Prepayments, Etc. of Indebtedness. No Loan Party will make or agree to pay or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”): (a) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness; (b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto); (c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness); (d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment; (e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof; (f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness; (g) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents; (h) mandatory redemptions of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); and (i) other Permitted Refinancings of Indebtedness.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party (a) The Company will make not, and will not permit any of its Restricted Subsidiaries to, voluntarily prepay, redeem, purchase, defease or agree otherwise satisfy, in each case in cash prior to pay the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest, paid-in-kind interest, and payments of fees, expenses and indemnification obligations as and when due shall be permitted) any Specified Indebtedness or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination violation of any subordination terms of any Specified Indebtedness, except the following (each, a “Permitted Payment”):
(ai) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion refinancing of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Specified Indebtedness with the Net Cash Proceeds of any Permitted Refinancing Indebtedness in respect thereof, (ii) payments upon the conversion of any Specified Indebtedness to cash or Qualified Equity Issuances for the purpose of making such payment or prepayment;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part Interests of the Senior NotesCompany in accordance with its terms and the repurchase of any Specified Indebtedness required by the terms thereof, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(giii) the prepayment of Indebtedness of the Lead Borrower Company or any Restricted Subsidiary to the Lead Borrower Company or any Restricted Subsidiary Subsidiary, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Specified Indebtedness, in an aggregate amount not to exceed the sum of (A) the greater of (x) $28,500,000 and (y) 7.5% of LTM Consolidated EBITDA (measured at the time such prepayment, redemption, purchase, defeasance or other payment is made) minus the amount of Restricted Payments made pursuant to Section 6.04(g)(x) plus (B) the Available Amount and, at the Company’s option, the amount of cash received in respect of Investments made pursuant to Section 6.05(l) (not to exceed the amount originally contributed to the Company as the basis for making such Investments) that have not been otherwise been applied so long as (A) no Event of Default has occurred and is continuing or would arise after giving effect to such prepayment, redemption, purchase, defeasance or other payment and (B) in the case of any such prepayment, redemption, purchase, defeasance or other payment made in reliance on clause (iii) of the Available Amount pursuant this Section 6.06(a)(iv)(B), after giving pro forma effect to such prepayment, redemption, purchase, defeasance or other payment, the Consolidated Net Leverage Ratio as of the last day of the most recent fiscal period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 3.00 to 1.00, (v) the prepayments of Indebtedness of Restricted Subsidiaries that are not Loan Parties by Restricted Subsidiaries that are not Loan Parties, (vi) as part of an applicable high yield discount obligation catch-up payment, (vii) prepayments, redemptions, purchases, defeasances and other payments with respect to the Total Produce Note Purchase Agreements and/or to effect the Total Produce Refinancing and/or the ▇▇▇▇ Refinancing, (viii) prepayments, redemptions, purchases, defeasances and other payments in respect of Specified Indebtedness with proceeds from Qualified Equity Interests not added to the Available Amount, (ix) so long as no Event of Default exists at the time of any such prepayment, redemption, purchase, defeasance or other payment or would result therefrom, additional prepayments, redemptions, purchases defeasances, or other payments; provided that, after giving effect thereto on a Pro Forma Basis, the Consolidated Net Leverage Ratio as of the last day of the most recent fiscal period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 2.00 to 1.00 (or, following the IPO Closing Date, 2.50 to 1.00), (x) to the extent permitted by they constitute Specified Indebtedness, the Security Documents;
Company and the Restricted Subsidiaries may pay all obligations owing under the Transaction Agreement (hincluding any tax benefits payable thereunder) mandatory redemptions and (xi) prior to the to the IPO Closing Date, any prepayments, redemptions, purchases, defeasances and other payments of Indebtedness. For purposes of determining compliance with this Section 6.06(a), in the event that a prepayment, redemption, purchases, defeasance or other payment (or portion thereof) meets the criteria of more than one of the Subordinated Discount Notes (and exchange notes issued categories described in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); and
clauses (i) other Permitted Refinancings through (xi) above, the Company will be entitled to classify such prepayment on the date of its payment or later reclassify (based on circumstances existing on the date of such reclassification) such prepayment (or portion thereof) in any manner that complies with this Section 6.06(a).
(b) The Company will not, and will not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Specified Indebtedness.
Appears in 1 contract
Sources: Credit Agreement (Dole PLC)
Prepayments, Etc. of Indebtedness. No Loan Party will make The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or agree indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to pay the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted unless such payments violate any subordination terms of any Junior Financing Documentation) any Permitted Second Priority Additional Debt or any Junior Financing that constitutes Subordinated Indebtedness (or any Permitted Refinancing thereof), or make any payment or other distribution in violation of any subordination terms of any Junior Financing Documentation, if any, except (whether in cash, securities or other propertyi) of or any Permitted Refinancing permitted in respect of principal of or interest on any Indebtednessthereof, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):
(aii) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of any Permitted Second Priority Additional Debt or Junior Financing that constitutes Subordinated Indebtedness (or any Permitted Refinancing thereof) to Capital Stock Equity Interests (other than Disqualified Capital StockEquity Interests unless such Disqualified Equity Interests would be permitted by Section 7.03) of the Parent Borrower, (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(giii) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted not prohibited by applicable subordination provisions, (iv) prepayments, redemptions, purchases, defeasances and other payments or satisfaction from the Security Documents;
