement, instrument, document, indenture, or other writing evidencing or concerning any Permitted Intercompany Advances, and Indebtedness (C) other than the Permitted Indebtedness permitted under clauses referred to in clause (cA)), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except but only so long as such amendments, modifications or changes to the extent that terms of such amendmentPermitted Indebtedness shall not be, modificationin the case of clause (B) hereof, or change could not, either individually or in the aggregate, reasonably be expected to be materially adverse to the interests of LenderAgent and the Lender Group (for the avoidance of doubt, and by way of example, in the case of amendments, modifications and changes to Permitted Indebtedness permitted under clauses (m) and (n) of the definition of Permitted Indebtedness, any amendment, modification or change to documents relating to such Indebtedness, which results in a shortening of the average weighted maturity (measured as of the amendment, modification or change) of such Indebtedness, any increase in the interest rate applicable to such Indebtedness, any shortening of the maturity date thereof, or any increase in the frequency or amount of amortization of such Indebtedness during the term of this Agreement, are understood to be changes materially adverse to the interests of Agent and the Lender Group); or
(iiiii) the Governing Documents of (A) the Term Loan Borrower, or (B) of any other Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Agent and the Lender Group; and
(c) in addition to payments of Indebtedness permitted pursuant to clause (a) above, so long as no Event of Default shall have occurred and be continuing or would result therefrom,
(i) Revolving Loan Borrower or any its Subsidiaries may optionally prepay, redeem, defease or otherwise acquire any Indebtedness of any Borrower or its Subsidiaries which is Permitted Indebtedness (other than Subordinated Indebtedness), provided, that, (A) as of the date of any such payment, Excess Availability at any time during the immediately preceding ten (10) consecutive day period shall have been not less than $5,000,000, (B) average Excess Availability for the thirty (30) consecutive day period ending on the date of such payment shall have been not less than $5,000,000, and (C) after giving effect to the transaction or payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment or transaction, the Excess Availability shall be not less than such amount set forth in clause (c)(i)(B) above, and
(ii) Revolving Loan Borrower may optionally prepay, redeem, defease or otherwise acquire any Indebtedness of any Borrower or its Subsidiaries which is Permitted Indebtedness consisting of Subordinated Indebtedness so long as such payments are expressly permitted by the terms of any subordination terms and conditions governing such Subordinated Indebtedness.
Appears in 1 contract
Sources: Credit Agreement (Vector Group LTD)
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Parent or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
Advances and (iiC) make any payment prepayments of any Indebtedness the Term Loan Debt so long as (other than the Obligationsx) if, after giving effect to any such payment, any no Default or Event of Default has shall have occurred and is be continuing or would result therefrom;, (y) Excess Availability at all times during the 30 day period ending on the date of such prepayment is at least equal to the sum of the amount of such prepayment and $15,000,000, and (z) after giving effect to such prepayment, Excess Availability is at least equal to $15,000,000, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;
, (iiD) any Material Contract except Indebtedness permitted under clause (r) of the definition of Permitted Indebtedness to the extent that such amendmentpermitted under the applicable subordination terms and conditions, modification(E) the Term Loan Debt to the extent permitted under the Intercreditor Agreement and (F) any other Indebtedness permitted under the definition of Permitted Indebtedness so long as the the effect thereof, or change could not, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of Lender; the Lenders or Loan Parties, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Credit Agreement (Power Solutions International, Inc.)
Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except do any of the following:
(i) except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially or fully)6.1, prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Prepetition Obligations or Reinstated Prepetition Obligations, (B) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (BC) Permitted Intercompany Advances;, and (D) the DIP Term Loan Debt, provided that Borrower will not prepay, redeem, defease, purchase or otherwise acquire any DIP Term Loan Debt until the payment in full of the Prepetition Obligations, the Reinstated Prepetition Obligations and the Obligations, and termination of all of the Commitments, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;, (D) the 2016 Bond Documents only to the extent permitted by clause (iv) below, and (E) the Term Loan Documents only to the extent permitted by clause (iii) below,
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders,
(iii) any DIP Term Loan Document or Term Loan Document if any such amendment, modification or change shall, without the prior written consent of Agent (which it shall be authorized to provide based upon an affirmative vote of the Required Lenders) (except with respect to any Conforming Amendment (as defined in the Pari Passu Intercreditor Agreement); provided that any Conforming Amendment shall maintain an equivalent proportionate difference between dollar amounts or ratio, as the case may be, in the relevant provision in the DIP Term Loan Documents or Term Loan Documents and those in the corresponding covenant in the Loan Documents, to the extent that such difference exists between the DIP Term Loan Documents and Term Loan Agreement on the one hand and this Agreement on the other, on the date hereof):
(A) contravene the provisions of the Pari Passu Intercreditor Agreement;
(B) change any financial covenant in a manner adverse to Loan Parties thereunder (it being understood that any waiver of any default or Event of Default under the Term Loan Documents or DIP Term Loan Document arising from the failure to comply with any financial covenant, in and of itself, shall not be deemed to be adverse to Loan Parties);
(C) change any default or Event of Default thereunder in a manner adverse to Loan Parties thereunder (it being understood that any waiver of any such default or Event of Default, in and of itself, shall not be deemed to be adverse to Loan Parties); or
(D) increase the non-monetary obligations of the Loan Parties thereunder or confer any additional rights on the holders of the Term Loan Debt or DIP Term Loan Debt that would be adverse to the Lenders;
(iv) any 2016 Bond Document if any such amendment, modification or change shall be prohibited by, or not permitted under the terms of, the Second Lien Intercreditor Agreement.
Appears in 1 contract
Sources: Credit Agreement (Nuverra Environmental Solutions, Inc.)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 7.1,
(i7.1(d) optionally prepay (whether partially or fully)in connection with a Permitted Bond Financing, prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its SubsidiariesBorrower, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly Except in connection with a refinancing permitted by Section 7.1(d) or in connection with a Permitted Bond Financing, directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Sections 7.1(b) or (c);
(c) Parent may make regularly scheduled payments of interest and principal on account of the IBD Note, provided, that if a Borrower is providing the funds to make such payments (i) there does not exist an Event of Default and there would not exist an Event of Default after giving effect to any such payment and (ii) the Borrowers have certified to Agent that they have, at all times tested, maintained Excess Availability for 30 days prior to the date of such payment and, on a pro forma basis, will maintain Excess Availability for the 60 days after the date of such payment of at least $2,000,000, after giving effect to such payment;
(d) Prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrowers, other than (A) the Obligations in accordance with this Agreement or except Parent may (A)prepay Indebtedness in respect of the Parent Note Put Obligations, provided, that (i) there does not exist an Event of Default and there would not exist an Event of Default after giving effect to any such payment and (ii) the Borrowers have certified to Agent that they have, at all times tested, maintained Excess Availability for 30 days prior to the date of such payment and, on a Bank Product Agreementpro forma basis, will maintain Excess Availability for the 60 days after the date of such payment of at least $4,500,000, after giving effect to such payment; and (B) Permitted Intercompany Advancesprepay Indebtedness in respect of the IBD Note, provided, that (i) there does not exist an Event of Default and there would not exist an Event of Default after giving effect to any such payment and (Cii) the Borrowers have certified to Agent that they have, at all times tested, maintained Excess Availability for 30 days prior to the date of such payment and, on a pro forma basis, will maintain Excess Availability for the 60 days after the date of such payment of at least $4,500,000, after giving effect to such payment."
(e) Amend, modify, alter, increase, or change (directly or indirectly) any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under clauses Sections 7.1(b), (c), (eg), (h), (i), (j), (k), (l), (m), (n), (o) and or (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderp)."
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially or fully)Prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its SubsidiariesNote Party, other than (Ai) the DIP Obligations; (ii) as required by the Confirmation Order; (iii) Obligations (as defined in the New Credit Agreement) and the other Loan Documents (as defined in the New Credit Agreement) in accordance with the terms thereof; (iv) Obligations in accordance with this Agreement or Agreement; (v) in connection with a Bank Product Agreement, and refinancing permitted by Section 5.01(i); (Bvi) Permitted Intercompany Advances;
(ii) make any payment prepayments of any the Indebtedness (other than under the Obligations) if, after giving effect to any such payment, any Default or New AMERCO Notes so long as no Event of Default has occurred and is continuing or would result therefrom;
, (iii1) make from the Net Proceeds from the monetization or sale of the Excluded Assets or (2) in all other circumstances, so long as (A) the aggregate amount of such prepayments in any payment on account fiscal year, together with the aggregate amount of Indebtedness that has been contractually subordinated dividends paid in right arrears in such fiscal year by the Borrowers pursuant to clause (c) of payment to Section 5.11, shall not, in the Obligations aggregate, exceed the ECF Carry Forward Amount, if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such paymentany, or a Default or Event of Default would result from any such paymentthen in existence, and (yB) unless on the date of such prepayment Borrowers have provided Lender are in compliance with written notice the Excess Availability Test; (vii) the scheduled payments of principal and interest due under the Synthetic Leases as such principal payments are set forth on Schedule 7.8 of the New Credit Agreement (including any such proposed payment at least three refinancings, in whole or in part, thereof); or (3viii) Business Days prior to any such payment together other Indebtedness with such information that Lender may reasonably request to confirm that clause (x) the consent of this paragraph will be satisfied, the Required Lenders; or
(b) Directly Except in connection with a refinancing permitted by Section 5.01(i), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses Section 5.01.
