Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and “AHYDO” payments and, subject to no Event of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except (A) the Refinancing thereof with the net cash proceeds of, or in exchange for, any Permitted Refinancing; (B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API; (C) the prepayment of Debt of API or any Restricted Subsidiary owed to API or a Restricted Subsidiary; (D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f); (E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other payment, (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016; (F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and (G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000. (ii) Amend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of (x) any Junior Financing Documentation in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect of the Existing Notes (in the case of each of clauses (x) and (y), other than as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted by Section 7.02(f)(xviii)) without the consent of the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Avon Products Inc), Revolving Credit Agreement (Avon Products Inc)
Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principalmanner, interest and mandatory prepayments and “AHYDO” payments and, subject to no Event of Default arising the principal under Section 8.01(g) the 2007 Senior Notes or the 2010 Senior Notes or (hb) then existing or resulting therefrom, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
(A) the Refinancing thereof with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
(C) the prepayment of Debt of API or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other payment, (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amendamend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of or relating to the 2007 Senior Notes, the 2010 Senior Notes or any Surviving Debt in any manner that would (xi) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Company or any Junior Financing Documentation in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more such Subsidiary; or (yiv) otherwise materially increase the documentation in respect obligations of the Existing Notes (in Company or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the case of each of clauses (x) and (y)foregoing, other than to prepay any Indebtedness payable to the Borrowers or a Guarantor. Notwithstanding the foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, unsecured Indebtedness; provided that either (A) after giving effect to such prepayment on a Pro Forma Basis (1) the Leverage Ratio (as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted determined by Section 7.02(f)(xviii)) without the consent of the Administrative Agent) of the Company and its Subsidiaries is less than 3.0:1.0 and (2) the Borrowers shall have at least $35,000,000 of borrowing availability under the Revolving Credit Facility or (B) such prepayment, redemption or purchase results from the exercise of conversion rights under Equity Interests that is in the form of convertible Indebtedness of the Company.
Appears in 2 contracts
Sources: Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp)
Prepayments, Etc., of Debt. (iA) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principalmanner, interest and mandatory prepayments and “AHYDO” payments and, subject to no Event of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, make any payment in connection with the amendment violation of any Junior Financingsubordination terms of, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitmentsSenior Subordinated Notes, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
(A) the Refinancing thereof with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) prepay, redeem, purchase, defease or otherwise satisfy prior to the conversion of scheduled maturity thereof in any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
manner, the principal under the 2007 Senior Notes or (C) the prepayment of Debt of API or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other payment, (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amendamend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of (x) or relating to the 2007 Senior Notes, any Junior Financing Surviving Debt, the Senior Subordinated Indenture or, if the Bridge Loans are issued, the Bridge Loan Documentation in respect any manner that would (1) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (2) alter the redemption, prepayment or subordination provisions thereof; (3) alter the covenants or events of default in a manner that would make such provisions more onerous or restrictive to the Borrower or any Debt having an aggregate outstanding principal amount of $75,000,000 or more such Subsidiary; or (y4) otherwise increase the documentation in respect obligations of the Existing Notes (in Borrower or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the case of each of clauses (x) and (y)foregoing, other than to prepay any Debt payable to the Borrower or a Subsidiary Guarantor. Notwithstanding the foregoing, the Borrower shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, unsecured Debt; provided that, after giving effect to such prepayment on a pro forma basis (I) the Senior Leverage Ratio (as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted determined by Section 7.02(f)(xviii)) without the consent of the Administrative Agent) of the Borrower and its Subsidiaries is less than 3.0:1.0 and (II) the Borrower shall have at least $25,000,000 of borrowing availability under the Revolving Credit Facility.
Appears in 2 contracts
Sources: Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp)
Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner (it being understood that payments of regularly scheduled principalmanner, interest and mandatory prepayments and “AHYDO” payments and, subject to no Event of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, make any payment in connection with the amendment violation of any Junior Financingsubordination terms of, the payment any Debt or permit any of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment its Subsidiaries to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
do so except (A) the Refinancing thereof payment or prepayment of any or all of the Obligations incurred pursuant to Section 5.02(b)(v) in accordance with the net cash proceeds ofterms thereof, or in exchange for, any Permitted Refinancing;
(B) subject to the conversion Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) or all of API;
the Obligations under the Loan Documents, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (E) the prepayment of intercompany Debt of API or owed by any Restricted Subsidiary owed Loan Party to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepaymentsLoan Party, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other payment, (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amendamend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of any Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt or Subordinated Debt that (xA) could not reasonably be expected to adversely affect the Agents or the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any Junior Financing Documentation in respect scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt having an aggregate outstanding principal amount or such Subordinated Debt prior to the date of $75,000,000 such amendment, modification or more change or (yiii) the documentation amend, modify, or change in respect any manner any term or condition of the Existing Notes (in New Third Lien Documents except to the case of each of clauses (x) and (y), other than as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt extent permitted by Section 7.02(f)(xviii)) without the consent of the Administrative AgentThird Lien Intercreditor and Subordination Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc)
Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Debt (it being understood that payments other than Obligations), or make any payment in violation of regularly scheduled principalany subordination terms of any Debt subordinated to the Obligations, interest and mandatory prepayments and “AHYDO” payments andexcept as permitted by the applicable subordination agreement or subordination terms with respect thereto, subject (ii) amend, modify or change in any manner any term or condition of any Debt subordinated to no Event of Default arising under Section 8.01(g) the Obligations except as permitted by the applicable subordination agreement or subordination terms with respect thereto; or (hiii) then existing amend or resulting therefrommodify any documents or instruments governing any Debt other than the Loan Documents (including, without limitation, the Permitted Senior Notes), other than amendments that could not be reasonably expected to have a Material Adverse Effect or adversely affect in any material respect the interests of the Lender Parties. Notwithstanding the foregoing in this Section 5.02(j), the conversion, exchange, settlement and/or redemption of any Permitted Convertible Indebtedness, Permitted Bond Hedge Transaction or Permitted Warrant Transaction shall not be prohibited by this Section 5.02(j); provided that (1) any payment made in cash to holders of Permitted Convertible Indebtedness in excess of the original principal (or notional) amount thereof and interest thereon (other than payment of customary fees, costs and expenses associated therewith), and interest on such excess amount (except to the extent that a corresponding amount is received by the Borrower in cash (whether through a direct cash payment or a settlement in shares of stock that are promptly sold for cash) substantially contemporaneously from the other party to a Permitted Bond Hedge Transaction relating to such Permitted Convertible Indebtedness) and (2) any cash payment made in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money settlement of a Loan Party that is unsecured or subordinated in right of payment Permitted Warrant Transaction to the Credit Document Obligations expressly by its terms extent the Borrower has the option of satisfying such payment obligation through the issuance of shares of common stock, may be made, in each case under the foregoing clauses (other than Debt among API 1) and its Restricted Subsidiaries) (collectively, “Junior Financing”2), except
only if (A) the Refinancing thereof with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
(C) the prepayment of Debt of API or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other payment, (1x) no Default or Event of Default has occurred and is continuing shall exist immediately before or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined immediately after giving effect thereto on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31pro forma basis, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of (x) any Junior Financing Documentation in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation Borrower shall deliver a certificate from a Responsible Officer in respect of the Existing Notes (in the case of each of clauses (x) form and (y), other than as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted by Section 7.02(f)(xviii)) without the consent of detail reasonably satisfactory to the Administrative AgentAgent confirming the foregoing and demonstrating compliance with the financial covenants set forth in Section 5.04 after giving effect thereto on a pro forma basis.