proceeds of equity issuances, (hv) mandatory redemptions AHYDO “catch up” payments, (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Permitted Second Priority Additional Debt (or any Permitted Refinancing thereof) and Junior Financings that constitutes Subordinated Indebtedness prior to their scheduled maturity in an aggregate amount not to exceed (x) the greater of (i) $30,000,000 and (ii) 2% of Consolidated Total Assets at the time thereof, plus (y) the portion, if any, of the Subordinated Discount Cumulative Credit on such date that the Borrower elects to apply to this subclause (y); provided, that no prepayment, redemption, purchase, defeasance or other payment shall be made pursuant to this clause (vi) if an Event of Default has occurred and is continuing or would result therefrom. For greater certainty, nothing in this Section 7.13(a) or elsewhere in this Agreement shall limit or restrict the ability of the Borrower or any Restricted Subsidiary to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (i) any Existing Series A Notes or Existing Series B Notes or any Indebtedness listed on Schedule 7.03(b), in each case, that remain outstanding after the consummation of the Recapitalization Transactions and the other Transactions on the Closing Date or (and exchange notes issued in respect thereofii) any ABL Facility Indebtedness or other obligations also secured pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); and
(i) other Permitted Refinancings of IndebtednessABL Credit Agreement.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):except
(a) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments, redemptions and repurchases) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness); provided, that if the Payment Conditions shall be satisfied (giving pro forma effect to any such required payment, redemption or repurchase), the occurrence of any event (other than an event that constitutes a default in respect of any Material Indebtedness) which requires the Borrower to make any payment (a “Conversion Payment”) upon the conversion of convertible or exchangeable debt securities at the election of the holder(s) thereof shall not be deemed to be an event which causes, or permits the holders of such Indebtedness to cause, Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed prior to its stated maturity for all purposes of SECTION 7.01(e)(i)(B) hereof;
(d) voluntary prepayments of Indebtedness in connection with a Permitted Refinancing of such Indebtedness or with proceeds of any other Permitted Indebtedness;
(e) if the Payment Conditions are satisfied, (i) voluntary prepayments, redemptions, purchases, redemptions and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
Indebtedness and (eii) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;Conversion Payments required under clause (c) above; and
(f) if voluntary prepayments made by the Payment Conditions are satisfiedBorrower to repurchase, voluntary prepaymentsredeem or defease its 2.50% Notes for cash; provided that (i) the Borrower shall consummate any such repurchase, purchasesredemption or defeasance not later than 90 days after the Closing Date; (ii) the aggregate purchase price for all such 2.50% Notes shall not exceed $275,000,000, exchanges forand (iii) at the time of such payment, redemptionsno Default or Event of Default shall exist or would result from such payment (it being understood that, defeasances subject to the other terms and mandatory prepaymentsconditions set forth in this Agreement, redemptions and repurchases in whole any such repurchase, redemption or in part defeasance of the Senior Notes2.50% Notes may be consummated pursuant to SECTION 6.10(e), the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(g) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory redemptions of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenturethereto); and
(i) other Permitted Refinancings of Indebtedness.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party will make Make (or agree give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, repurchase or acquisition for value of (including, in each case without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), any Junior Restricted Payment Indebtedness (including, without limitation, in the case of Permitted Convertible Notes, any election to pay or settle any such Permitted Convertible Note in cash upon conversion of such Permitted Convertible Note prior to maturity thereof and the payment of such cash to effect settlement); provided, however:
(a) the Borrower may make any payment or other distribution (whether prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes through the exercise of any call option in cashrespect thereof that is settled in Company Common Stock or, securities or other property) of or in respect of principal of or interest on any Indebtednessfractional shares to be issued, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):
(a) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments so long as no Event of principal Default then exists or would result therefrom, the Borrower may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Restricted Payment Indebtedness in an aggregate amount not to exceed, at any time on or after the 2018 Refinancing Amendment Effective Date, when taken together with all Dividends paid pursuant to Section 7.06(k) on or after the 2018 Refinancing Amendment Effective Date, the greater of $100,000,000 and interest 15.0% of LTM Consolidated EBITDA (as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating theretothe date of the making of such payment or prepayment, redemption or acquisition for value);
(c) payments so long as no Event of principal (including mandatory prepayments) and interest as and when due in respect of Default then exists or would result therefrom, the Borrower may make any Permitted Indebtedness (other than Subordinated Indebtedness)payment or prepayment on, or redemption, repurchase or acquisition for value of, any 2018 Convertible Notes;
(d) voluntary prepaymentsthe Borrower may make additional payments or prepayments on, or redemptions, purchasesrepurchase or acquisitions for value of, and defeasances in whole any Junior Restricted Payment Indebtedness (x) to the extent made with Company Common Stock or in part Qualified Preferred Stock (whether pursuant to any conversion thereof or otherwise) or (y) so long as no Event of Default then exists or would result therefrom, to the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness extent made with the Net Proceeds proceeds from (1) the substantially concurrent incurrence or issuance of any Permitted Equity Issuances for the purpose Junior Restricted Payment Indebtedness or (2) an incurrence or issuance of making such payment or prepaymentIndebtedness pursuant to Section 7.02(l);
(e) voluntary prepaymentsso long as no Event of Default shall then exist or result therefrom, additional payments or prepayments on, or redemptions, purchases, and defeasances repurchase or acquisitions for value of, and exchanges forany Junior Restricted Payment Indebtedness for value in an amount measured at the time of any such payment, in whole prepayment, redemption, repurchase or in part, acquisition not to exceed the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereofAvailable Amount Basket at such time;
(f) if so long as no Event of Default then exists or would result therefrom, the Payment Conditions are satisfiedBorrower may use the proceeds of any borrowing or sale under any documents evidencing any Permitted Receivables Facility to make any payment or prepayment on, voluntary prepaymentsor redemption, purchasesrepurchase or acquisition for value of, exchanges for, redemptions, defeasances any Permitted Convertible Notes in an amount not to exceed at any time on or after the 2018 Refinancing Amendment Effective Date the greater of $85,000,000 and mandatory prepayments, redemptions and repurchases in whole or in part 13.00% of LTM Consolidated EBITDA (as of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(g) the prepayment of Indebtedness date of the Lead Borrower making of such payment, prepayment, redemption, repurchase or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory redemptions of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indentureacquisition); and
(ig) other Permitted Refinancings additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness so long as both before and after giving effect thereto, on a Pro Forma Basis, no Event of IndebtednessDefault shall have occurred and be continuing and the Total Net Leverage Ratio shall not exceed 3.00:1.