(c) Amend, modify or otherwise change its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it with respect to any of its capital Stock (including any shareholders' agreement), (eor enter into any new agreement with respect to any of its capital Stock, except as appropriate to accomplish a transaction permitted pursuant to Section 5.03(a) and (f) of the definition of Permitted Indebtedness;
or Section 5.03(b), or (ii) amend, modify or otherwise change any Material Contract (other than a Material Contract, the amendment of which is governed by clause (b) above) except to the extent that any such amendmentamendments, modification, modifications or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party changes or any of its Subsidiaries if the effect thereofsuch new agreements or arrangements pursuant to this paragraph (c) that, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of Lenderhave a Material Adverse Change, or (iii) amend, modify or otherwise change any Affiliate Contract or any contract with SAC Holding, SSI, PMSR or PM Preferred except in compliance with Section 5.14 hereof.
Appears in 1 contract
Sources: Indenture (Amerco /Nv/)
Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to:
(a) Except Prepay, repay, redeem, purchase, defease, or otherwise or acquire for value (including (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Junior Indebtedness, or make any payment in violation of any subordination terms of any Junior Indebtedness, except:
(i) so long as no Default or Event of Default then exists or would be caused thereby, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Junior Indebtedness, provided that such payments of Subordinated Indebtedness shall be in accordance with the subordination terms thereof or the subordination agreement applicable thereto,
(ii) in connection with Refinancing Indebtedness permitted by Section 7.16.1 and in compliance with any subordination provisions applicable thereto,
(iiii) optionally prepay (whether partially or fully), redeem, defease, purchasepayments and prepayments of Junior Indebtedness made solely with proceeds of any issuance of Qualified Equity Interests of Borrower, or otherwise acquire all or any part capital contribution in respect of any Indebtedness Qualified Equity Interests of any Loan Party or any of its SubsidiariesBorrower, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, so long as immediately before and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment or prepayment, no Default or Event of Default then exists,
(iv) (A) payments and prepayments of Junior Indebtedness as a result of the conversion of all or any portion of such Junior Indebtedness into Qualified Equity Interests of Borrower, and (B) payments of interest in respect of Junior Indebtedness in the form of payment in kind interest constituting Permitted Indebtedness,
(v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, payments and prepayments in respect of Permitted Intercompany Advances, to the extent permitted by the Intercompany Subordination Agreement, if applicable, and
(vi) without limiting and in addition to the exceptions permitted in clauses (i) through (v) above, prepayments, redemptions, purchases, defeasances and payments in respect of Junior Indebtedness prior to their scheduled maturity; provided that (i) at the time of such prepayment, redemption, purchase, defeasance or other payment, any Default or no Event of Default has occurred and is continuing or would result therefrom;
therefrom and (iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt Borrower demonstrates (x) if a Default or Event of Default that the Consolidated Net Leverage Ratio is existing prior not greater than 2.75 to any such payment, or a Default or Event of Default would result from any such payment, 1.00 and (y) unless Borrowers have provided Lender with written notice that the aggregate amount of any such proposed payment at least three (3) Business Days prior all cash and Cash Equivalents of Borrower and its Subsidiaries that are unrestricted and not subject to any such payment together with such information that Lender may reasonably request to confirm that clause Lien (other than any Permitted Lien) plus availability under the Revolving Credit Facility is greater than $25,000,000, in each of clauses (x) of this paragraph will be satisfiedand (y) calculated on a pro forma basis after giving effect to such prepayment, orredemption, purchase, defeasance or other payment and any Indebtedness incurred in connection therewith.
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted any Junior Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could notrespect which, individually or in the aggregate, could reasonably be expected to be materially adverse to the interests interest of Lender; the Lenders or in violation or contravention of the subordination terms thereof or the subordination agreement applicable thereto, or
(iiiii) the Quanex Incentive Plans or the Governing Documents of any Loan Party or any of its Subsidiaries Subsidiaries, in each case, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially Optionally prepay, redeem or fully), redeem, defease, purchase, or otherwise acquire all or any part of defease any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreementother than, so long as the Borrower is in pro forma compliance with the financial covenants in Section 7, payments of regularly scheduled principal and (B) interest required under any Permitted Intercompany Advances;Purchase Money Indebtedness; or
(iib) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make Make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(ivc) make any payment with respect to Other than immaterial amendments in the Investor Debt (x) if a Default or Event of Default is existing prior to any such paymentordinary course, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly directly or indirectly, amend, modify, alter, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders; or
(ii) the Acquisition Agreements and the Specified Acquisition Agreements; provided that, the Acquisition Agreements may be amended in a manner which is not adverse to the interests of the Loan Parties, the Agent or the Lenders without the prior written consent of the Agent; provided further that, notwithstanding whether such amendments are adverse to the Loan Parties, the Agent or the Lenders, it is acknowledged and agreed that any amendments (or changes which have the effect of an amendment) to the purchase price, any escrow, deposit or similar holdback of acquisition consideration or timing of payments shall require the prior written consent of the Agent;
(d) Other than in the ordinary course of business, directly or indirectly, amend, modify, alter, or change any of the terms or provisions of any Material Contract (other than the Acquisition Agreements and the Specified Acquisition Agreements) if the effect thereof, either individually or in the aggregate, could reasonably be expected to be adverse in any material respect to the rights, interests or privileges of Agent or Lenders or the Borrower or its ability to enforce the same or on the value of the Collateral.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing (i) the Obligations in accordance with this Agreement, (ii) the LSB Notes and any Permitted Purchase Money Indebtedness (which may be prepaid, redeemed or repurchased by any Loan Party without restriction), (iii) a refinancing permitted by Section 7.1,
7.1(d), and (iiv) optionally prepay Indebtedness incurred in reliance on Section 7.1(i) and secured pursuant to clause (whether partially or fully)r) of the definition of "Permitted Liens" on a pari passu basis with the LSB Notes, prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any which is junior in right of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than to the Obligations) if; provided that any such prepayments shall be permitted so long as, with respect to any such amount in excess of $500,000 during any fiscal year, both immediately before and after giving effect to any such paymentexcess payments, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditionsno Advances are outstanding hereunder; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment[intentionallyIntentionally omitted], and (y) unless Borrowers have provided Lender Except in connection with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectlya refinancing permitted by Section 7.1(d), amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) which is junior in right of payment to the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (cSections 7.1(b), (ec) and or (fg) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that if such amendment, modificationmodification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the principal amount of or the interest rate applicable to such Indebtedness, would change could notthe lien subordination provisions of such Indebtedness, individually or in the aggregate, reasonably be expected to would otherwise be materially adverse to any Loan Party, the interests Agent or the Lenders in any respect. For the avoidance of Lender; or
(iii) doubt, nothing in this Section 7.8 shall restrict or prohibit the Governing Documents forgiveness of any Loan Party CARES Debt or any of its Subsidiaries if the effect thereof, either individually or in payment thereof (to the aggregate, could reasonably be expected extent unable to be materially adverse to the interests of Lender.forgiven) in accordance with its terms
Appears in 1 contract
Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with (x) the Permitted Redemption, and (y) Refinancing Indebtedness permitted by Section 7.1Indebtedness,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Bank Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Bank Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event conditions of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfiedcontract, or
(b) Directly or indirectly, amend, modify, or change change, in a way materially adverse to the Agent or the Lenders or in a way that substantially impairs the Liens granted under the Loan Documents, any of the terms or provisions of:
(i) any material agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Bank Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (cg), (e) and (fl) of the definition of Permitted Indebtedness;, and (D) any Refinancing Indebtedness in connection Senior Secured Notes and the Senior Unsecured Notes,
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereofSubsidiaries, either individually or in the aggregate, could reasonably be expected to be materially adverse or
(iii) any ESOP Plan Document except to the interests of Lenderextent required by applicable law.
Appears in 1 contract
Prepayments and Amendments. No Borrower will, and no Borrower will permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;, and (C) Indebtedness of any Borrower or any of their Subsidiaries not to exceed $500,000 in the aggregate so long as, solely in the case of this clause (C) both before and after giving effect thereto, the Payment Conditions are satisfied, or
(ii) make any payment on account of any Indebtedness (A) of the type described on Schedule 4.14 hereof owing by a Loan Party to a Subsidiary that is not a Loan Party or any Refinancing Indebtedness in respect thereof unless (x) the aggregate amount of all such Indebtedness paid from and after the Closing Date does not exceed $4,250,000, less the amount of loans and other than Investments outstanding at any time pursuant to clause (d)(i) of the Obligationsdefinition of Permitted Intercompany Advances, (y) if, after giving effect to any at the time of the making of such payment, any Default or no Event of Default has occurred and is continuing or would result therefrom;
, and (iiiz) make Borrowers have Excess Availability of $22,000,000 or greater immediately after giving effect to each such payment, provided that any payment on account forgiveness or cancellation by such Subsidiary that is not a Loan Party of Indebtedness of the type described in this clause (A) shall be permitted regardless of whether the foregoing clauses (x) through (z) are satisfied, or (B) that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;, or
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Credit Agreement (Harte Hanks Inc)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
6.1, (i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Hedge Obligations, (C) Permitted Intercompany Advances;
, or (iiD) make other Indebtedness so long as (1) such prepayments or redemptions do not exceed up to $50,000,000 in the aggregate in any payment fiscal year of any Indebtedness (other than the Obligations) if, Loan Parties and on and after giving effect to any such paymentprepayment or redemption, any no Default or Event of Default exists or has occurred and is continuing and (2) for such prepayments or would result therefrom;
redemption in excess of $50,000,000 in any fiscal year so long as on and after giving effect to any such prepayment or redemption, the Payment Conditions are satisfied, or (iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect , unless before and after giving effect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, the Payment Conditions have been satisfied or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) that has been contractually subordinated in right of payment to the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness except as permitted under clauses (c)the subordination terms and conditions, (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender[Reserved]; or
(iii) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that is secured by a Lien on Collateral except as permitted by the Governing Documents terms of any Loan Party or any intercreditor agreement between Agent and the holder of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.such Lien;
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,6.1.