Appears in 2 contracts
Sources: Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc)
Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner manner, or make any payment in violation of any subordination terms of, any Debt or permit any of its Subsidiaries to do so, except (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and “AHYDO” payments and, A) subject to no Event the terms of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, in connection with the amendment of any Junior FinancingThird Lien Intercreditor and Subordination Agreement, the payment or prepayment of related fees (other than in connection with any amendment that reduces or forgives all of the commitmentsObligations under the Purchase Documents, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
(A) the Refinancing thereof with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) the conversion payment or prepayment of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) or all of API;
the Obligations incurred in accordance with Section 5.02(b)(iii), (C) subject to the terms of the Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations incurred in accordance with Section 5.02(b)(ii), (D) regularly scheduled or required repayments or redemptions of Surviving Debt, and (E) the prepayment of intercompany Debt of API owed by any Obligor to any other Obligor by the Parent or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) of the Refinancing thereof with the proceeds ofParent, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other payment, (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amendamend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of any Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries to do so, except in each case for any amendment, modification or change of such Surviving Debt or Subordinated Debt that (xA) could not reasonably be expected to adversely effect the Purchasers, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any Junior Financing Documentation in respect scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated Debt, or permit any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect its Subsidiaries to do any of the Existing Notes (in the case of each of clauses (x) foregoing, and (y)D) shall not contain mandatory redemption, other prepayment, covenant or event of default provisions materially more restrictive than as a result the terms of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing such Surviving Debt or other Subordinated Debt permitted by Section 7.02(f)(xviii)) without prior to the consent date of the Administrative Agentsuch amendment, modification or change.
Appears in 1 contract
Prepayments, Etc., of Debt. (i) PrepayNo Borrower shall, nor shall any Borrower permit any of its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Debt, except (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and “AHYDO” payments and, subject to no Event of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
(A) the Refinancing thereof with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
(Ca) the prepayment of the Loans in accordance with the terms of this Agreement and the prepayment of Debt payable to LS&Co, (b) the payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Debt (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of a permitted Disposition, (c) the prepayment of secured Debt, in whole or in part, in conjunction with the refinancing of such Debt provided that (i) the proceeds from such refinancing are sufficient to prepay such Debt or part thereof being refinanced and (ii) there is no increase in the Aggregate Revolver Outstandings as a result of such prepayment, (d) the close out of Ordinary Course Hedge Agreements, (e) Debt of API LS&Co to any of its Subsidiaries (other than the Excluded Subsidiary) and Debt of any of its Subsidiaries (other than the Excluded Subsidiary) to LS&Co or any Restricted Subsidiary owed of its other Subsidiaries (other than the Excluded Subsidiary) to API or a Restricted Subsidiary;
the extent such Debt to be prepaid is permitted pursuant to Section 7.15, in each case, in accordance with any subordination terms thereof, (Df) prepayment by Foreign Subsidiaries of Debt of Foreign Subsidiaries; (g) mandatory prepayments required under the documentation for an IP Facility; and (h) prepayments of LS&Co’s outstanding 12.25% senior notes due December 2012; provided that (i) the Refinancing thereof with requirements of this Section 7.24 shall not apply (A) during any Minimum Excess Availability Period (I) occurring during the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
period beginning on the Amendment Date and ending on the Trademark Subfacility Payoff Date (E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such as (x) after giving effect to any proposed prepayment, redemption, purchase, defeasance or other paymentsatisfaction of Debt, Availability would not be less than $125,000,000 and (1y) immediately before and after giving effect to any proposed prepayment, redemption, purchase, defeasance or other satisfaction of Debt, no Default or Event of Default has occurred and is continuing continuing) or (II) occurring during the period beginning on the date after the Trademark Subfacility Payoff Date (so long as (x) after giving effect to any proposed prepayment, redemption, purchase, defeasance or other satisfaction of Debt, Availability would result therefrom, (2) Liquidity at such time shall equal or exceed not be less than $400,000,000 25,000,000 and (3y) the Total Leverage Ratio immediately before and after giving effect to any proposed prepayment, redemption, purchase, defeasance or other satisfaction of Debt, no Default or Event of Default has occurred and is continuing) or (determined on a Pro Forma Basis in accordance with Section 1.02B) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment satisfaction of Debt made with respect the proceeds of the issuance of Equity Interests of LS&Co or any Foreign Subsidiary, and (ii) no Default or Event of Default shall be deemed to the 2.375% Existing Notes due 2016;
(F) have occurred following any Minimum Excess Availability Period based solely on any prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of (x) any Junior Financing Documentation in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect of the Existing Notes (in the case of each of clauses (x) and (y), other than as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other satisfactions of Debt permitted by made, declared or otherwise paid during any Minimum Excess Availability Period and any such prepayments, redemptions, purchases, defeasances or other satisfactions of Debt shall not be taken into account when applying the dollar limitations set forth in this Section 7.02(f)(xviii)) without the consent of the Administrative Agent7.24.