Appears in 1 contract
Sources: Refinancing Amendment to Credit Agreement (Ciena Corp)
Prepayments, Etc. of Indebtedness. No Make any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of (x) any Indebtedness of any Loan Party will make or agree to pay or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any Subsidiary that is expressly subordinated in right of payment to the Secured Obligations (including, for the avoidance of doubt, any Permitted Subordinated Debt) or other distribution (whether y) any Indebtedness secured by Liens on the Collateral junior to those created under the Collateral Documents (any such Indebtedness described in cash, securities clauses (x) or other property(y) being a “Junior Financing”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):except:
(a) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion Borrower and its Subsidiaries may consummate any Permitted Refinancing permitted pursuant to Section 7.02 of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtednessa Junior Financing;
(b) payments the Borrower may convert or exchange any Junior Financing into or for, as the case may be, Qualified Equity Interests of principal and interest as and when due the Borrower and, in respect the case of a conversion of Permitted Convertible Indebtedness, the payment of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto)cash in lieu of fractional shares of the Qualified Equity Interests of the Borrower;
(c) payments of principal (including mandatory prepayments) provided no Default shall have occurred and interest as be continuing or shall be caused thereby, the Borrower and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary its Subsidiaries may make prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds payments in respect of any Permitted Equity Issuances for the purpose of making Junior Financing (other than any such payment or prepayment;
(econstituting a Restricted Payment) voluntary prior to its scheduled maturity, in an aggregate amount for all such prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases other payments made in whole or reliance on this clause (c) not to exceed $15,000,000 in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(g) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory redemptions of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture)fiscal year; and
(d) the Borrower and its Subsidiaries may make any prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings (other than any such payment constituting a Restricted Payment) prior to the scheduled maturity thereof provided the Consolidated Total Net Leverage Ratio is less than 2.25 to 1.0 calculated as of the most recent Measurement Period after giving effect to such prepayment, redemption, defeasance or other payment on a Pro Forma Basis; provided, further, that, (i) no Default shall have occurred and be continuing or shall be caused thereby and (ii) the aggregate amount of all such prepayments, redemptions, purchases, defeasances and other Permitted Refinancings payments in respect of IndebtednessJunior Financings made in reliance on this clause (d) shall not exceed $100,000,000 during the term of this Agreement.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party The Lead Borrower will not, nor will it permit any Restricted Subsidiary to, make or agree to pay or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any IndebtednessIndebtedness (other than any Obligations), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any IndebtednessIndebtedness (other than any Obligations), except the following (each, a “Permitted Payment”):except:
(a) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) or Indebtedness of the Parent Holdings (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) scheduled or mandatory payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, exchanges, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(e) voluntary prepayments, redemptions, purchases, exchanges and defeasances of, and exchanges for[defeasences]defeasances, in whole or in part, of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, Notes or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, redemptions, purchases, exchanges forand defeasances, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part part, of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(g) as long as the Pro Forma Availability Condition is satisfied and no Event of Default then exists or would arise therefrom, in an aggregate amount, when added to the aggregate amount of any Restricted Payments made pursuant to SECTION 6.06(k)(ii), not to exceed $40,000,000 over the term of this Agreement, voluntary prepayments, purchases, exchanges or redemptions, in whole or in part, of Indebtedness;
(h) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(hi) other Permitted Refinancings of Indebtedness;
(j) mandatory redemptions of the Subordinated Discount Senior Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indentureindenture for the Senior Notes); and
(ik) other Permitted Refinancings the conversion (or exchange) of Indebtednessany Indebtedness to (or with) Capital Stock or Indebtedness of Holdings or any direct or indirect parent thereof.
Appears in 1 contract
Sources: Credit Agreement (Gymboree Corp)
Prepayments, Etc. of Indebtedness. No Loan Party will make Prepay, redeem, purchase, defease or agree otherwise satisfy prior to pay the scheduled maturity thereof in any manner, or make any payment or other distribution (whether in cashviolation of any subordination terms of, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):except:
(a) payments (i) the prepayment of the Revolving Loans in Capital Stock accordance with the terms of this Agreement and (as long as no Change in Control would result therefrom), ii) the conversion repayment and prepayment of Indebtedness to Capital Stock under the Second Amended and Restated Credit Agreement in accordance with the terms of the Term Intercreditor Agreement; provided that the Borrower shall not make any voluntary prepayments under the Second Amended and Restated Credit Agreement (other than Disqualified Capital Stock) refinancings of the Parent (as long as no Change in Control would result therefromSecond Amended and Restated Credit Agreement permitted under Section 7.02) and payments of interest in-kind of unless the Loan Parties or the accretion of interest Prepayment Conditions are satisfied on Permitted Indebtednessa Pro Forma Basis immediately after giving effect to such prepayment;
(b) payments regularly scheduled or required repayments, purchases or redemptions of principal and interest as and when due Indebtedness set forth in respect of Schedule 7.02 (except any Subordinated Indebtedness (such repayment, purchase or redemption subject to applicable subordination provisions relating theretoSection 7.15(d) below) and refinancings and refundings of such Indebtedness and any Unsecured Term Loan Facility in compliance with Section 7.02(d) or Section 7.02(m), as applicable;
(c) payments prepayments, redemptions, defeasances or satisfactions of principal Indebtedness permitted under Section 7.02(g); provided that (including mandatory i) such prepayments, redemptions, defeasances or satisfactions are made on, or within sixty (60) days after, the date on which the Person owing such Indebtedness becomes a Subsidiary of the Borrower, and interest (ii) the funds required to make such prepayment, redemption, defeasance or satisfaction of such Indebtedness are deposited with a trustee, escrow agent, paying agent or similar agent on the closing date of the Borrower’s acquisition of such Person, and such funds reduce, or are otherwise included as a portion of, the purchase price for such Person pursuant to the terms of the purchase and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness)sale agreement governing such acquisition;
(d) voluntary prepaymentsthe prepayment, redemptionspurchase, purchasesredemption or defeasance of (i) the Second Lien Notes, and defeasances in whole (ii) other Indebtedness permitted to be incurred pursuant to Section 7.02(g) or in part of 7.02(n), (iii) the Senior Notes, (iv) the Senior Subordinated Notes, Equipment Loans in an aggregate amount not to exceed $1,300,000 or (v) other Indebtedness (other than the Subordinated Discount Notes, the Unsecured Term Loan Facility and other Indebtedness Facility) in an aggregate amount not to exceed $5,000,000, in each case with the Net Proceeds of any Permitted Equity Issuances (for the purpose avoidance of making doubt) such payment debt being permanently retired, so long as the Prepayment Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such prepayment, purchase, redemption or prepaymentdefeasance;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereofprepayments of Indebtedness permitted under Section 7.02(b);
(f) if notwithstanding any other provision contained in this Section 7.15 or elsewhere in this Agreement to the Payment Conditions are satisfiedcontrary, voluntary prepaymentsthe prepayment, purchasesredemption, exchanges for, redemptions, defeasances purchase or defeasance of all Indebtedness under the Term Documents and mandatory prepayments, redemptions and repurchases in whole or in part the Second Lien Notes Documents with the proceeds of the Senior 2014 Notes, in each case with (for the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtednessavoidance of doubt) such Indebtedness being permanently retired;
(g) the prepayment [Reserved]the prepayment, purchase, redemption, defeasance or satisfaction of Indebtedness (i) with the proceeds received from the substantially concurrent issue of the Lead Borrower new common Equity Interests of Holdings or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary (ii) to the extent permitted by such prepayment, purchase, redemption, defeasance or satisfaction is consummated pursuant to the Security Documentsexchange of Indebtedness for common Equity Interests of Holdings;
(h) mandatory redemptions the prepayment, purchase, redemption, defeasance or satisfaction of Indebtedness not otherwise permitted under this Section 7.15 in an aggregate amount not to exceed $10,000,000; provided that (i) Availability on a Pro Forma Basis immediately after giving effect to such action would be at least $32,500,000, (ii) over the Subordinated Discount Notes 30 consecutive days prior to consummation of such action, Availability averaged on a Pro Forma Basis for such action no less than $32,500,000 and (and exchange notes issued in respect thereofiii) pursuant the Consolidated Fixed Charge Coverage Ratio would be at least 1.0 to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture)1.0 on a Pro Forma Basis for such action; and
(i) other Permitted Refinancings prior to the refinancing in full of Indebtednessthe initial Unsecured Term Loan Facility with Indebtedness incurred pursuant to Section 7.02(m), the prepayment, purchase, redemption, exchange or defeasance of the initial Unsecured Term Loan Facility in an aggregate amount not to exceed the principal amount thereof so long as the Unsecured Term Loan Prepayment Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such prepayment, purchase, redemption, exchange or defeasance. Notwithstanding the foregoing clauses (a) through (hi) of this Section 7.15, Holdings and the Borrower shall not, nor shall they permit any Subsidiary to, directly or indirectly, make any payment in violation of the Intercreditor Agreement with respect to any Indebtedness evidenced by the Second Lien Notes.