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any Subsidiary of its Subsidiariesany Loan Party, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
Advances owing to a Loan Party, (iiC) make any payment Indebtedness of any a Subsidiary of Parent that is not a Loan Party but solely to the extent prepaid, redeemed, defeased, purchased or acquired by a Subsidiary of Parent that is not a Loan Party and (D) the Indebtedness permitted by clauses (other than c), (g), (h), (i), (j), (k), (l), (m), (p) and (x) of the Obligations) ifdefinition of Permitted Indebtedness; provided, that, both before and immediately after giving effect to any each such paymentprepayment, any Default redemption, defeasance, purchase or acquisition pursuant to this clause (D), (1) no Event of Default has shall have occurred and is continuing be continuing, (2) in the case of Indebtedness permitted by clause (m) or would result therefrom;(p) of the definition of Permitted Indebtedness, Borrowers shall have Excess Availability of not less than $40,000,000, and (3) in the case of Indebtedness permitted by clause (c), (g) or (x) of the definition of Permitted Indebtedness, no Specified Availability Period shall exist,
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eg), (h), (i), (j), (k), (l) and (fx) of the definition of Permitted Indebtedness;
Indebtedness and (iiD) any Material Contract Indebtedness permitted under clause (p) of the definition of Permitted Indebtedness except and to the extent that such amendment, modification, modification or change could not, individually or in pursuant to this clause (D) would violate the aggregate, reasonably be expected to be materially adverse to terms of the interests of Lender; orIntercreditor Agreement,
(ii) Reserved;
(iii) the Governing Documents of any Loan Party or any of its Domestic Subsidiaries or first-tier Foreign Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Credit Agreement (Tronox Inc)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1 or with Qualified Equity Interests,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Hedge Obligations, (C) Permitted Intercompany Advances;, (D) the 2023 Senior Notes or the 2026 Senior Notes, so long as (1) such payment is made solely with Pass-Through Proceeds or Excluded Equity Proceeds, (2) at the time such payment on the 2023 Senior Notes or the 2026 Senior Notes, as applicable, is made and immediately after giving effect thereto, no Event of Default exists, (3) the Administrative Borrower shall have given Agent prior written notice of such payment, and (4) on the date on which such payment is made, the Administrative Borrower shall have provided Agent with a certificate of a Responsible Officer regarding such payment in which such Responsible Officer (aa) certifies that the conditions precedent to such payment set forth in the foregoing clauses (1) through (3) have been satisfied; (bb) demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted either (x) Pass-Through Proceeds (including by demonstrating that such proceeds satisfy the conditions set forth in the definition of “Pass-Through Proceeds”) or (y) demonstrates to Agent’s satisfaction that the proceeds used to make such payment constituted Excluded Equity Proceeds (including by demonstrating that such proceeds satisfy the conditions set forth in the definition of “Excluded Equity Proceeds”); and (cc) attaches thereto a Pass-Through Proceeds Accounting or Excluded Equity Accounting, as applicable (all of which shall be prepared as of the date on which such payment is to be made and after giving effect thereto), with respect to all proceeds used to make such payment; (E) Indebtedness in respect of any LC Facility, or (EF) any Indebtedness so long as the Payment Conditions are satisfied, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (CD) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of “Permitted Indebtedness;
(ii) any Material Contract except to ” if the extent that such amendmenteffect thereof, modification, or change could not, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender; the Lenders, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1 and except with respect to any Indebtedness the prepayment of which is set forth on Exhibit 6.7(a),
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its SubsidiariesSubsidiary thereof, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
, (iiC) make the Indebtedness under the Indenture Documents so long as (1) the aggregate amount expended for all such prepayments, redemptions, defeasances, purchases or other acquisitions does not exceed $50,000,000 (plus any payment additional amounts to the extent solely funded with the identifiable proceeds of any Indebtedness issuance of Stock (other than Prohibited Preferred Stock) by, or capital contributions to, Parent on or after the ObligationsThird Amendment Effective Date), (2) ifExcess Availability plus Qualified Cash during each of the 120 days immediately prior, and immediately after giving effect to, such prepayment, redemption, defeasance, purchase or other acquisition equals or exceeds $50,000,000 (or $30,000,000 in the case of additional amounts to the extent solely funded with the identifiable proceeds of any such paymentissuance of Stock (other than Prohibited Preferred Stock) by, any or capital contributions to, Parent on or after the Third Amendment Effective Date), (3) no Default or Event of Default has occurred and is continuing exists immediately prior to, or would result therefrom;arise immediately after giving effect to, such prepayment, redemption, defeasance, purchase or other acquisition and (4) on a pro forma basis after giving effect to such prepayment, redemption, defeasance, purchase or other acquisition, Parent and its Subsidiaries would have had a Fixed Charge Coverage Ratio of at least 1.1:1.0 for the four fiscal quarter period ended immediately prior to such prepayment, redemption, defeasance, purchase or other acquisition, (D) reductions of the Indebtedness arising under the Ares Guarantee and Reimbursement Agreement made in connection with the return and cancellation of letters of credit issued pursuant thereto (it being understood and agreed that such reduction is being made without the requirement of any cash payment by any Loan Party), and (E) Purchase Money Indebtedness in an aggregate principal amount not to exceed $10,000,000,
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly Except pursuant to a refinancing permitted under the terms of the Loan Documents, directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning governing Permitted Indebtedness (except to the extent expressly permitted by Section 6.7(b)(ii)) other than than
(A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eg), (i), (j) and (fo) of the definition of Permitted Indebtedness;,
(ii) any Material Contract Contract, any Indenture Document or any Acquisition Document, except to the extent that such amendment, modification, modification or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; the Lenders (it being understood and agreed that each of the following are not materially adverse to the interests of the Lenders: (x) ordinary course changes in the economic terms for Material Contracts with customers and (y) any increase in the principal amount of Indebtedness under the Indenture Documents to an amount not in excess of the cap set forth in clause (f) of the definition of Permitted Indebtedness), or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Hedge Obligations, (C) Permitted Intercompany Advances;
, or (iiD) make other Indebtedness so long as (1) such prepayments or redemptions do not exceed up to $5,000,000 in the aggregate in any payment fiscal year of any Indebtedness (other than the Obligations) if, Loan Parties and on and after giving effect to any such paymentprepayment or redemption, any no Default or Event of Default exists or has occurred and is continuing and (2) for such prepayments or would result therefrom;redemption in excess of $5,000,000 in any fiscal year so long as on and after giving effect to any such prepayment or redemption, the Payment Conditions are satisfied, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect , unless before and after giving effect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers the Payment Conditions have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, been satisfied or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that has been contractually subordinated in right of payment to the Obligations other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness as permitted under clauses (c)the subordination terms and conditions, (e) and (f) of the definition of Permitted Indebtedness;or
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise optionally acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
the Senior Term Loan Indebtedness, so long as (iix) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or no Event of Default has occurred and is continuing or would result therefrom;, and (y) Borrowers have Excess Availability of at least $25,000,000 immediately after giving effect to such prepayment, (C) Capital Leases, (D) Permitted Intercompany Advances, (E) prepayments of Indebtedness (other than Subordinated Indebtedness) in an aggregate amount not to exceed $250,000 during the term of this Agreement, and (F) payments of principal of the Subordinated Canadian Holdco Note and the Subordinated CBCL Note solely in amounts necessary to permit the payment of all Canadian withholding taxes due and payable with respect to such notes,
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make provided, that any payment with respect to on account of the Investor Debt (x) Subordinated Indebtedness may be made if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with is permitted at such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfiedtime under the Subordination Agreement, or
(b) Directly Except in connection with Refinancing Indebtedness permitted by Section 6.1, directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;, (D) the Senior Term Loan Documents, except as otherwise prohibited by the terms of the Intercreditor Agreement, and (E) Subordinated Loan Documents, except as otherwise prohibited by the terms of the Subordination Agreement,
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or
(iii) the Acquisition Agreement, without prior written consent of Agent and the Required Lenders, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Bumble Bee Capital Corp.)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(ia) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Parent, Borrower, or any of its Borrower’s Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement; provided, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) ifhowever, after giving effect to any such payment, any that so long as no Default or Event of Default has occurred and is continuing or would result therefrom;, Parent may prepay the Indebtedness described in Section 6.1(h) with the Net Cash Proceeds of the Permitted Parent Indebtedness that is incurred on or before December 31, 2005, or a Parent Rights Offering,
(b) make any mandatory payment (if any) on account of (i) the First Lien Obligations to the extent prohibited under the Intercreditor Agreement, (ii) the Indebtedness evidenced by the Subordinated Notes to the extent prohibited under the terms of the Subordinated Notes or (iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(bc) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses Sections 6.1(b), (c), (eg), or (h); provided, however, that (i) and (fnothing in this Section 6.7(c) shall prohibit the amendment or modification of any of the definition of Permitted Indebtedness;
Bank Credit Documents (to the extent such amendment, modification, alteration, increase or change is not prohibited under the Intercreditor Agreement), and (ii) Parent, Borrower, or any Material Contract except of Borrower’s Subsidiaries may directly or indirectly amend, modify, alter, increase, or change any of the terms of conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 6.1(b), (c), or (h) so long as (A) such amendment, modification, alteration, increase or change does not result in an increase in the principal amount of such Indebtedness, (B) after giving effect to such proposed amendment, modification, alteration, increase or change, the extent interest rate with respect to such Indebtedness is consistent with market terms then existing, (C) such amendment, modification, alteration, increase or change does not result in a shortening of the average weighted maturity of such Indebtedness (provided, however, that such amendment, modification, alteration, increase or change could notmay result in a shortening of the average weighted maturity of the Indebtedness so refinanced, individually renewed, or extended so long as the maturity for all of the principal that is due in respect of such Indebtedness is a date that is at least 1 year after the aggregateMaturity Date), reasonably be expected to be materially adverse (D) if the Indebtedness that is the subject of such amendment, modification, alteration, increase or change was subordinated in right of payment to the interests Obligations, then after giving effect to such amendment, modification, alteration, increase or change, the subordination terms and conditions of Lender; or
such Indebtedness must be at least as favorable to Lenders as those that were applicable to the Indebtedness prior to such amendment, modification, alteration, increase or change, and (iiiE) the Governing Documents Indebtedness that is the subject of such amendment, modification, alteration, increase or change is not recourse to any Loan Party or any Person that is liable on account of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse Obligations other than those Persons which were obligated with respect to the interests Indebtedness that is subject of Lendersuch amendment, modification, alteration, increase or change.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Specified Indebtedness or the Add-On Debt, except (a) regularly scheduled payments of principal, interest and fees (but only, with respect to Specified Indebtedness that is Subordinated Indebtedness and/or any permitted Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially in respect thereof, to the extent not otherwise prohibited under any subordination agreement or fullyintercreditor agreement relating to such Indebtedness), redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (Bb) Permitted Intercompany Advances;
any prepayment, redemption, retirement, defeasance or acquisition of Specified Indebtedness or the Add-On Debt (ii) make together with, in each case, any payment accrued interest and premiums thereon); provided that in the case of any Indebtedness clause (other than b), the Obligations) if, Payment Conditions are satisfied both immediately before and immediately after giving effect to any the prepayment, redemption, retirement, defeasance or acquisition of such payment, any Default Specified Indebtedness or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Add-On Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender as the case may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orbe).