Appears in 1 contract
Sources: Credit Agreement (Levi Strauss & Co)
Prepayments, Etc., of Debt. Unless (ix) Prepaythe Leverage Ratio is not more than 3.75:1.00, as set forth in the most recent officer’s certificate received by the Administrative Agent pursuant to Section 5.03(b) or Section 5.03(c) or (y) irrespective of whether the preceding clause (x) is applicable, an Investment Grade Period shall have commenced after the date hereof (irrespective of whether such Investment Grade Period shall have ended), prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principalmanner, interest and mandatory prepayments and “AHYDO” payments and, subject to no Event of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, make any payment in connection with the amendment violation of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment to the Credit Document Obligations expressly by its subordination terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
(A) the Refinancing thereof with the net cash proceeds of, or in exchange forany Material Debt, any Permitted Refinancing;
except (B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
(Ci) the prepayment of Debt of API or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof Advances in accordance with the proceeds ofterms of this Agreement, (ii) regularly scheduled or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing required repayments or redemptions of Material Debt or any (other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other than payments in respect of Junior Financings prior to their scheduled maturity, so long as, at Material Debt constituting Subordinated Debt which are in contravention of the time of such prepayment, redemption, purchase, defeasance or other paymentsubordination provisions thereof), (1iii) no Default any prepayments or Event redemptions of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) Material Debt in connection with any prepaymenta refunding or refinancing of such Material Debt with Refinancing Debt, redemption(iv) payments of secured Material Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Debt, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(Fv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with Material Debt owed to the net cash proceeds Parent or any Subsidiary, and (vi) redemptions, prepayments or defeasance at any time of any senior or subordinated Material Debt and premium thereon (whether secured or unsecured) of the Designated Asset Sale; and
(G) Borrower or of any Subsidiaries, provided that no Default shall have occurred and be continuing at such time or would result therefrom and after giving effect thereto, the Refinancing thereof sum of the Unused Revolving Credit Commitments and Unrestricted Cash shall not be less than $100,000,000, provided, further that in the case of any such redemption, prepayment or defeasance of Material Debt with a scheduled maturity date later than the Net Cash Proceeds earliest Termination Date, the amount of Loans under the Facility such redemption, prepayment or defeasance shall not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) AmendAvailable Basket Amount Not Otherwise Applied at such time; or amend, modify or change in any manner materially adverse to the interests of the Banks Lender Parties any term or condition of (x) any Junior Financing Documentation in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect of the Existing Notes (in the case of each of clauses (x) and (y), other than as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Material Debt or other Debt permitted by Section 7.02(f)(xviii)) without the consent of the Administrative AgentSubordinated Debt.
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Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy satisfy, or permit any of its Subsidiaries to prepay, redeem, purchase, defease or otherwise satisfy, prior to the scheduled maturity thereof in any manner any Junior Debt prior to the Termination Date except (it being understood that 1) mandatory redemptions and prepayments of principal and payments of regularly scheduled principalinterest, interest and mandatory prepayments and “AHYDO” payments andin each case that are required under the terms of such Junior Debt, subject to no Event (2) prepayments, redemptions, purchases or defeasements of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, such Junior Debt made in connection with the amendment refinancing thereof with Debt permitted under and incurred pursuant to Section 5.02(b)(iii) as long as such Debt is not guaranteed by Subsidiaries of any Junior Financing, the payment of related fees (Borrower other than in connection with any amendment that reduces or forgives the commitmentsSubsidiary Guarantors and, outstanding principal amount or effective yield of if such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or so refinanced was subordinated in right of payment to the Credit Document Obligations expressly by its terms Obligations, such refinancing Debt is subordinated in right of payment to the obligations at least to the same extent as such Debt so refinanced, (other than Debt among API and its Restricted Subsidiaries3) (collectivelyany Existing AROP Notes may be refinanced, “Junior Financing”)prepaid, except
(A) the Refinancing thereof redeemed, repurchased, defeased or otherwise satisfied with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
(C) the prepayment of Debt of API or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Existing AROP Notes Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E4) prepayments, redemptions, purchases, defeasances and other payments in respect purchases or defeasements of such Junior Financings Debt so long as immediately after giving Pro Forma Effect thereto (A) the Fixed Charge Ratio for the four quarter period ended immediately prior to their scheduled maturitysuch prepayment is equal to or greater than 1.0:1.0 (provided, so long as, at the time of such prepayment, redemption, purchase, defeasance that this subclause (A) shall not apply to Junior Debt incurred or other payment, (1outstanding pursuant to Section 5.02(b)(ii)) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3B) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth there shall be Liquidity in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 amount of at least $200,000,000; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amendamend or otherwise modify, modify or change in any manner materially adverse permit Subsidiary to the interests of the Banks any term amend or condition of (x) otherwise modify, any Junior Financing Documentation Debt in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect of the Existing Notes (in the case of each of clauses (x) and (y), other than as a result of manner that would have a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted by Section 7.02(f)(xviii)) without the consent of the Administrative AgentMaterial Adverse Effect.