Appears in 1 contract
Sources: Credit Agreement (Cenveo, Inc)
Prepayments, Etc. of Indebtedness. No (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the date that occurs 30 days before the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted) any of the 2021 Senior Unsecured Notes, Permitted Specified Indebtedness, Permitted Seller Notes, Permitted Acquired Debt or Permitted Subordinated Indebtedness (collectively, “Junior Financing”) or Indebtedness in respect of the Term Loan Party will make or agree to pay Facility, or make any payment in violation of any subordination terms of any Junior Financing Documentation, except so long as no Default shall have occurred and is continuing or other distribution would result therefrom (whether in cashi) the prepayment, securities redemption, purchase or other property) defeasance of any such Junior Financing or Indebtedness in respect of principal the Term Loan Facility with the net cash proceeds of or interest on any Indebtedness, or any payment or other distribution Specified Issuance Proceeds that are Not Otherwise Applied (whether in cash, securities or other property), including any sinking fund or similar deposit, on account provided that the Specified U.S. Borrower must provide the Administrative Agent with prompt notice of the purchaseapplication of such proceeds following such transaction as required by Section 6.02(k)) to the extent that such proceeds were received within 180 days prior to the date of such prepayment, redemption, retirementpurchase or defeasance and held in a segregated account pending application pursuant to this Section 7.14, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):
(aii) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of any Junior Financing or Indebtedness in respect of the Term Loan Facility to Capital Stock Equity Interests (other than Disqualified Capital StockEquity Interests), (iii) the prepayment, redemption, purchase or defeasance of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties any such Junior Financing or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due Indebtedness in respect of the Term Loan Facility, so long as immediately before and immediately after giving effect thereto the Applicable Conditions shall have been satisfied or, (iv) the prepayment, redemption, purchase or defeasance of any Subordinated Junior Financing or Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility to the extent constituting a Permitted Refinancing thereof, (v) the prepayment of Indebtedness in respect of the Term Loan Facility, so long as before and other Indebtedness with after giving effect thereto (A) the Net Proceeds Payment Conditions shall have been satisfied and (B) the Specified U.S. Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate demonstrating such compliance and (vi) the prepayment, redemption, purchase or defeasance of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for2021 Senior Unsecured Notes, in whole or in part, with the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part proceeds of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, Indebtedness under the Term Loan Facility or Term Loan Incremental Equivalent Debt, provided that in each case such payment is also permitted under the 2018 Senior Unsecured Notes Indenture, 2021 Senior Unsecured Notes Indenture and Term Loan Credit Agreement, (b) amend, modify or change in any other Permitted Indebtedness;
(g) manner materially adverse to the prepayment of Indebtedness interests of the Lead Administrative Agent or the Lenders any term or condition of any Junior Financing Documentation or (c) amend, modify or change any term or condition of any Term Loan Facility Document (A) that has the effect of increasing the amount of mandatory prepayments of the Term Loan Facility determined by reference to “excess cash flow” or “free cash flow” (or any similar formation; but excluding, for the avoidance of doubt, mandatory prepayments determined by reference to proceeds received from financing or investing activities) of the Specified U.S. Borrower or any Restricted Subsidiary to of its Subsidiaries or (B) that would have the Lead Borrower effect of shortening the maturity date or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory redemptions Weighted Average Life of the Subordinated Discount Notes (and exchange notes issued Term Loan Facility, or modifying any other term or condition of the Term Loan Facility, in respect thereof) pursuant to each case if such maturity date or Weighted Average Life, or other term or condition, as so amended, modified or changed, would not have been permitted hereunder in a Permitted Refinancing of the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); and
(i) other Permitted Refinancings of IndebtednessTerm Loan Facility.