(b) Directly or indirectly, amendAmend, modify, or otherwise change any of its Governing Documents as in effect on the terms or provisions of:
Closing Date in any material respect, except for (i) changes required by or reasonably related to any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness transaction permitted under clauses (c), (e) Section 6.3 or 6.5 and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent changes that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be are not materially adverse to the interests of Lenderthe Lenders in their capacity as such.
(c) Amend, supplement or otherwise modify any Subordinated Indebtedness Documents or any Existing Senior Notes Documents, if such modification (i) increases the principal balance of such Indebtedness, or increases any required payment of principal or interest; or
(ii) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (iii) shortens the Governing Documents of final maturity date or otherwise accelerates amortization; (iv) increases the interest rate; (v) increases or adds any Loan Party fees or charges; (vi) modifies any of its Subsidiaries if the effect thereofcovenant in a manner or adds any representation, either individually covenant or default that is more onerous or restrictive in the aggregateany material respect for any Borrower or Subsidiary, could reasonably be expected to be or that is otherwise materially adverse to any Borrower, any Subsidiary or Lenders; (vii) in the interests case of Lenderthe Existing Senior Notes (or any Permitted Senior Indebtedness or permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) results in the Obligations not constituting “Senior Indebtedness” (or the equivalent) under the Indenture (or any indenture evidencing or governing any Permitted Senior Indebtedness or permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof); or (viii) in the case of Subordinated Indebtedness results in the Obligations not constituting “senior indebtedness” (or any functionally equivalent term) under the applicable Subordinated Indebtedness Documents or 127255152_10 otherwise not being fully benefited by the subordination provisions of such Subordinated Indebtedness; provided that the Loan Parties shall be permitted to make any such amendment, supplement, or other modification solely to the extent that on the effective date thereof the Loan Parties would have been permitted to incur new Indebtedness under clauses (l), (m), or (n) or (z) of Section 6.1 in the full amount of the outstanding Specified Indebtedness to which such amendment, supplement, or other modification relates.
(d) Amend, supplement or otherwise modify any documents evidencing any Permitted Senior Indebtedness in any manner which would violate the terms of any intercreditor or subordination agreement with Agent relating to such Indebtedness.
(e) [Intentionally Omitted]
Appears in 1 contract
Sources: Credit Agreement (BOISE CASCADE Co)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
6.1, (i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Hedge Obligations, (C) Permitted Intercompany Advances;
, or (iiD) make other Indebtedness so long as (1) such prepayments or redemptions do not exceed up to $50,000,000 in the aggregate in any payment fiscal year of any Indebtedness (other than the Obligations) if, Loan Parties and on and after giving effect to any such paymentprepayment or redemption, any no Default or Event of Default exists or has occurred and is continuing and (2) for such prepayments or would result therefrom;
redemption in excess of $50,000,000 in any fiscal year so long as on and after giving effect to any such prepayment or redemption, the Payment Conditions are satisfied, or (iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect , unless before and after giving effect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, the Payment Conditions have been satisfied or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that has been contractually subordinated in right of payment to the Obligations except as permitted under the subordination terms and conditions, (ii) [Reserved]; (iii) any agreement, instrument, document, indenture, or other than writing evidencing or concerning Permitted Indebtedness that is secured by a Lien on Collateral except as permitted by the terms of any intercreditor agreement between Agent and the holder of such Lien; (iv) any mortgage, agreement, instrument, document, indenture, or other writing evidencing or concerning any Permitted Mortgage Loan Financing that would have the effect, directly or indirectly, of (A) increasing the Obligations sum of the then outstanding aggregate principal amount of such Indebtedness in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness excess of the amount permitted under clauses clause (c), (e) and (fa) of the definition of Permitted Indebtedness;
Mortgage Loan Financing, (iiB) adding or modifying any Material Contract except restriction on payment or prepayment of the Obligations, (C) adding or modifying any payment or prepayment provision with respect to such Indebtedness that would cause such Indebtedness to no longer satisfy the extent that such amendmentrequirements of Permitted Mortgage Loan Financing, modification(D) adding any restriction on amendments, waivers or change could not, individually other modifications to this Agreement or in the aggregate, reasonably be expected to be materially adverse to other Loan Documents or (E) contravene the interests provisions of Lenderthis Agreement or any of the other Loan Documents,; or
and (iiiv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
6.1, (i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement Agreement, (B) the Third-Party Term Loan Obligations, in accordance with Section 6.6(a)(ii), (C) Hedge Obligations, or (D) to the extent not otherwise prohibited by the Intercompany Subordination Agreement, Permitted Intercompany Advances, or (ii) prepay, redeem, defease, purchase, or otherwise acquire any of the Indebtedness under the Third-Party Term Loan Documents, whether optionally or mandatorily (other than a Bank Product refinancing of such Indebtedness permitted by the terms of the Intercreditor Agreement); provided, that, in each case to the extent permitted by under the Intercreditor Agreement, Borrowers may: (A) repay the Indebtedness under Section 2.1(b) of the Third-Party Term Loan Agreement, repay the Indebtedness under Section 2.4(c) of the Third-Party Term Loan Agreement, or prepay the Indebtedness under Section 2.4(e) of the Third-Party Term Loan Agreement, in each case in accordance with the Third-Party Term Loan Agreement, and (B) Permitted Intercompany Advances;
(iiprepay the Indebtedness under Section 2.4(d) make any payment of any Indebtedness (other than the Obligations) ifThird-Party Term Loan Agreement in accordance with the Third-Party Term Loan Agreement and subject to satisfaction of the Payment Conditions, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at a t such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Hedge Obligations, (C) subject to the Intercompany Subordination Agreement, Permitted Intercompany Advances, (D) the Third-Party Term Loan Documents to the extent such amendment or modification is permitted without the consent of Agent by the Intercreditor Agreement, and (CE) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.,
Appears in 1 contract
Sources: Credit Agreement (Nautilus, Inc.)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 7.1,
(i) optionally prepay (whether partially or fully7.1(d), prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any Subsidiary of its SubsidiariesBorrower, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Provide, however, that Borrower may repurchase the Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms Indenture on or before October 1, 2002 so long as the purchase price therefor does not exceed 100% of the face value thereof, plus any accrued and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such paymentunpaid interest thereon, and (y) unless Borrowers have provided Lender with written notice of any the notes evidencing such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfiedIndebtedness purchased are cancelled, orand
(b) Directly Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses Sections 7.1(b) or (c)) that (i) increases the principal amount of such Indebtedness, (eii) and increases the interest rate with respect to such Indebtedness, (fiii) increases the frequency or amount or shortens the maturity of any payments of principal or interest thereof, or (iv) makes such agreement, instrument, document, indenture or other writing materially more restrictive on Borrower or any Subsidiary of Borrower or adversely affects in any material respect (x) Borrower’s, any Subsidiary of Borrower’s, Agent’s, or any Lender’s rights or interest thereunder or hereunder or under the Loan Documents in any material respect or (y) Borrower’s ability to fulfill its obligations hereunder or under the Loan Documents.