Appears in 1 contract
Prepayments, Etc., of Debt. (ia) PrepayParent shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, (x) voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and “AHYDO” shall be permitted unless such payments and, subject to no Event of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, in connection with the amendment violate any subordination terms of any Junior FinancingFinancing Documentation) any Permitted Junior Debt, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitmentsTerm Debt, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes Term Refinancing Debt or any other Permitted Refinancing of any of the foregoing, or (y) prepay the Term Debt for borrowed money or Term Refinancing Debt out of a Loan Party that is unsecured excess cash flow (or subordinated an equivalent terms) in right of payment to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
(A) the Refinancing thereof accordance with the net cash proceeds ofterms thereof, or (z) make any payment in exchange for, violation of any subordination terms of any Junior Financing Documentation except (i) any Permitted Refinancing;
Refinancing permitted in respect thereof, (Bii) the conversion of any Junior Financing such Debt (or any Permitted Refinancing thereof) to Equity Interests (other than Disqualified Equity InterestsInterests unless such Disqualified Equity Interests would be permitted by Section 10.2.3) of API;
Parent, (Ciii) the prepayment of Debt of API Parent or any Restricted Subsidiary owed to API Parent or any Restricted Subsidiary to the extent not prohibited by applicable subordination provisions, (iv) prepayments, redemptions, purchases, defeasances, other payments and satisfaction from the proceeds of equity issuances, (v) AHYDO catch-up payments, (vi) any payment permitted to be made pursuant to Section 10.2.6(i) if it were a Restricted Subsidiary;
Payment, and (Dvii) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior Debt subject to their scheduled maturitythe satisfaction of the Debt Repayment Conditions in connection therewith. For greater certainty, so long asnothing in this Section 10.2.13(a) or elsewhere in this Agreement shall limit or restrict the ability of Parent or any Restricted Subsidiary to prepay, at the time of such prepayment, redemptionredeem, purchase, defeasance defease or other paymentotherwise satisfy prior to the scheduled maturity thereof any Existing Series A Notes or Existing Series B Notes or any Debt listed on Schedule 10.2.3(b), (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) in each case that remain outstanding after the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as consummation of the last day of Recapitalization Transactions and the most recently ended Test Period is less than or equal to other Transactions on the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000Closing Date.
(iib) AmendParent shall not, modify nor shall it permit any Restricted Subsidiary to, directly or change indirectly, amend, modify, change, terminate or release in any manner materially adverse to the interests of the Banks Lenders any term or condition of (x) any Junior Financing Documentation in respect of (or any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect of the Existing Notes (in the case of each of clauses (x) and (y), other than as a result of a Permitted Refinancing thereof) if the effect thereof or, in the case of any would be to cause such Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted to no longer constitute Junior Lien Refinancing Debt or other Debt permitted by Section 7.02(f)(xviii)) Financing without the consent of the Administrative AgentAgent (which consent shall not be unreasonably withheld, conditioned or delayed).
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Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principalmanner, interest and mandatory prepayments and “AHYDO” payments and, subject to no Event of Default arising the principal under Section 8.01(g) the 2007 Senior Notes or the 2010 Senior Notes or (hb) then existing or resulting therefrom, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
(A) the Refinancing thereof with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
(C) the prepayment of Debt of API or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other payment, (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amendamend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of or relating to the 2007 Senior Notes, the 2010 Senior Notes or any Surviving Debt in any manner that would (xi) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Borrower or any Junior Financing Documentation in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more such Subsidiary; or (yiv) otherwise materially increase the documentation in respect obligations of the Existing Notes (in Borrower or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the case of each of clauses (x) and (y)foregoing, other than to prepay any Indebtedness payable to the Borrower or a Guarantor. Notwithstanding the foregoing, the Borrower shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, unsecured Indebtedness; provided that either (A) after giving effect to such prepayment on a Pro Forma Basis (1) the Leverage Ratio (as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted determined by Section 7.02(f)(xviii)) without the consent of the Administrative Agent) of the Borrower and its Subsidiaries is less than 3.0:1.0 and (2) the Borrower shall have at least $35,000,000 of borrowing availability under the Revolving Credit Facility or (B) such prepayment, redemption or purchase results from the exercise of conversion rights under Equity Interests that is in the form of convertible Indebtedness of the Borrower.
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Prepayments, Etc., of Debt. (ia) PrepayParent shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, (x) voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and “AHYDO” shall be permitted unless such payments and, subject to no Event of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, in connection with the amendment violate any subordination terms of any Junior FinancingFinancing Documentation) any Permitted Junior Debt, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitmentsTerm Debt, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes Term Refinancing Debt, UST Tranche A Facility Indebtedness, UST Tranche A Refinancing Debt, UST Tranche B Facility Indebtedness, UST Tranche B Refinancing Debt, Specified Pension Fund Obligations or any other Permitted Refinancing of any of the foregoing, or (y) prepay the Term Debt for borrowed money or Term, Term Refinancing Debt, UST Tranche A Facility Indebtedness, UST Tranche A Refinancing Debt, UST Tranche B Facility Indebtedness, UST Tranche B Refinancing Debt out of a Loan Party that is unsecured excess cash flow (or subordinated an equivalent terms) in right of payment to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
(A) the Refinancing thereof accordance with the net cash proceeds ofterms thereof, or (z) make any payment in exchange for, violation of any subordination terms of any Junior Financing Documentation except (i) any Permitted Refinancing;
Refinancing permitted in respect thereof, (Bii) the conversion of any Junior Financing such Debt (or any Permitted Refinancing thereof) to Equity Interests (other than Disqualified Equity InterestsInterests unless such Disqualified Equity Interests would be permitted by Section 10.2.3) of API;
Parent, (Ciii) the prepayment of Debt of API Parent or any Restricted Subsidiary owed to API Parent or any Restricted Subsidiary to the extent not prohibited by applicable subordination provisions, (iv) prepayments, redemptions, purchases, defeasances, other payments and satisfaction from the proceeds of equity issuances, (v) AHYDO catch-up payments, (vi) any payment permitted to be made pursuant to Section 10.2.6(i) if it were a Restricted Subsidiary;
Payment, and (Dvii) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior Debt subject to their scheduled maturitythe satisfaction of the Debt Repayment Conditions in connection therewith. For greater certainty, so long asnothing in this Section 10.2.13(a) or elsewhere in this Agreement shall limit or restrict the ability of Parent or any Restricted Subsidiary to prepay, at the time of such prepayment, redemptionredeem, purchase, defeasance defease or otherwise satisfy prior to the scheduled maturity thereof any Existing Series A Notes or Existing Series B Notes or any Debt listed on Schedule 10.2.3(b), in each case that remain outstanding after the consummation of the Recapitalization Transactions and the other paymentTransactions on the Closing Date or (ii) any ordinary course obligations that were deferred, (1) no Default partially paid, postponed or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) otherwise remaining outstanding as of the last day of the most recently ended Test Period is less than or equal Amendment No. 6 Effective Date and permitted pursuant to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;Section 10.2.3(ff). 151