Appears in 1 contract
Sources: Credit Agreement (Nortek Inc)
Prepayments, Etc. of Indebtedness. No Loan Party will make Prepay, redeem, purchase, defease or agree otherwise satisfy prior to pay the scheduled maturity thereof in any manner, or make any payment or other distribution (whether in cashviolation of any subordination terms of, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution except:
(whether in cash, securities or other property), including any sinking fund or similar deposit, on account i) the prepayment of the purchase, redemption, retirement, acquisition, cancellation or termination Revolving Loans in accordance with the terms of any Indebtedness, except this Agreement and (ii) the following (each, a “Permitted Payment”):
(a) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion repayment and prepayment of Indebtedness to Capital Stock under the Second Amended and Restated Credit Agreement in accordance with the terms of the Term Intercreditor Agreement; provided that the Borrower shall not make any voluntary prepayments under the Second Amended and Restated Credit Agreement (other than Disqualified Capital Stock) refinancings of the Parent (as long as no Change in Control would result therefromSecond Amended and Restated Credit Agreement permitted under Section 7.02) and payments of interest in-kind of unless the Loan Parties or the accretion of interest Prepayment Conditions are satisfied on Permitted Indebtednessa Pro Forma Basis immediately after giving effect to such prepayment;
(b) payments regularly scheduled or required repayments, purchases or redemptions of principal and interest as and when due Indebtedness set forth in respect of Schedule 7.02 (except any Subordinated Indebtedness (such repayment, purchase or redemption subject to applicable subordination provisions relating theretoSection 7.15(d) below) and refinancings and refundings of such Indebtedness and any Unsecured Term Loan Facility in compliance with Section 7.02(d) or Section 7.02(m), as applicable;
(c) payments prepayments, redemptions, defeasances or satisfactions of principal Indebtedness permitted under Section 7.02(g); provided that (including mandatory i) such prepayments, redemptions, defeasances or satisfactions are made on, or within sixty (60) days after, the date on which the Person owing such Indebtedness becomes a Subsidiary of the Borrower, and interest (ii) the funds required to make such prepayment, redemption, defeasance or satisfaction of such Indebtedness are deposited with a trustee, escrow agent, paying agent or similar agent on the closing date of the Borrower’s acquisition of such Person, and such funds reduce, or are otherwise included as a portion of, the purchase price for such Person pursuant to the terms of the purchase and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness)sale agreement governing such acquisition;
(d) voluntary prepaymentsthe prepayment, redemptionspurchase, purchasesredemption or defeasance of (i) the Second Lien Notes, and defeasances in whole (ii) other Indebtedness permitted to be incurred pursuant to Section 7.02(g) or in part of 7.02(n), (iii) the Senior Notes, (iv) the Senior Subordinated Notes, Equipment Loans in an aggregate amount not to exceed $1,300,000 or (v) other Indebtedness (other than the Subordinated Discount Notes, the Unsecured Term Loan Facility and other Indebtedness Facility) in an aggregate amount not to exceed $5,000,000, in each case with the Net Proceeds of any Permitted Equity Issuances (for the purpose avoidance of making doubt) such payment debt being permanently retired, so long as the Prepayment Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such prepayment, purchase, redemption or prepaymentdefeasance;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereofprepayments of Indebtedness permitted under Section 7.02(b);
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness[Reserved];
(g) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;[Reserved]; and
(h) mandatory redemptions prior to the refinancing in full of the Subordinated Discount Notes (and exchange notes issued in respect thereof) initial Unsecured Term Loan Facility with Indebtedness incurred pursuant to Section 7.02(m), the Subordinated Discount Note Indenture due prepayment, purchase, redemption, exchange or defeasance of the initial Unsecured Term Loan Facility in an aggregate amount not to exceed the existence principal amount thereof so long as the Unsecured Term Loan Prepayment Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such prepayment, purchase, redemption, exchange or defeasance. Notwithstanding the foregoing clauses (a) through (h) of an AHYDO Amount (as defined this Section 7.15, Holdings and the Borrower shall not, nor shall they permit any Subsidiary to, directly or indirectly, make any payment in violation of the Subordinated Discount Note Indenture); and
(i) other Permitted Refinancings of IndebtednessIntercreditor Agreement with respect to any Indebtedness evidenced by the Second Lien Notes.
Appears in 1 contract
Sources: Credit Agreement (Cenveo, Inc)
Prepayments, Etc. of Indebtedness. No Loan Party will make or agree to pay or make (a) Make any payment or other distribution Restricted Debt Payments (whether in cash, securities or other property) of or in respect of principal of or interest on the Senior Secured Notes, any IndebtednessJunior Financing, any Indebtedness incurred pursuant to Section 7.03(o) or any payment or other distribution Permitted Refinancing thereof (whether in cashcollectively, securities or other propertythe “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):except:
(ai) payments Restricted Debt Payments in Capital Stock the form of Equity Interests other than Disqualified Equity Interests (so long as no Change of Control would result therefrom) of Holdings or any Intermediate Holding Company, the conversion of such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of Holdings or any Intermediate Holding Company (as long as no Change in Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(bii) payments of principal and interest as and when due in respect of any Subordinated Indebtedness Restricted Debt (subject to applicable subordination provisions relating thereto);
(ciii) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness Restricted Debt Payments with the Net Proceeds net proceeds of any Permitted Equity Issuances (other than Specified Equity Contributions) for the purpose of making such payment or prepayment;
(eiv) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility Restricted Debt Payments from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(g) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory redemptions of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); and
(v) other Restricted Debt Payments, so long as (i) other Permitted Refinancings no Event of IndebtednessDefault then exists or would arise as a result of the making of such payment and (ii) both immediately prior to and after giving effect to the making of such payment, the Pro Forma Excess Availability Condition has been satisfied.