(c) Directly or indirectly amend, modify, alter, increase or change any of the definition terms or conditions of Permitted Indebtedness;any of the following documents in any manner adverse to Borrower, any Subsidiary of Borrower, Agent or Lenders:
(i) that certain Asset Purchase Agreement dated as of April 23, 2001 between Orbital Communications, OGLP Acquisition Sub LLC and OGLP Acquisition Sub II Corp.,
(ii) any Material Contract except to the extent that such amendmentcertain letter agreement dated December 4, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or2001 between Borrower and Boeing,
(iii) that certain letter agreement dated as of April 12, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the Governing Documents of any Loan Party or any purchasers and optionholders party thereto concerning Borrower’s sale of its Subsidiaries if stock in M▇▇▇▇▇▇▇▇, D▇▇▇▇▇▇▇▇ and Associates Ltd.,
(iv) that certain Amended and Restated Registration Rights Agreement dated as of May 30, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the effect thereofpurchasers and optionholders party thereto concerning Borrower’s sale of its stock in M▇▇▇▇▇▇▇▇, either individually or D▇▇▇▇▇▇▇▇ and Associates Ltd., and
(v) that certain Option and Ancillary Rights Agreement dated as of May 30, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the purchasers and optionholders party thereto concerning Borrower’s sale of its stock in the aggregateM▇▇▇▇▇▇▇▇, could reasonably be expected to be materially adverse to the interests of Lender.D▇▇▇▇▇▇▇▇ and Associates Ltd.
Appears in 1 contract
Sources: Loan and Security Agreement (Orbital Sciences Corp /De/)
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all the Senior Note Indebtedness, the Preferred Equity, or the Seller Debt,
(ii) optionally prepay, redeem, defease, purchase, or otherwise acquire any part of any other Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
, and (iiC) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;Permitted Ventures Aircraft Lease Payments; or
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) The Preferred Equity Documents, the Evergreen Acquisition Documents, or the Seller Notes,
(ii) The Senior Note Documents to the extent that such amendment, modification, or change constitutes a Prohibited Notes Document Amendment,
(iii) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that is not already referenced in clauses (i) or (ii) above other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of Permitted Indebtedness;,
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iiiiv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or
(v) any Material Contract that is not already referenced in clause (i), (ii), or (iii) above, except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 7.1,
(i) optionally prepay (whether partially or fully7.1(d), prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its SubsidiariesBorrower, other than (Ai) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) ifAbleco Loans, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness provided that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event Borrowers shall not make any optional prepayments in respect of Default is existing the Ableco Loans without the prior to any such payment, or a Default or Event written consent of Default would result from any such paymentAgent, and (y) unless if Borrowers have shall be required to make a mandatory prepayment under the terms of the Ableco Loan Agreement, Borrowers shall first offer to make a permanent prepayment of the Obligations from the Net Cash Proceeds received in connection with the event giving rise to such mandatory prepayment until paid in full (provided Lender with written notice that, in the case of amounts applied to prepay Advances, the Revolver Commitment shall be permanently reduced dollar-for-dollar by such amounts), and if the Required Lenders waive all or any portion of such proposed payment at least three (3) Business Days prior prepayment of the Obligations, any remaining Net Cash Proceeds shall be used to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfiedprepay the Ableco Loans, orand
(bi) Directly Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses Sections 7.1(b), (c), (e), (g) and or (f) of the definition of Permitted Indebtedness;
i), or (ii) amend or modify the Ableco Loan Agreement or any Material Contract except other document governing the Ableco Loans to the extent that such amendment, modification, amendment or change could not, individually or in modification is prohibited under the aggregate, reasonably be expected to be materially adverse to the interests of Lender; orAbleco Intercreditor Agreement.
(iiic) Amend, modify or otherwise change (i) the Governing Documents of any Loan Party Borrower or Subsidiary Guarantor, including, without limitation, by the filing or modification of any certificate of designation, or (ii) any agreement or arrangement entered into by it with respect to any of its Subsidiaries if Stock (including any shareholders’ agreement), or enter into any new agreement with respect to the effect thereofStock of any Borrower or Subsidiary Guarantor, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to clause (ii) of this paragraph (c) that either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of Lenderhave a Material Adverse Effect.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially or fully)Optionally prepay, redeem, defease, purchase, or otherwise optionally acquire all or any part of the principal amount of any Indebtedness Subject Debt (each, a “Restricted Debt Payment”) (it being understood that payments of any Loan Party or any of its Subsidiariesregularly scheduled interest shall be permitted), other than:
(i) payment of secured Indebtedness that becomes due as a result of the voluntary sale or Disposition of the property or assets securing such Indebtedness (other than (AABL Priority Collateral) so long as such sale or Disposition is permitted by Section 6.4 and so long as such Indebtedness is paid with the Obligations in accordance with this Agreement proceeds of such sale or a Bank Product Agreement, and (B) Permitted Intercompany Advances;Disposition; and
(ii) make any payment due under the DIP Term Loan Credit Agreement (subject to the DIP Intercreditor Agreement), in accordance with the Orders and the Budget (subject to Permitted Variances). Notwithstanding the foregoing and for the avoidance of any doubt, nothing in this Section 6.7(a) shall prohibit the repayment, prepayment, redemption, defeasance, purchase or acquisition of intercompany Indebtedness (other than for borrowed money owed among Holdings or the Obligations) ifSubsidiaries, after giving effect to any such payment, any Default or unless an Event of Default has occurred and is continuing and Holdings has received a notice from Agent instructing it not to make or would result therefrom;
(iii) permit the Subsidiaries to make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default repayment, prepayment redemption, defeasance or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, oracquisition.
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) (A) any agreement entered into in connection with the 363 Sale without the consent of the Agent, if such agreement, amendment, modification or change is adverse to the interests of the Agent or any Lender, or (B) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted the DIP Term Loan Indebtedness other than (A) without the Obligations in accordance with this Agreement consent of the Agent if such amendment, modification or a Bank Product change is prohibited pursuant to the terms of the DIP Intercreditor Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;or
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if without the effect thereof, either individually or in consent of the aggregate, could reasonably be expected to be materially adverse to the interests of LenderAgent.
Appears in 1 contract
Sources: Senior Secured Super Priority Debtor in Possession Credit Agreement
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all the Term Debt, the Senior Note Indebtedness, the Preferred Equity, or the Seller Debt,
(ii) optionally prepay, redeem, defease, purchase, or otherwise acquire any part of any other Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;; or
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) The Term Debt Documents to the extent that such amendment, modification, or change constitutes a Prohibited Term Debt Document Amendment,
(ii) The Senior Note Documents to the extent that such amendment, modification, or change constitutes a Prohibited Senior Notes Amendment,
(iii) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that is not already referenced in clauses (i) or (ii) above other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (CB) Indebtedness permitted under clauses (c), (eg), (h), (i), (j), (k) and (fo) of the definition of Permitted Indebtedness;,
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iiiiv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or
(v) any Material Contract that is not already referenced in clause (i), (ii), or (iii) above, except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders.
Appears in 1 contract
Sources: Debt Agreement (Erickson Inc.)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness a refinancing permitted by Section 7.1,
(i) optionally prepay (whether partially or fully7.1(d), prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any Subsidiary of its SubsidiariesBorrower, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orand
(b) Directly Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses Sections 7.1(b) or (c)) that (i) increases the principal amount of such Indebtedness, (eii) and increases the interest rate with respect to such Indebtedness, (fiii) increases the frequency or amount or shortens the maturity of any payments of principal or interest thereof, or (iv) makes such agreement, instrument, document, indenture or other writing materially more restrictive on Borrower or any Subsidiary of Borrower or adversely affects in any material respect (x) Borrower's, any Subsidiary of Borrower's, Agent's, or any Lender's rights or interest thereunder or hereunder or under the Loan Documents in any material respect or (y) Borrower's ability to fulfill its obligations hereunder or under the Loan Documents.
(c) Directly or indirectly amend, modify, alter, increase or change any of the definition terms or conditions of Permitted Indebtedness;any of the following documents in any manner adverse to Borrower, any Subsidiary of Borrower, Agent or Lenders:
(i) that certain Asset Purchase Agreement dated as of April 23, 2001 between Orbital Communications, OGLP Acquisition Sub LLC and OGLP Acquisition Sub II Corp.,
(ii) any Material Contract except to the extent that such amendmentcertain letter agreement dated December 4, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or2001 between Borrower and Boeing,
(iii) that certain letter agreement dated as of April 12, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the Governing Documents of any Loan Party or any purchasers and optionholders party thereto concerning Borrower's sale of its Subsidiaries if stock in ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and Associates Ltd.,
(iv) that certain Amended and Restated Registration Rights Agreement dated as of May 30, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the effect thereofpurchasers and optionholders party thereto concerning Borrower's sale of its stock in ▇▇▇▇▇▇▇▇▇, either individually or ▇▇▇▇▇▇▇▇▇ and Associates Ltd., and
(v) that certain Option and Ancillary Rights Agreement dated as of May 30, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the purchasers and optionholders party thereto concerning Borrower's sale of its stock in the aggregate▇▇▇▇▇▇▇▇▇, could reasonably be expected to be materially adverse to the interests of Lender.▇▇▇▇▇▇▇▇▇ and Associates Ltd.