(Fb) prepayments(i)Parent shall not, redemptionsnor shall it permit any Restricted Subsidiary to, purchasesdirectly or indirectly, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amendamend, modify modify, change, terminate or change release in any manner materially adverse to the interests of the Banks Lenders any term or condition of (x) any Junior Financing Documentation in respect of (or any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect of the Existing Notes (in the case of each of clauses (x) and (y), other than as a result of a Permitted Refinancing thereof) if the effect thereof or, in the case of any would be to cause such Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted to no longer constitute Junior Lien Refinancing Debt or other Debt permitted by Section 7.02(f)(xviii)) Financing without the consent of the Administrative AgentAgent (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner (it being understood that payments of regularly scheduled principalmanner, interest and mandatory prepayments and “AHYDO” payments and, subject to no Event of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, make any payment in connection with the amendment violation of any Junior Financingsubordination terms of, the payment any Debt or permit any of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment its Subsidiaries to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
do so except (A) the Refinancing thereof payment or prepayment of any or all of the Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents in accordance with the net cash proceeds ofterms thereof, or in exchange for, any Permitted Refinancing;
(B) subject to the conversion Second Lien Intercreditor and Subordination Agreement, the payment or prepayment of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) or all of API;
the Obligations under the Loan Documents, (C) regularly scheduled or required repayments or redemptions of Surviving Debt and (D) the prepayment of Debt of API any Loan Party by the Parent or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other payment, (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than Parent or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amendamend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of any Surviving Debt or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt that (xA) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt (C) would not increase the applicable interest rate of such Surviving Debt, or permit any Junior Financing Documentation in respect of its Subsidiaries to do any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect of the foregoing and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt prior to the date of such amendment, modification or change; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Notes Debt Refinancing (and thereafter make any regularly scheduled or required repayments or redemptions of Debt incurred in the case of each of clauses (xconnection with any such Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing) and (y), other than as a result of a Permitted Refinancing thereof 2) refinance the Debt under the Loan Documents in full or, pursuant to Section 5.02(b)(v) in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted by Section 7.02(f)(xviii)) without the consent of the Administrative Agentpart.
Appears in 1 contract
Sources: Credit Agreement (Itc Deltacom Inc)
Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner (it being understood that payments of regularly scheduled principalmanner, interest and mandatory prepayments and “AHYDO” payments and, subject to no Event of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, make any payment in connection with the amendment violation of any Junior Financingsubordination terms of, the payment any Debt or permit any of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment its Subsidiaries to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
do so except (A) the Refinancing thereof with payment or prepayment of any or all of the net cash proceeds ofObligations under the Note Purchase Documents, or in exchange for, any Permitted Refinancing;
(B) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the conversion proceeds of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
replacement or refinancing Debt permitted under such Section, (C) prepayments in full of Debt incurred pursuant to Section 5.02(b)(iii) but only with the proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt, and (E) the prepayment of intercompany Debt of API owed by any Obligor to any other Obligor by the Parent or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other payment, (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31Parent, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amendamend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of (x) any Junior Financing Documentation Surviving Debt or any Subordinated Debt, or permit any of its Subsidiaries to do so, except in respect each case for any amendment, modification or change of any such Debt having an aggregate outstanding principal amount that (A) could not reasonably be expected to adversely effect the Note Purchasers, (B) would not accelerate the scheduled amortization or final maturity date of $75,000,000 such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing, and (D) shall not contain mandatory redemption, prepayment, covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt or Subordinated Debt prior to the date of such amendment, modification or change, or (yiii) the documentation amend, modify or change in respect any manner any term or condition of the Existing Notes (in Second Lien Loan Documents or the case of each of clauses (x) and (y), other than as a result of a Permitted Refinancing thereof orNew Third Lien Documents except, in each case, to the case of any Junior Financing Documentation in respect of the Existing Notesextent such amendment, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt modification or other Debt change is permitted by Section 7.02(f)(xviii)) without the consent of the Administrative AgentIntercreditor and Subordination Agreements.
Appears in 1 contract
Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principalmanner, interest and mandatory prepayments and “AHYDO” payments and, subject to no Event of Default arising under Section 8.01(g) the 2010 Senior Notes or the Euro Notes or (hb) then existing or resulting therefrom, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
(A) the Refinancing thereof with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
(C) the prepayment of Debt of API or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other payment, (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amendamend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of or relating to the 2010 Senior Notes, the Euro Notes or any Surviving Debt in any manner that would (xi) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Company or any Junior Financing Documentation in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more such Subsidiary; or (yiv) otherwise materially increase the documentation in respect obligations of the Existing Notes (in Company or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the case of each of clauses (x) and (y)foregoing, other than as to prepay any Indebtedness payable to the Borrowers or a result Guarantor. Notwithstanding the foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, Indebtedness; provided that either (A) after giving effect to such prepayment on a Pro Forma Basis (1) the Company will be in compliance with the financial covenants set forth in Section 5.9 and (2) the Borrowers shall have at least $35,000,000 of a Permitted Refinancing thereof orborrowing availability under the Revolving Credit Facility or (B) such prepayment, redemption or purchase results from the exercise of conversion rights under Equity Interests that is in the case form of any Junior Financing Documentation in respect convertible Indebtedness of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted by Section 7.02(f)(xviii)) without the consent of the Administrative AgentCompany.