(b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party will make (a) Prepay, redeem, purchase, defease or agree otherwise satisfy prior to pay the scheduled maturity thereof in any manner any of the Senior Secured Notes, the 2017 Senior Notes, Permitted Senior Unsecured Refinancing Indebtedness, Permitted Seller Notes and any Permitted Subordinated Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except so long as no Default shall have occurred and is continuing or would result therefrom (i) the prepayment of any such Junior Financing in any fiscal year in an amount not to exceed fifty percent (50%) of “excess cash flow” (as such term is customarily defined as determined in good faith by the board of directors of Holdings and the Specified U.S. Borrower or senior management thereof) for the immediately preceding fiscal year, (ii) with respect to any Indebtedness that is permitted to be incurred under Section 7.03(a) or 7.03(b) that is in the form of a term loan, prepayments consisting of customary scheduled amortization (as determined in good faith by the board of directors of Holdings and the Specified U.S. Borrower or senior management thereof), (iii) with respect to any Indebtedness that is permitted to be incurred under Section 7.03(a) or 7.03(b), prepayments made with the proceeds of asset sales or dispositions, insurance proceeds or other distribution customary “extraordinary receipts” (whether as determined in cashgood faith by the board of directors of Holdings and the Specified U.S. Borrower or senior management thereof) that, securities or other propertyin each case, do not constitute ABL Priority Collateral, (iv) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchaseprepayment, redemption, retirement, acquisition, cancellation purchase or termination defeasance of any Indebtednesssuch Junior Financing with the net cash proceeds of, except or the following exchange of such Junior Financing into, any Indebtedness permitted under Section 7.03 or a Permitted Equity Issuance (eachother than in connection with an exercise of the Cure Right) to the extent that such proceeds were received within 180 days prior to the date of such prepayment, redemption, purchase or defeasance and held in a “Permitted Payment”):
segregated account pending application pursuant to this Section 7.14, (av) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of Indebtedness any Junior Financing to Capital Stock Equity Interests (other than Disqualified Capital StockEquity Interests) and (vi) the prepayment, redemption, purchase or defeasance of the Parent (as any such Junior Financing, so long as no Change immediately before and immediately after giving effect thereto, the ABL Payment Conditions shall have been satisfied, provided that in Control would result therefrom) and payments of interest in-kind of each case such payment is also permitted under the Loan Parties Senior Secured Notes Indenture or the accretion of interest on Permitted Indebtedness;
(b) payments amend, modify or change in any manner materially adverse to the interests of principal and interest as and when due in respect the Administrative Agent or the Lenders any term or condition of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(g) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory redemptions of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); and
(i) other Permitted Refinancings of IndebtednessJunior Financing Documentation.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party will The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled maturity thereof in any manner (whether directly or agree to pay indirectly), or make any payment or other distribution (whether in cashviolation of any subordination terms of, securities or other property) of or any Indebtedness for borrowed money, including, without limitation, obligations owing in respect of principal of or interest on the Alpha Facility and the Riverside Facility (other than any intercompany Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of except for the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):following:
(a) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) prepayment of the Parent (as long as no Change Credit Extensions in Control would result therefrom) and payments accordance with the terms of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtednessthis Agreement;
(b) payments required prepayments or redemptions of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto)that is permitted by Section 7.03;
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of any Permitted Indebtedness (other that, as of the date hereof, has a final maturity date no later than Subordinated Indebtedness)the Term Loan Maturity Date;
(d) voluntary prepaymentsthe prepayment, redemptionsredemption, purchasesrepurchase, and defeasances in whole defeasance, or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds unscheduled payment of any Permitted Equity Issuances for the purpose of making such payment Indebtedness in connection with any refinancing, refunding, or prepaymentexchange thereof permitted by Section 7.03;
(e) voluntary prepayments(i) the prepayment of any intercompany Indebtedness owed by Illinova to IPC (the “ILN/IPC Debt”) so long as the aggregate principal amount of any cash prepayments shall not exceed $450,000,000 over the term of the Facilities and (ii) in connection with an Illinova Asset Sale, redemptions(A) the offset of the ILN/IPC Debt against the amount IPC owes Illinova, purchases(B) the termination of the ILN/IPC Debt in exchange for the assumption of IPC’s deferred tax obligations and IPC’s repurchase of its Capital Stock from Illinova, and defeasances of, and exchanges for, in whole or in part, (C) any other extinguishment of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereofILN/IPC Debt;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtednesspayment permitted pursuant to Section 7.02(k);
(g) the prepayment prepayment, redemption, repurchase, defeasance, or other unscheduled payment of Indebtedness of under the Lead Borrower Early Maturity DHI Bonds, the Riverside Facility or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security DocumentsAlpha Facility;
(h) mandatory redemptions the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of Indebtedness under the Late Maturity DHI Bonds (i) with Exempt Proceeds or (ii) with funds other than Exempt Proceeds in an aggregate amount not to exceed the sum of (A) $50,000,000 and (B) the lesser of (1) $100,000,000 and (2) an amount equal to the positive cumulative free cash flow for the Borrower for the period from January 1, 2004 to the last day of the Subordinated Discount most recent fiscal quarter of the Borrower ending on or prior to the date of such payment minus Capital Expenditures made during such period, over the term of the Facilities;
(i) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of the 2003 Second Lien Notes (i) with Exempt Proceeds or (ii) with funds other than Exempt Proceeds, provided that (A) such prepayment, redemption, repurchase, defeasance or other unscheduled payment shall not cause the Liquidity of the Parent Group to be less than $200,000,000 for any consecutive ten Business Day period and exchange notes issued in respect thereof(B) pursuant the Secured Debt/EBITDA Ratio, after giving pro forma effect to such prepayment, redemption, repurchase, defeasance or other unscheduled payment, shall not exceed 7.5 to 1.0;
(j) any such prepayment, redemption, purchase, defeasance, or other unscheduled payment made with Exempt Proceeds, subject to the Subordinated Discount Note Indenture due to limitations of the existence of an AHYDO Amount (as defined in the Subordinated Discount Note 2003 Second Lien Indenture); and
(ik) notwithstanding anything to the contrary in this Section 7.15, any such prepayment, redemption, purchase, defeasance, or other Permitted Refinancings unscheduled payment made solely with the net proceeds of Indebtednessany Junior Indebtedness or the issuance of any Capital Stock by the Borrower or any of its Restricted Subsidiaries, subject to the limitations of the 2003 Second Lien Indenture.