Appears in 1 contract
Sources: Loan and Security Agreement (Orbital Sciences Corp /De/)
Prepayments and Amendments. Each Note Party will not, and will not permit any of its Subsidiaries to,
(aA) Except except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) 3.21, optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Note Party or any of its Subsidiaries, other than than:
(Ai) the Obligations in accordance with this Agreement or a Bank Product Indenture,
(ii) payments in respect of the ABL Indebtedness except to the extent prohibited by the terms of the Intercreditor Agreement, and ; and
(Biii) Permitted Intercompany Advances;
; provided that the Note Parties may optionally prepay or redeem Indebtedness, in an aggregate amount not to exceed the portion, if any, of the Available Amount that Note Parties elect to use to prepay or redeem such Indebtedness, such election to be specified in a written notice of an Officer of the Company calculating in reasonable detail the amount of the Available Amount immediately prior to such election and the amount thereof to be so applied; provided, that each of the following conditions is satisfied: (iii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or no Event of Default has occurred and or is continuing or of would result therefrom;
, and (iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment after giving pro forma effect to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt or redemption, (x) if a Default or Event of Default is existing the Fixed Charge Coverage Ratio for the latest Measurement Period ending prior to any such payment, or a Default or Event of Default would result from any such paymentdate shall be at least 1.10 to 1.00, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days the Total Net Leverage Ratio for the latest Measurement Period ending prior to any such payment together with such information that Lender may reasonably request date shall be no greater than 3.00 to confirm that clause (x) of this paragraph will be satisfied, 1.00; or
(bB) Directly directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (Aa) the Obligations in accordance with this Agreement or a Bank Product Indenture, (b) the ABL Documents to the extent not prohibited by the Intercreditor Agreement, (Bc) Permitted Intercompany Advances, and (Cd) Indebtedness permitted under clauses (c3), (e5) and (f6) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iiiii) the Governing Documents of any Loan Note Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Holders.
Appears in 1 contract
Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to:
(a) Except Prepay, repay, redeem, purchase, defease, or otherwise or acquire for value (including (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Junior Indebtedness, or make any payment in violation of any subordination terms of any Junior Indebtedness, except:
(i) so long as no Default or Event of Default then exists or would be caused thereby, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Junior Indebtedness, provided that such payments of Subordinated Indebtedness shall be in accordance with the subordination terms thereof or the subordination agreement applicable thereto,
(ii) in connection with Refinancing Indebtedness permitted by Section 7.16.1 and in compliance with any subordination provisions applicable thereto,
(iiii) optionally prepay (whether partially or fully), redeem, defease, purchasepayments and prepayments of Junior Indebtedness made solely with proceeds of any issuance of Qualified Equity Interests of Borrower, or otherwise acquire all or any part capital contribution in respect of any Indebtedness Qualified Equity Interests of any Loan Party or any of its SubsidiariesBorrower, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, so long as immediately before and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment or prepayment, no Default or Event of Default then exists,
(A) payments and prepayments of Junior Indebtedness as a result of the conversion of all or any portion of such Junior Indebtedness into Qualified Equity Interests of Borrower, and (B) payments of interest in respect of Junior Indebtedness in the form of payment in kind interest constituting Permitted Indebtedness,
(v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, payments and prepayments in respect of Permitted Intercompany Advances, to the extent permitted by the Intercompany Subordination Agreement, if applicable, and
(vi) without limiting and in addition to the exceptions permitted in clauses (i) through (v) above, prepayments, redemptions, purchases, defeasances and payments in respect of Junior Indebtedness prior to their scheduled maturity; provided that (i) at the time of such prepayment, redemption, purchase, defeasance or other payment, any Default or no Event of Default has occurred and is continuing or would result therefrom;
therefrom and (iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt Borrower demonstrates (x) if a Default or Event of Default that the Consolidated Leverage Ratio is existing prior not greater than 2.75 to any such payment, or a Default or Event of Default would result from any such payment, 1.00 and (y) unless Borrowers have provided Lender with written notice that the aggregate amount of any such proposed payment at least three (3) Business Days prior all cash and Cash Equivalents of Borrower and its Subsidiaries that are unrestricted and not subject to any such payment together with such information that Lender may reasonably request to confirm that clause Lien (other than any Permitted Lien) plus availability under the Revolving Credit Facility is greater than $25,000,000, in each of clauses (x) of this paragraph will be satisfiedand (y) calculated on a pro forma basis after giving effect to such prepayment, orredemption, purchase, defeasance or other payment and any Indebtedness incurred in connection therewith.
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted any Junior Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could notrespect which, individually or in the aggregate, could reasonably be expected to be materially adverse to the interests interest of Lender; the Lenders or in violation or contravention of the subordination terms thereof or the subordination agreement applicable thereto, or
(iiiii) the Quanex Incentive Plans or the Governing Documents of any Loan Party or any of its Subsidiaries Subsidiaries, in each case, if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of (A) any Indebtedness of any Loan Party or its Subsidiaries that is secured by a Lien on the Collateral that is junior to Agent's Liens, (B) any of its Subsidiariesunsecured Indebtedness having an outstanding principal amount greater than $10,000,000, or (C) Notes Indebtedness other than (Ax) to the Obligations in accordance extent such prepayments, redemptions, defeasances, purchases or other acquisitions are made with this Agreement proceeds of a capital contribution received by Parent and contributed to Borrowers, (y) to the extent such prepayments are made with proceeds of Refinancing Indebtedness or a Bank Product Agreement(z) so long as the Payment Conditions are satisfied, and (B) Permitted Intercompany Advances;or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Subordinated Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect conditions applicable to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfiedSubordinated Indebtedness, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
of (i) the Notes Indebtedness in violation of the Intercreditor Agreement or if such amendment, modification or change would (1) increase the any agreementinterest rate by more than 2.00 percentage points per annum (excluding increases resulting from the accrual of interest at the default rate) or add any new recurring fees, instrument(2) change to earlier dates any dates upon which payments of principal or interest are due thereon, document(3) change the redemption, indenturemandatory prepayment, or other writing evidencing defeasance provisions thereof in a manner adverse to the Secured Loan Parties, (4) change any covenants, defaults, or concerning Permitted Indebtedness other than events of default under any Notes Document (Aincluding the addition of covenants, defaults, or events of default not contained in the Notes Documents as in effect on the date hereof) to restrict any Secured Loan Party from making payments of the Obligations that would otherwise be permitted under the Notes Documents as in accordance with this Agreement or a Bank Product Agreementeffect on the date hereof, (B5) Permitted Intercompany Advanceschange any financial covenant in a manner adverse to Secured Loan Parties thereunder, and (C6) Indebtedness change any default or event of default thereunder in a manner adverse to Secured Loan Parties thereunder, (6) add any restrictions on the refinance of the Obligations, (7) reduce the amount of the Obligations permitted under clauses the Indenture, or (c), 8) increase the non-monetary obligations of Secured Loan Parties thereunder or confer any additional rights on the Noteholder Collateral Agent or other holders of the Notes Indebtedness that would be materially adverse to the Lenders (e) and it being understood that Liens covering additional collateral in favor of the Noteholder Collateral Agent which are permitted by clause (fu) of the definition of Permitted Indebtedness;
Liens and the Intercreditor Agreement shall not violate this clause (8)), (ii) Subordinated Indebtedness or any Material Contract other Indebtedness of any Loan Party or its Subsidiaries that is secured by a Lien on the Collateral that is junior to Agent's Liens to the extent such amendment, modification or change would violate any the subordination terms and conditions (if any) applicable to such Indebtedness, (iii) any Permitted Indebtedness except to the extent such amendment, modification or change is not individually or in the aggregate, materially adverse to the interests of the Lenders, (iv) any material contractual obligation of a Secured Loan Party (other than the Note Indenture Agreement which is addressed in clause (i) above) of any Designated Loan Party except to the extent that such amendment, modification, or change could is not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
the Lenders, or (iiiv) the Governing Documents of any Secured Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could would reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Earn-outs, Permitted Senior Unsecured Debt Refinancings and Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Parent or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;, or,
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or.
(ivb) make Except with respect to Earn-outs and the Obligations, directly or indirectly, amend, modify, or change any of the terms or provisions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness (other than (x) Permitted Intercompany Advances and (y) Indebtedness permitted under clauses (c), (e), (f), (h), (i), (j), (k), (l), (m), (r) and (s) of the definition of Permitted Indebtedness) if (1) such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Permitted Indebtedness, (2) would increase the interest rate applicable to such Permitted Indebtedness, (3) would change the subordination provision, if any, of such Permitted Indebtedness, or (4) would otherwise be adverse to the Lenders or the issuer of such Permitted Indebtedness in any material respect; provided that, notwithstanding the foregoing, the Senior Unsecured Debt Documents shall not amended, modified or supplemented to (A) increase the maximum principal amount of the Senior Unsecured Debt, (B) increase the rate of interest on any of the Senior Unsecured Debt, (C) change the dates upon which payments of principal or interest on the Senior Unsecured Debt are due, (D) change or add any event of default or any covenant with respect to the Investor Senior Unsecured Debt, (E) change any redemption or prepayment provisions of the Senior Unsecured Debt, (F) alter the subordination provisions with respect to the Senior Unsecured Debt, including, without limitation, subordinating the Senior Unsecured Debt to any other indebtedness, (xG) take any liens or security interests in any assets of any Loan Party, or (H) change or amend any other term of the Senior Unsecured Debt Documents if a Default such change or amendment would result in an Event of Default is existing prior Default, increase the obligations of any Loan Party or confer additional material rights on any holder of the Senior Unsecured Debt in a manner adverse to any such paymentLoan Party, Agent or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orLenders.