Appears in 1 contract
Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, the principal of Permitted Unsecured Indebtedness (excluding Indebtedness set forth on Schedule 3.16 or Indebtedness incurred under Section 6.1(d)) or the 2017 Senior Notes (or any Indebtedness constituting a Permitted Refinancing thereof) or (b) amend, modify or change in any manner any term or condition of or relating to Permitted Unsecured Indebtedness or the 2017 Senior Notes (it being understood or any Indebtedness constituting a Permitted Refinancing thereof) in any manner that payments would (i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of regularly default in a manner that would make such provisions materially more onerous or restrictive to the Company or any such Subsidiary; or (iv) otherwise materially increase the obligations of the Company or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing, other than to prepay any Indebtedness payable to the Company or a Guarantor. Notwithstanding the foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled principalmaturity thereof in any manner, interest and mandatory prepayments and “AHYDO” payments and, subject to Indebtedness; provided that (A) (i) no Event of Default arising under Section 8.01(g) has occurred and would be continuing or (h) then existing or resulting therefrom, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment would exist after giving effect to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
(A) the Refinancing thereof with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
(C) the prepayment of Debt of API or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other paymentsatisfaction, (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3ii) the Total Leverage Ratio (determined Company shall be in compliance with the financial covenants set forth in Section 6.13 on a Pro Forma Basis in accordance with Section 1.02Basis; and (iii) as of the last day of the most recently ended Test Period is Total Net Leverage Ratio shall be less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 3.75 to 1.00 June 30on a Pro Forma Basis, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3B) in connection with any such prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings satisfaction is made with the net cash proceeds of the Designated Asset Sale; and
(G) the Qualified Equity Interests or in exchange for Qualified Equity Interests or is made pursuant to any Permitted Refinancing thereof or with the Net Cash Proceeds proceeds of Loans under Permitted Unsecured Indebtedness or (C) such prepayment, redemption, purchase, defeasance or satisfaction results from the Facility not to exceed the excess exercise of (x) the Total Commitment over (y) $400,000,000.
(ii) Amend, modify or change in any manner materially adverse to the interests put rights by holders of Indebtedness of the Banks any term or condition of (x) any Junior Financing Documentation in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect of the Existing Notes (in the case of each of clauses (x) and (yCompany permitted under Section 6.1(d), other than arising as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect price of the Existing Notes, Company’s common stock exceeding a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted by Section 7.02(f)(xviii)) without the consent of the Administrative Agentspecified price.
Appears in 1 contract
Sources: Credit Agreement (Itron Inc /Wa/)
Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, the principal of Permitted Unsecured Indebtedness (excluding Indebtedness set forth on Schedule 3.16 or Indebtedness incurred under Section 6.1(d)) or (b) amend, modify or change in any manner any term or condition of or relating to Permitted Unsecured Indebtedness in any manner that would (it being understood i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof in a manner that payments would be materially adverse to the Lenders; (iii) alter the covenants or events of regularly default in a manner that would make such provisions materially more onerous or restrictive to the Company or any such Subsidiary; or (iv) otherwise materially increase the obligations of the Company or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing, other than to prepay any Indebtedness payable to the Company or a Guarantor. Notwithstanding the foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled principalmaturity thereof in any manner, interest and mandatory prepayments and “AHYDO” payments and, subject to Indebtedness; provided that (A) (i) no Event of Default arising under Section 8.01(g) has occurred and would be continuing or (h) then existing or resulting therefrom, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment would exist after giving effect to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
(A) the Refinancing thereof with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
(C) the prepayment of Debt of API or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other paymentsatisfaction, (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3ii) the Total Leverage Ratio (determined Company shall be in compliance with the financial covenants set forth in Section 6.13 on a Pro Forma Basis in accordance with Section 1.02Basis; and (iii) as of the last day of the most recently ended Test Period is Total Net Leverage Ratio shall be less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which 3.00 : 1.00 on a Pro Forma Basis, (B) such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings satisfaction is made with the net cash proceeds of the Designated Asset Sale; and
(G) the Qualified Equity Interests or in exchange for Qualified Equity Interests or is made pursuant to any Permitted Refinancing thereof or with the Net Cash Proceeds proceeds of Loans under Permitted Unsecured Indebtedness or (C) such prepayment, redemption, purchase, defeasance or satisfaction results from the Facility not to exceed the excess exercise of (x) the Total Commitment over (y) $400,000,000.
(ii) Amend, modify or change in any manner materially adverse to the interests put rights by holders of Indebtedness of the Banks any term or condition of (x) any Junior Financing Documentation in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect of the Existing Notes (in the case of each of clauses (x) and (yCompany permitted under Section 6.1(d), other than arising as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect price of the Existing Notes, Company’s common stock exceeding a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted by Section 7.02(f)(xviii)) without the consent of the Administrative Agentspecified price.
Appears in 1 contract
Sources: Credit Agreement (Itron Inc /Wa/)
Prepayments, Etc., of Debt. (i) PrepayNo Borrower shall, nor shall any Borrower permit any of its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Debt, except (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments and “AHYDO” payments and, subject to no Event of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
(A) the Refinancing thereof with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
(Ca) the prepayment of the Loans in accordance with the terms of this Agreement and the prepayment of Debt payable to LS&Co, (b) the payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Debt (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of a permitted Disposition, (c) the prepayment of secured Debt, in whole or in part, in conjunction with the refinancing of such Debt provided that (i) the proceeds from such refinancing are sufficient to prepay such Debt or part thereof being refinanced and (ii) there is no increase in the Aggregate Revolver Outstandings as a result of such prepayment, (d) the close out of Ordinary Course Hedge Agreements, (e) Debt of API LS&Co to any of its Subsidiaries and Debt of any of its Subsidiaries to LS&Co or any Restricted Subsidiary owed of its other Subsidiaries to API or a Restricted Subsidiary;
the extent such Debt to be prepaid is permitted pursuant to Section 7.15, in each case, in accordance with any subordination terms thereof, (Df) prepayment by Foreign Subsidiaries of Debt of Foreign Subsidiaries; (g) mandatory prepayments required under the documentation for an IP Facility; and (h) prepayments of LS&Co’s outstanding 7.00% notes due November 2006; provided, that in each case, prior to any such prepayment set forth in Section 7.24(a) through Section 7.24(g), LS&Co shall have satisfied the requirements of Section 7.30 with respect to its outstanding 7.00% notes due November 2006; provided further, that (i) the Refinancing thereof with the proceeds of, or in exchange for, requirements of this Section 7.24 shall not apply (A) during any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
Minimum Excess Availability Period (E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such as after giving effect to any proposed prepayment, redemption, purchase, defeasance or other paymentsatisfaction of Debt, (1) no Default or Event of Default has occurred and is continuing or Availability would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is not be less than $25,000,000) or equal (B) to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment satisfaction of Debt made with respect the proceeds of the issuance of Equity Interests of LS&Co or any Foreign Subsidiary, and (ii) no Default or Event of Default shall be deemed to the 2.375% Existing Notes due 2016;
(F) have occurred following any Minimum Excess Availability Period based solely on any prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of (x) any Junior Financing Documentation in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect of the Existing Notes (in the case of each of clauses (x) and (y), other than as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other satisfactions of Debt permitted by made, declared or otherwise paid during any Minimum Excess Availability Period and any such prepayments, redemptions, purchases, defeasances or other satisfactions of Debt shall not be taken into account when applying the dollar limitations set forth in this Section 7.02(f)(xviii)) without the consent of the Administrative Agent7.24.