Appears in 1 contract
Sources: Credit Agreement (Dynegy Inc /Il/)
Prepayments, Etc. of Indebtedness. No Loan Party will make Make (or agree give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, repurchase or acquisition for value of (including, in each case without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), any Permitted Convertible NoteJunior Restricted Payment Indebtedness (including, without limitation, in the case of Permitted Convertible Notes, any election to pay settle any such Permitted Convertible Note in cash upon conversion of such Permitted Convertible Note prior to maturity thereof and the payment of such cash to effect settlement), Permitted Additional Indebtedness or Junior Refinancing Debt; provided, however:
(a) the Borrower may make any payment or other distribution (whether prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes through the exercise of any call option in cashrespect thereof that is settled in Company Common Stock or, securities or other property) of or in respect of principal of or interest on any Indebtednessfractional shares to be issued, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):
(a) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;,
(b) payments so long as no Default or Event of principal Default then exists or would result therefrom, the Borrower may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes, other Permitted AdditionalJunior Restricted Payment Indebtedness or Junior Refinancing Debt in an aggregate amount during the term of this Agreement not to exceed, at any time on or after the 2018 Refinancing Amendment Effective Date, when taken together with all Dividends paid pursuant to Section 7.06(k), on or after the 2018 Refinancing Amendment Effective Date, the greater of $50,000,000; and interest 13.00% of LTM Consolidated EBITDA (as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating theretothe date of the making of such payment or prepayment, redemption or acquisition for value);
(c) payments so long as no Default or Event of principal Default then exists or would result therefrom, the Borrower may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, (including mandatory prepaymentsx) any 2015 Convertible Notes or 2017 Convertible Notes in an aggregate amount since the Original Closing Date not to exceed the Net Cash Proceeds of the 2014 Term Loans and interest as 2016 Term Loans and when due in respect of (y) any Permitted Indebtedness (other than Subordinated Indebtedness)2018 Convertible Notes;
(d) voluntary prepaymentsthe Borrower may make additional payments or prepayments on, or redemptions, purchasesrepurchase or acquisitions for value of, and defeasances in whole or in part of the Senior any Permitted Convertible Notes, Permitted AdditionalJunior Restricted Payment Indebtedness or Junior Refinancing Debt (x) to the Senior Subordinated extent made with Company Common Stock or Qualified Preferred Stock (whether pursuant to any conversion thereof or otherwise) or (y) so long as no Default or Event of Default then exists or would result therefrom, to the extent made with the proceeds from (1) the substantially concurrent incurrence or issuance of any Additional Convertible Notes, the Subordinated Discount Notes, the Term Loan Facility and other Permitted AdditionalJunior Restricted Payment Indebtedness with the Net Proceeds or Junior Refinancing Debt or (2) an incurrence or issuance of any Permitted Equity Issuances for the purpose of making such payment or prepaymentIndebtedness pursuant to Section 7.02(l);
(e) voluntary prepaymentsso long as no Default or Event of Default shall then exist or result therefrom, repayments,additional payments or prepayments on, or redemptions, purchases, and defeasances repurchases andrepurchase or acquisitions for value of, and exchanges forany Junior Restricted Payment Indebtedness for value in an amount measured at the time of any such repaymentpayment, in whole prepayment, redemption, repurchase or in part, acquisition not to exceed the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;Available Retained Excess Cash FlowAmount Basket at such time; and
(f) if so long as no Default or Event of Default then exists or would result therefrom, the Payment Conditions are satisfiedBorrower may use the proceeds of any borrowing under the ABL Credit Agreement or any borrowing or sale under any documents evidencing ABL Replacement Indebtedness to make any payment or prepayment on, voluntary prepaymentsor redemption, purchasesrepurchase or acquisition for value of, exchanges for, redemptions, defeasances any Permitted Convertible Notes in an amount not to exceed $50,000,▇▇▇.▇▇ any time on or after the 2018 Refinancing Amendment Effective Date the greater of $50,000,000 and mandatory prepayments, redemptions and repurchases in whole or in part 13.00% of LTM Consolidated EBITDA (as of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(g) the prepayment of Indebtedness date of the Lead Borrower making of such payment, prepayment, redemption, repurchase or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory redemptions of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indentureacquisition); and
(ig) other Permitted Refinancings additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness so long as both before and after giving effect thereto, on a Pro Forma Basis, no Event of IndebtednessDefault shall have occurred and be continuing and the Total Net Leverage Ratio shall not exceed 2.00:1.00.
Appears in 1 contract
Sources: Credit Agreement (Ciena Corp)
Prepayments, Etc. of Indebtedness. No Loan Party will make Voluntarily prepay, redeem, purchase, defease or agree otherwise satisfy prior to pay the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Indebtedness (other than Indebtedness pursuant to this Agreement), in each case in an aggregate principal amount in excess of the Threshold Amount, or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) so long as no Event of Default shall have occurred and be continuing or other distribution (whether in cashwould result therefrom, securities or other property) of for an aggregate purchase price, or in respect an aggregate prepayment amount, not to exceed $25,000,000, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of principal making such purchase or prepayment; provided that, in the case of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchaseprepayment, redemption, retirementpurchase, acquisition, cancellation defeasement or termination other satisfaction of any Indebtedness, except Indebtedness under this Section 7.13 made with the following (each, a “Permitted Payment”):
(a) payments in Capital Stock (as long as no Change in Control would result therefrom)Cumulative Amount, the conversion Borrower Parties shall be in Pro Forma Compliance with a Senior Secured Leverage Ratio of Indebtedness not greater than 5.75 to Capital Stock (other than Disqualified Capital Stock) 1.00 as of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind end of the Loan Parties Test Period then last ended and a Total Leverage Ratio of not greater than 4.75 to 1.0 as of the end of the Test Period then last ended, in each case, after giving effect to such payment, prepayment, redemption, purchase, defeasance or the accretion of interest on Permitted Indebtedness;
satisfaction, (bii) payments of principal so long as, both before and interest as and when due in respect after giving effect to any such voluntary prepayment, redemption, purchase, defeasement or other satisfaction of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepaymentsunder this Section 7.13, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility (iii) a Permitted Refinancing thereof or any other Permitted Indebtedness;
refinancing thereof with proceeds of Indebtedness permitted by the terms of this Agreement (gin each case, including through exchange offers and similar transactions), (iv) the prepayment conversion of any such Indebtedness to Equity Interests (other than Disqualified Equity Interests), (v) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof, (vi) any payment, prepayment, redemption, purchase, defeasement or other satisfaction of any Indebtedness with proceeds of an issuance of Equity Interests of Holdings (or any direct or indirect parent thereof), or a capital contribution to the Parent Borrower and (vii) any payment by any Foreign Subsidiary of Indebtedness of the Lead Borrower or any Restricted such Foreign Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory redemptions of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined local lines of credit, letters of credit, bank guarantees, factoring arrangements, working capital lines of credit and similar extensions of credit in the Subordinated Discount Note Indenture); and