(bc) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendmentthe effect thereof, modification, or change could not, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of Lender; result in a Material Adverse Change, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Credit Agreement (MDC Partners Inc)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Parent or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;, or
(ii) make any payment on account of any Indebtedness (other than as permitted under clauses (c), (e), (h) and (j) of the Obligations) ifdefinition of Permitted Indebtedness so long as such payment is not prohibited at such time under the relevant subordination terms and conditions, if any; provided, that, both before and immediately after giving effect to each such prepayment, redemption, defeasance, purchase of acquisition, no Event of Default shall have occurred and be continuing,
(iii) other than prepayment of up to 10% of the outstanding principal amount of the New High Yield Notes, plus any prepayment premium, per annum, so long as at the time of any payment thereof (A) no Event of Default shall have occurred and be continuing or would result after giving effect to such paymentprepayment, (B) Parent and its Subsidiaries are in pro forma compliance with the provisions of Article VII and (C) Parent and its Subsidiaries have pro forma Excess Availability of at least $25,000,000,
(iv) other than prepayment of the Existing High Yield Notes with the proceeds of the Equity Investment, or
(v) prepay any Indebtedness under the Permitted Second Lien Term Loan Facility, other than, so long as no Default or Event of Default has occurred and is continuing or would result therefrom;
after giving effect to such prepayment, (iiiA) make any payment on account as expressly required by the terms of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior Permitted Second Lien Term Loan Facility, subject to any such payment, or a Default or Event of Default would result from any such paymentintercreditor arrangements in connection therewith, and (yB) unless Borrowers have provided Lender optional prepayments with written notice the proceeds of any such proposed payment at least three an initial public offering of Seitel Holdings so long as (3I) Business Days prior there are no Advances outstanding under this Agreement and (II) Parent and its Subsidiaries are in pro forma compliance with the provisions of Article VII, subject to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orintercreditor arrangements in connection therewith,
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e), (f), (g), (i) and (fm) of the definition of Permitted Indebtedness;,
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; the Lenders, or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Credit Agreement (Seitel Inc)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its SubsidiariesBorrower, other than except (Ai) in connection with a refinancing permitted by Section 7.1(c), (ii) the Obligations in accordance with this Agreement Agreement, (iii) any mandatory prepayment or a Bank Product Agreementrepurchase of the Notes pursuant to the Indenture, and (Biv) Permitted Intercompany Advances;
(ii) make any payment prepayment or redemption of any Indebtedness (other than expressly permitted pursuant to the Obligations) ifterms of the Indenture as in effect on the date hereof so long as, both before and after giving effect -47- to any such paymentprepayment or redemption, any (1) no Default or Event of Default has shall have occurred and be continuing, and (2) the sum of Availability plus Available Cash is continuing or would result therefrom;not less than $7,000,000.
(iiib) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment Except with respect to the Investor Debt (x) if a Default Indenture Documents or Event of Default is existing prior to in connection with any such paymentrefinancing permitted by Section 7.1(c), or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses Sections 7.1(b) or (c).
(c) Change or amend, or permit the change or amendment to, the terms of any Indenture Document or the Black Hawk Bonds if the effect of such amendment is to: (ei) and (f) of increase the definition of Permitted Indebtedness;
interest rate thereunder; (ii) any Material Contract except change the dates upon which payments of principal or interest are due other than to the extent that extend such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lenderdates; or
(iii) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect thereto; (iv) change the Governing Documents redemption or prepayment provisions thereof other than to extend the dates therefor or to reduce the premiums payable in connection therewith; or (v) materially increase the obligations of any Loan Party the Borrowers thereunder or otherwise confer additional material rights in a manner adverse to Lender or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of LenderBorrower.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness as expressly permitted by Section 7.1,
(i) optionally prepay (whether partially or fully7.1(d), prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its SubsidiariesBorrower, other than (A) the Obligations in accordance with this Agreement except that, (i) if all Subordinated Note Interest Conditions are satisfied at the time of any proposed payment of interest in respect of the Subordinated Notes, as determined by Agent in its Permitted Discretion, Borrower may make regularly scheduled payments or a Bank Product Agreementmandatory payments of interest (on an unmatured and non-accelerated basis) in respect of the Subordinated Notes in accordance with the terms of the Subordinated Notes and/or Subordinated Indenture, including, without limitation, Section 10 of the Subordinated Indenture, as in effect on the date hereof, and (B) Permitted Intercompany Advances;
(ii) make any payment if all Subordinated Note Repurchase conditions are satisfied at the time of any Indebtedness proposed Subordinated Note Repurchase as determined by Agent in its sole discretion, Borrower may make Subordinated Note Repurchases, and (other than the Obligationsiii) if, so long as immediately after giving effect to any such contemplated payment, any no Default or Event of Default Table of Contents then exists or has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such paymentcontinuing, and Borrower has Excess Availability of not less than $5,000,000 (y) unless Borrowers have provided Lender on a pro forma basis, with written notice trade payables being paid when due, and expenses and liabilities being paid in the ordinary course of any such proposed payment at least three business and without acceleration of sales), within five (35) Business Days prior after the Closing Date only, Borrower may repay to any such payment together with such information that Lender may reasonably request Parent up to confirm that clause (x) $5,000,000 of this paragraph will be satisfiedexisting Indebtedness of Borrower due Parent, orand
(b) Directly Except as expressly permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses Sections 7.1(b) or (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.
Appears in 1 contract
Prepayments and Amendments. (a) Except No Loan Party will, except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any such Loan Party or any of its SubsidiariesParty, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Indebtedness under the ABL Credit Agreement and (BC) Permitted Intercompany Advances;, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly No Loan Party will directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Indebtedness under the ABL Credit Agreement, (C) Permitted Intercompany Advances, and (CD) Indebtedness permitted under clauses (c), (eh), (j) and (fk) of the definition of “Permitted Indebtedness;” under the ABL Credit Agreement, or
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
(c) Notwithstanding anything to the contrary in this Section 6.6, if ▇▇▇▇▇ Fargo, in its capacity as ABL Agent and an ABL Lender under the ABL Credit Agreement, has consented in writing to any transactions or actions which would otherwise be prohibited under Sections 6.6(a) or (b), under the ABL Credit Agreement, such transactions or actions for purposes of this Agreement shall be deemed to have been consented to by ▇▇▇▇▇ Fargo, in its capacity as Agent and a Lender under this Agreement, without any further action on the part of the Agent or any other Person.
Appears in 1 contract
Sources: Credit Agreement (Unifi Inc)
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
; provided the Loan Parties may prepay the Term Loan (ii1) make any payment with the proceeds of any Indebtedness Qualified Equity Interests, (other than 2) with the Obligationsproceeds of AB-PCI Priority Collateral in accordance with the AB-PCI Intercreditor Agreement; or (3) if, after giving effect to any such payment, any with the proceeds of the Revolving Loans so long as (X) no Default or Event of Default has occurred and is continuing or would arise as a result therefrom;of such prepayment, and (Y) after giving effect to such prepayment, the Loan Parties have the Required Availability and shall be in compliance on a pro forma basis with the financial covenants set forth in Section 7 (recomputed for the most recent twelve month period for which monthly financial statements have been delivered in accordance with the terms hereof after giving effect thereto), or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (ef), (h), (i), (l), (n), (o) and or (fr) of the definition of Permitted Indebtedness;, and (D) the Term Loan to the extent permitted by the AB-PCI Intercreditor Agreement, or
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Credit Agreement (Neogenomics Inc)
Prepayments and Amendments. No Loan Party will, and each Loan Party will not permit any of its Subsidiaries to,
(a) Except do any of the following:
(i) except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) 6.01, optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness (including any principal, premium or interest) of any Loan Party Holdings or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;, or (C) with the consent of Agent, the outstanding amount of AECOM Loan Agreement Obligations, provided that such repayment shall not result in a corresponding reduction in commitments; and provided, further, that Agent agrees not to withhold such consent if there are no Loans or Letters of Credit outstanding under this Agreement at such time and the Liquidity at such time is at least $30,000,000.
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance 103 with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, (C) Subordinated 104 Indebtedness subject (x) in the case of the AECOM Loan Agreement Debt, to the AECOM Subordination Agreement and (Cy) in the case of any other Subordinated Indebtedness, to any other subordination or other intercreditor provisions applicable thereto or (D) Indebtedness permitted under clauses (c), (ef) and (fg) of the definition of “Permitted Indebtedness;”,
(ii) any (A) Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iiiB) the Governing Documents Document of any Loan Party or any of its Subsidiaries Subsidiaries, in each case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders (it being understood that, subject to Section 5.17, for the purposes of this Section 6.06(b)(ii), any change to a Loan Party’s jurisdiction of organization, incorporation or formation, as applicable, is adverse to the interests of the Lenders),
(iii) any agreement, instrument, document, indenture, or other writing evidencing or concerning Subordinated Indebtedness if (A) the effect thereof, either individually or in the aggregate, could reasonably be expected to be adverse to the interests of the Lenders or (B) such amendment, modification, or change is expressly prohibited by the applicable Subordination Provisions, or
(iv) any agreement, instrument, document, indenture, or other writing evidencing or concerning the ▇▇▇▇▇▇ ▇▇▇▇ Facility if the effect thereof, either individually or in the aggregate, could reasonably be expected to be adverse to the interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Shimmick Corp)
Prepayments and Amendments. (a) Except in connection with Earn-outs, Permitted Senior Unsecured Debt Refinancings and Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Parent or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;, or
(ii) make any payment of any Indebtedness (other than the Obligations) if, after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or would result therefrom;
(iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or.