Appears in 1 contract
Sources: Credit Agreement (Levi Strauss & Co)
Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner (it being understood that payments of regularly scheduled principalmanner, interest and mandatory prepayments and “AHYDO” payments and, subject to no Event of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, make any payment in connection with the amendment violation of any Junior Financingsubordination terms of, the payment any Debt or permit any of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment its Subsidiaries to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
do so except (A) the Refinancing thereof payment or prepayment of any or all of the Obligations under the First Lien Loan Documents or, Refinanced First Lien Loan Documents, the Second Lien Loan Document or the Refinanced Second Lien Loan Documents in accordance with the net cash proceeds ofterms thereof, or in exchange for, any Permitted Refinancing;
(B) subject to the conversion Third Lien Intercreditor and Subordination Agreement, the payment or prepayment of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) or all of API;
the Obligations under the Loan Documents, (C) regularly scheduled or required repayments or redemptions of Surviving Debt and (D) the prepayment of Debt of API any Loan Party by the Parent or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other payment, (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than Parent or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amendamend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of any Surviving Debt or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt that (xA) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt (C) would not increase the applicable interest rate of such Surviving Debt, or permit any Junior Financing Documentation in respect of its Subsidiaries to do any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect of the Existing Notes (in the case of each of clauses (x) foregoing and (yD) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than the terms of such Surviving Debt prior to the date of such amendment, modification or change; provided that, notwithstanding the foregoing, the Parent and its Subsidiaries may consummate any Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing (and thereafter make any regularly scheduled or required repayments or redemptions of Debt incurred in connection with any such Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing), other than as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted by Section 7.02(f)(xviii)) without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Itc Deltacom Inc)
Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, the principal of Permitted Unsecured Indebtedness (excluding Indebtedness set forth on Schedule 3.16 or Indebtedness incurred under Section 6.1(d)) or (b) amend, modify or change in any manner any term or condition of or relating to Permitted Unsecured Indebtedness in any manner that would (it being understood i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof in a manner that payments would be materially adverse to the Lenders; (iii) alter the covenants or events of regularly default in a manner that would make such provisions materially more onerous or restrictive to the Company or any such Subsidiary; or (iv) otherwise materially increase the obligations of the Company or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing, other than to prepay any Indebtedness payable to the Company or a Guarantor. Notwithstanding the foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled principalmaturity thereof in any manner, interest and mandatory prepayments and “AHYDO” payments and, subject to Indebtedness; provided that (A) (i) no Event of Default arising under Section 8.01(g) has occurred and would be continuing or (h) then existing or resulting therefrom, in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or subordinated in right of payment would exist after giving effect to the Credit Document Obligations expressly by its terms (other than Debt among API and its Restricted Subsidiaries) (collectively, “Junior Financing”), except
(A) the Refinancing thereof with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
(C) the prepayment of Debt of API or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other paymentsatisfaction, (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3ii) the Total Leverage Ratio (determined Company shall be in compliance with the financial covenants set forth in Section 6.13 on a Pro Forma Basis in accordance with Section 1.02Basis; and (iii) as of the last day of the most recently ended Test Period is Total Net Leverage Ratio shall be less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which 2.75 : 1.00 on a Pro Forma Basis, (B) such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings satisfaction is made with the net cash proceeds of the Designated Asset Sale; and
(G) the Qualified Equity Interests or in exchange for Qualified Equity Interests or is made pursuant to any Permitted Refinancing thereof or with the Net Cash Proceeds proceeds of Loans under Permitted Unsecured Debt or (C) such prepayment, redemption, purchase, defeasance or satisfaction results from the Facility not to exceed the excess exercise of (x) the Total Commitment over (y) $400,000,000.
(ii) Amend, modify or change in any manner materially adverse to the interests put rights by holders of Indebtedness of the Banks any term or condition of (x) any Junior Financing Documentation in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect of the Existing Notes (in the case of each of clauses (x) and (yCompany permitted under Section 6.1(d), other than arising as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect price of the Existing Notes, Company's common stock exceeding a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted by Section 7.02(f)(xviii)) without the consent of the Administrative Agentspecified price.