(ivb) make Except with respect to Earn-outs and the Obligations, directly or indirectly, amend, modify, or change any of the terms or provisions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness (other than (x) Permitted Intercompany Advances and (y) Indebtedness permitted under clauses (c), (e), (f), (h), (i), (j), (k), (l), (m), (r) and (s) of the definition of Permitted Indebtedness) if (1) such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Permitted Indebtedness, (2) would increase the interest rate applicable to such Permitted Indebtedness, (3) would change the subordination provision, if any, of such Permitted Indebtedness, or (4) would otherwise be adverse to the Lenders or the issuer of such Permitted Indebtedness in any material respect; provided that, notwithstanding the foregoing, the Senior Unsecured Debt Documents shall not amended, modified or supplemented to (A) increase the maximum principal amount of the Senior Unsecured Debt, (B) increase the rate of interest on any of the Senior Unsecured Debt, (C) change the dates upon which payments of principal or interest on the Senior Unsecured Debt are due, (D) change or add any event of default or any covenant with respect to the Investor Senior Unsecured Debt, (E) change any redemption or prepayment provisions of the Senior Unsecured Debt, (F) alter the subordination provisions with respect to the Senior Unsecured Debt, including, without limitation, subordinating the Senior Unsecured Debt to any other indebtedness, (xG) take any liens or security interests in any assets of any Loan Party, or (H) change or amend any other term of the Senior Unsecured Debt Documents if a Default such change or amendment would result in an Event of Default is existing prior Default, increase the obligations of any Loan Party or confer additional material rights on any holder of the Senior Unsecured Debt in a manner adverse to any such paymentLoan Party, Agent or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, orLenders.
(bc) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendmentthe effect thereof, modification, or change could not, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of Lender; result in a Material Adverse Change, or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders.
Appears in 1 contract
Sources: Credit Agreement (MDC Partners Inc)
Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;, or
(ii) make any payment on account of Subordinated Indebtedness, except payments made at any Indebtedness time after Lender’s receipt of Borrower’s financial statements for the fiscal quarter ending September 30, 2014, so long as (other than the Obligationsi) if, after giving effect to any such payment, any no Default or Event of Default has occurred and is continuing or would result therefrom;
, (ii) at the time any such payment is made, and for the sixty (60) day period immediately prior thereto and on a projected basis for the sixty (60) day period immediately following such payment, the Borrower has Qualified Cash less any past due accounts payable equal to or greater than $7,500,000, and (iii) make any payment the Fixed Charge Coverage Ratio, as calculated on account of Indebtedness that has been contractually subordinated in right of payment a trailing twelve months basis is greater than 2.00:1.00 after giving effect to the Obligations if such payment is not permitted at such time under and on a projected basis for the subordination terms and conditions; or
twelve (iv12) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any months immediately following such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (ef), (h) and (fi) of the definition of Permitted Indebtedness;
(ii) , in each case in any Material Contract except to the extent manner that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to would be materially adverse to Agent and the interests Lender Group (it being understood and agree than any such amendment or modification that would cause the maturity of Lendersuch Indebtedness to occur prior to the Maturity Date shall be considered materially adverse to Agent and the Lender Group); or
(iiiii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders; or
(iii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be cause a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (XZERES Corp.)
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1,
(ia) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party Parent, Borrower, or any of its Borrower's Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement; provided, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness (other than the Obligations) ifhowever, after giving effect to any such payment, any that so long as no Default or Event of Default has occurred and is continuing or would result therefrom;, Parent may prepay the Indebtedness described in Section 6.1(h) with the Net Cash Proceeds of the Permitted Parent Indebtedness that is incurred on or before December 31, 2005, or a Parent Rights Offering,
(b) make any mandatory payment (if any) on account of (i) the First Lien Obligations to the extent prohibited under the Intercreditor Agreement, (ii) the Indebtedness evidenced by the Subordinated Notes to the extent prohibited under the terms of the Subordinated Notes or (iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(bc) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of:
(i) conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses Sections 6.1(b), (c), (eg), or (h); provided, however, that (i) and (fnothing in this Section 6.7(c) shall prohibit the amendment or modification of any of the definition of Permitted Indebtedness;
Bank Credit Documents (to the extent such amendment, modification, alteration, increase or change is not prohibited under the Intercreditor Agreement), and (ii) Parent, Borrower, or any Material Contract except of Borrower's Subsidiaries may directly or indirectly amend, modify, alter, increase, or change any of the terms of conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 6.1(b), (c), or (h) so long as (A) such amendment, modification, alteration, increase or change does not result in an increase in the principal amount of such Indebtedness, (B) after giving effect to such proposed amendment, modification, alteration, increase or change, the extent interest rate with respect to such Indebtedness is consistent with market terms then existing, (C) such amendment, modification, alteration, increase or change does not result in a shortening of the average weighted maturity of such Indebtedness (provided, however, that such amendment, modification, alteration, increase or change could notmay result in a shortening of the average weighted maturity of the Indebtedness so refinanced, individually renewed, or extended so long as the maturity for all of the principal that is due in respect of such Indebtedness is a date that is at least 1 year after the aggregateMaturity Date), reasonably be expected to be materially adverse (D) if the Indebtedness that is the subject of such amendment, modification, alteration, increase or change was subordinated in right of payment to the interests Obligations, then after giving effect to such amendment, modification, alteration, increase or change, the subordination terms and conditions of Lender; or
such Indebtedness must be at least as favorable to Lenders as those that were applicable to the Indebtedness prior to such amendment, modification, alteration, increase or change, and (iiiE) the Governing Documents Indebtedness that is the subject of such amendment, modification, alteration, increase or change is not recourse to any Loan Party or any Person that is liable on account of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse Obligations other than those Persons which were obligated with respect to the interests Indebtedness that is subject of Lendersuch amendment, modification, alteration, increase or change.
Appears in 1 contract
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 7.16.1 or pursuant to the Plan of Reorganization,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part the principal amount of any Indebtedness of any Loan Party or its Subsidiaries (and, for the avoidance of doubt, any mandatory prepayment or redemption of its SubsidiariesIndebtedness arising by virtue of any requirements under the terms thereof in respect of mandatory prepayments or offers to repay or redeem in connection with any asset sale, recovery event, change of control, or similar event shall not be prohibited hereunder), other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
(ii) make any payment of any Indebtedness Advances (other than of the Obligationstype described in clause (c) ifof such definition), (C) any Indebtedness in an aggregate amount not to exceed $5,000,000 in the aggregate during the term of this Agreement so long as, as of the date of any such payment and after giving effect to any such paymentthereto, any no Default or Event of Default has shall exist or have occurred and is continuing be continuing, and (D) any other Indebtedness (including Permitted Intercompany Advances of the type described in clause (c) of such definition ) so long as (1) the Payment Conditions are satisfied, (2) Agent shall have received no less than three (3) Business Days prior written notice of such transaction or would result therefrom;payment (or such shorter period as Agent may agree) and (3) Agent shall have received a Payment Conditions Certificate, or
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any conditions for such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfiedIndebtedness, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any of the Term Loan Documents or Incremental Term Loan Documents other than in accordance with the terms of the Plan of Reorganization or the Intercreditor Agreement;
(ii) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that is contractually subordinated to the Obligations (other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that unless such amendment, modification, modification or change could not, individually or in the aggregate, not reasonably be expected to be materially adverse to the interests of Lender; orthe Lenders,
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lenderthe Lenders, or
(iv) any Material Contract except in accordance with the Plan of Reorganization or to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay (whether partially or fully)prepay, redeem, defease, purchase, or otherwise acquire all or any part of any Indebtedness of any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances;
, (iiC) make Indebtedness owing under the Term Loan Agreement, (D) Indebtedness owing under the Convertible Notes, subject at all times to the subordination provisions set forth in the Convertible Notes, (E) the conversion of any Indebtedness to Stock (other than Prohibited Preferred Stock) of Parent or any prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness with the proceeds of issuance of Stock of Parent, (F) any AHYDO “catch-up” payments (including payment of any interest and principal amounts intended to prevent the applicable Indebtedness from being treated as an “Applicable High Yield Discount Obligation” within the meaning of Section 163(i)(1) of the IRC) and payments of regularly scheduled principal and interest (including default interest) and indemnity and expense reimbursement payments, in each case pursuant to the terms governing any Indebtedness, and (G) any other than the Obligations) ifprepayment, redemption, defeasance, purchase or other acquisition of Indebtedness so long as immediately before and immediately after giving effect to any such payment, any Default or prepayment (i) no Event of Default has occurred exists, and is continuing or would result therefrom;(ii) the Payment Conditions are satisfied.
(iiiii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(iv) make any payment with respect to the Investor Debt (x) if a Default or Event of Default is existing prior to any such payment, or a Default or Event of Default would result from any such payment, and (y) unless Borrowers have provided Lender with written notice of any such proposed payment at least three (3) Business Days prior to any such payment together with such information that Lender may reasonably request to confirm that clause (x) of this paragraph will be satisfied, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:,
(i) any agreement, instrument, document, indenture, indenture or other writing evidencing or concerning Permitted Indebtedness for borrowed money in an aggregate outstanding principal amount in excess of $250,000, in each case in a manner that is materially adverse to Lender’s interests under the Loan Documents, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, (C) any Term Loan Document if such amendment, modification or change is permitted under the Intercreditor Agreement and (CD) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lenderresult in a Material Adverse Change; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.
Appears in 1 contract
Sources: Credit and Security Agreement (Differential Brands Group Inc.)