Appears in 1 contract
Sources: Credit Agreement (Itron Inc /Wa/)
Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy satisfy, or permit any of its Subsidiaries to prepay, redeem, purchase, defease or otherwise satisfy, prior to the scheduled maturity thereof thereof, or payments with respect to any guarantee with respect thereto, in any manner any Junior Debt prior to the Termination Date except (it being understood that 1) mandatory redemptions and prepayments of principal and payments of regularly scheduled principalinterest, interest and mandatory prepayments and “AHYDO” payments andin each case that are required under the terms of such Junior Debt, subject to no Event (2)prepayments, redemptions, purchases or defeasements of Default arising under Section 8.01(g) or (h) then existing or resulting therefrom, such Junior Debt made in connection with the amendment refinancing thereof with Debt permitted under and incurred pursuant to Section 5.02(b)(iii) as long as such Debt is not guaranteed by Subsidiaries of any Junior Financing, the payment of related fees (Borrower other than in connection with any amendment that reduces or forgives the commitmentsSubsidiary Guarantors and, outstanding principal amount or effective yield of if such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money of a Loan Party that is unsecured or so refinanced was subordinated in right of payment to the Credit Document Obligations expressly by its terms Obligations, such refinancing Debt is subordinated in right of payment to the obligations at least to the same extent as such Debt so refinanced, (other than 3)any Existing AROP Notes or any Existing AROP Notes Refinancing Debt among API and its Restricted Subsidiaries) (collectivelymay be refinanced, “Junior Financing”)prepaid, except
(A) the Refinancing thereof redeemed, repurchased, defeased or otherwise satisfied with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
(C) the prepayment of Debt of API or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Existing AROP Notes Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E4) prepayments, redemptions, purchases, defeasances and other payments in respect purchases or defeasements of such Junior Financings prior to their scheduled maturity, Debt so long asas immediately after giving Pro Forma Effect thereto (A) the Consolidated CoalCo Debt to Consolidated Cash Flow Ratio is equal to or less than 1.00: 1.00 (provided, at the time of such prepayment, redemption, purchase, defeasance that this subclause (A) shall not apply to Junior Debt incurred or other payment, (1outstanding pursuant to Section 5.02(b)(ii)) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3B) the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth there shall be Liquidity in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 amount of at least $200,000,000; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amendamend or otherwise modify, modify or change in any manner materially adverse permit Subsidiary to the interests of the Banks any term amend or condition of (x) otherwise modify, any Junior Financing Documentation Debt in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation in respect of the Existing Notes (in the case of each of clauses (x) and (y), other than as a result of manner that would have a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted by Section 7.02(f)(xviii)) without the consent of the Administrative Agent.Material Adverse Effect.
Appears in 1 contract
Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Debt (it being understood that payments other than Obligations), or make any payment in violation of regularly scheduled principalany subordination terms of any Debt subordinated to the Obligations, interest and mandatory prepayments and “AHYDO” payments andexcept as permitted by the applicable subordination agreement or subordination terms with respect thereto, subject (ii) amend, modify or change in any manner any term or condition of any Debt subordinated to no Event of Default arising under Section 8.01(g) the Obligations except as permitted by the applicable subordination agreement or subordination terms with respect thereto; or (hiii) then existing amend or resulting therefrommodify any documents or instruments governing any Debt other than the Loan Documents (including, without limitation, the Permitted Senior Notes), other than amendments that could not be reasonably expected to have a Material Adverse Effect or adversely affect in any material respect the interests of the Lender Parties. Notwithstanding the foregoing in this Section 5.02(j), the conversion, exchange, settlement, redemption and/or repurchase of any Permitted Convertible Indebtedness, Permitted Bond Hedge Transaction or Permitted Warrant Transaction shall not be prohibited by this Section 5.02(j); provided that (1) any payment made in cash to holders of Permitted Convertible Indebtedness in excess of the original principal (or notional) amount thereof and interest thereon (other than payment of customary fees, costs and expenses associated therewith), and interest on such excess amount (except to the extent that a corresponding amount is received by the Borrower in cash (whether through a direct cash payment or a settlement in shares of stock that are promptly sold for cash) substantially contemporaneously from the other party to a Permitted Bond Hedge Transaction relating to such Permitted Convertible Indebtedness) and (2) any cash payment made in connection with the amendment of any Junior Financing, the payment of related fees (other than in connection with any amendment that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) shall be permitted) the Existing Notes or any other Debt for borrowed money settlement of a Loan Party that is unsecured or subordinated in right of payment Permitted Warrant Transaction to the Credit Document Obligations expressly by its terms extent the Borrower has the option of satisfying such payment obligation through the issuance of shares of common stock, may be made, in each case under the foregoing clauses (other than Debt among API 1) and its Restricted Subsidiaries) (collectively, “Junior Financing”2), except
only if (A) the Refinancing thereof with the net cash proceeds of, or in exchange for, any Permitted Refinancing;
(B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of API;
(C) the prepayment of Debt of API or any Restricted Subsidiary owed to API or a Restricted Subsidiary;
(D) the Refinancing thereof with the proceeds of, or in exchange for, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Lien Refinancing Debt or any other Junior Financing otherwise permitted by Section 7.02(f);
(E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as, at the time of such prepayment, redemption, purchase, defeasance or other payment, (1x) no Default or Event of Default has occurred and is continuing shall exist immediately before or would result therefrom, (2) Liquidity at such time shall equal or exceed $400,000,000 and (3) the Total Leverage Ratio (determined immediately after giving effect thereto on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period is less than or equal to the applicable ratio set forth in the grid below for the applicable fiscal quarter in which such Test Period ends: March 31Basis, 2015 4.75 to 1.00 June 30, 2015 4.75 to 1.00 September 30, 2015 4.75 to 1.00 December 31, 2015 4.75 to 1.00 March 31, 2016 4.75 to 1.00 June 30, 2016 4.75 to 1.00 September 30, 2016 4.00 to 1.00 December 31, 2016 4.00 to 1.00 March 31, 2017 and thereafter 3.50 to 1.0 ; provided, however, that API shall not be required to comply with preceding clause (3) in connection with any prepayment, redemption, purchase, defeasance or other payment with respect to the 2.375% Existing Notes due 2016;
(F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings with the net cash proceeds of the Designated Asset Sale; and
(G) the Refinancing thereof with the Net Cash Proceeds of Loans under the Facility not to exceed the excess of (x) the Total Commitment over (y) $400,000,000.
(ii) Amend, modify or change in any manner materially adverse to the interests of the Banks any term or condition of (x) any Junior Financing Documentation in respect of any Debt having an aggregate outstanding principal amount of $75,000,000 or more or (y) the documentation Borrower shall deliver a certificate from a Responsible Officer in respect of the Existing Notes (in the case of each of clauses (x) form and (y), other than as a result of a Permitted Refinancing thereof or, in the case of any Junior Financing Documentation in respect of the Existing Notes, a Refinancing thereof with Permitted Pari Passu Refinancing Debt, Permitted Junior Lien Refinancing Debt or other Debt permitted by Section 7.02(f)(xviii)) without the consent of detail reasonably satisfactory to the Administrative AgentAgent confirming the foregoing and demonstrating compliance with the financial covenants set forth in Section 5.04 after giving effect thereto on a Pro Forma Basis.
Appears in 1 contract
Sources: Credit Agreement (Cracker Barrel Old Country Store, Inc)