(i) other Permitted Refinancings ordinary course of Indebtednessbusiness.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party will make Prepay, redeem, purchase, defease or agree otherwise satisfy prior to pay the scheduled maturity thereof in any manner, or make any payment or other distribution (whether in cashviolation of any subordination terms of, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):except:
(a) payments (i) the prepayment of the Term B Loans in Capital Stock accordance with the terms of this Agreement and (as long as no Change in Control would result therefrom), ii) the conversion repayment and prepayment of Indebtedness to Capital Stock (other than Disqualified Capital Stock) under the ABL Credit Agreement in accordance with the terms of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted IndebtednessABL Intercreditor Agreement;
(b) payments regularly scheduled or required repayments, purchases or redemptions of principal Indebtedness set forth in Schedule 7.02 and interest refinancings and refundings of such Indebtedness, any Indebtedness permitted under Section 7.02(g) and any Unsecured Term Loan Facility in compliance with Section 7.02(d) or Section 7.02(m), as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto)applicable;
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness)[Reserved];
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment[Reserved];
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereofprepayments of Indebtedness permitted under Section 7.02(b);
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness[Reserved];
(g) the prepayment prepayments, redemptions, defeasances or satisfactions of Indebtedness permitted under Section 7.02(g); provided that (i) such prepayments, redemptions, defeasances or satisfactions are made on, or within sixty (60) days after, the date on which the Person owing such Indebtedness becomes a Subsidiary of the Lead Borrower Borrower, and (ii) the funds required to make such prepayment, redemption, defeasance or any Restricted Subsidiary satisfaction of such Indebtedness are deposited with a trustee, escrow agent, paying agent or similar agent on the closing date of the Borrower’s acquisition of such Person, and such funds reduce, or are otherwise included as a portion of, the purchase price for such Person pursuant to the Lead Borrower or any Restricted Subsidiary to terms of the extent permitted by the Security Documentspurchase and sale agreement governing such acquisition;
(h) mandatory so long as (i) immediately before and after giving effect to any such prepayment, purchase or redemption (x) no Default shall have occurred and be continuing and (y) Holdings and its Subsidiaries shall be in compliance with the covenant set forth in Section 7.11 on a Pro Forma Basis, as determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable, prepayments, purchases or redemptions of (A) the Subordinated Discount Notes Equipment Loans in an aggregate amount not to exceed $1,300,000 and (and exchange notes issued B) other Indebtedness (other than the Unsecured Term Loan Facility) in respect thereof) pursuant an aggregate amount not to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); andexceed $5,000,000;
(i) the prepayment, purchase, redemption or defeasance of the Second Lien Notes, other Permitted Refinancings Indebtedness permitted to be incurred pursuant to Section 7.02(n), or the Senior Notes, in an amount not to exceed the Cumulative Retained Excess Cash Flow, in each case with (for the avoidance of Indebtednessdoubt) such debt being permanently retired, so long as (A) immediately before and after giving effect to any such prepayment, purchase, redemption or defeasance, no Default shall have occurred and be continuing, (B) (x) all obligations of the Borrower under the Unsecured Term Loan Facility have been paid in full on or before the date of any such prepayment, purchase, redemption or defeasance and (y) for the fiscal period in which the obligations of the Borrower under the Unsecured Term Loan Facility have been paid in full, the Borrower shall have prepaid the Term Loans in an amount equal to 50% of the Excess Cash Flow that is remaining after giving effect to any prepayments of the Unsecured Term Loan Facility with Excess Cash BACK Flow (whether or not required by Section 2.05(b)(i)) and for all fiscal periods thereafter the Borrower shall have complied with Section 2.05(b)(i), (C) the Consolidated First Lien Leverage Ratio calculated on a Pro Forma Basis, as determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable, is less than 2.25 to 1.0 and (D) such prepayment, purchase, redemption or defeasance shall not reduce the calculation of Excess Cash Flow pursuant to clause (viii) of the definition thereof;
(j) [Reserved];
(k) prior to the refinancing in full of the initial Unsecured Term Loan Facility with Indebtedness incurred pursuant to Section 7.02(m), the prepayment, purchase, redemption, exchange or defeasance of the initial Unsecured Term Loan Facility in an aggregate amount not to exceed the principal amount thereof so long as (A) immediately before and after giving effect to any such prepayment, purchase, redemption, exchange or defeasance, (x) no Default shall have occurred and be continuing and (y) Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio that is 0.25 less than the level set forth in Section 7.11 (i.e., if the level set forth is 6.00 to 1.00 the required level under this clause (h) shall be 5.75 to 1.00), on a Pro Forma Basis, as determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable, (B) any portion of the Unsecured Term Loan Facility prepaid, purchased, redeemed, exchanged or defeased pursuant to this Section 7.15(k) shall be, simultaneous with such prepayment, purchase, redemption, exchange or defeasance, permanently retired by the Borrower and (C) at the end of each month during which any prepayment, purchase, redemption, exchange or defeasance of the initial Unsecured Term Loan Facility is made pursuant to this Section 7.15(k), the Borrower shall notify the Administrative Agent in writing of the aggregate amount of the initial Unsecured Term Loan Facility so retired during such month and in the aggregate since December 14, 2012. Notwithstanding the foregoing clauses (a) through (h) of this Section 7.15, Holdings and the Borrower shall not, nor shall they permit any Subsidiary to, directly or indirectly, make any payment in violation of the Intercreditor Agreement with respect to any Indebtedness evidenced by the Second Lien Notes.
Appears in 1 contract
Sources: Credit Agreement (Cenveo, Inc)
Prepayments, Etc. of Indebtedness. No Loan Party will make or agree to pay or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):
(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Specified Indebtedness (it being understood that payments in Capital Stock (as long as no Change in Control would result therefromof regularly scheduled interest, AHYDO payments and mandatory prepayments with respect to any such Indebtedness shall not be prohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion of Indebtedness thereof to Capital Stock Equity Interests (other than Disqualified Capital StockEquity Interests) of the Parent Borrower or any of their direct or indirect parents (as or any Intermediate Holding Company), (iii) so long as no Change in Control Event of Default shall have occurred and be continuing or would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary , prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) $5,000,000 plus (B) any amounts available under Section 7.06(j) (usage of which shall reduce availability under such Section 7.06(j)) plus (C) the Net Proceeds Excluded Contribution Amount (provided that, at the time of any Permitted Equity Issuances for the purpose such prepayment, redemption, purchase, defeasance and other payment, no Specified Event of making such payment Default shall have occurred and be continuing or prepayment;
would result therefrom), (eiv) voluntary [reserved] and (v) other prepayments, redemptions, purchases, defeasances and defeasances ofother payments thereof prior to their scheduled maturity (provided that, and exchanges forat the time of such prepayments, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepaymentsredemptions, purchases, exchanges fordefeasances or other payments, redemptions, defeasances (x) no Event of Default has occurred and mandatory prepayments, redemptions is continuing and repurchases in whole or in part (y) the Total Leverage Ratio of the Senior NotesBorrower as of the end of the most recently ended Test Period, the Senior Subordinated Noteson a pro forma basis after giving effect to such prepayment, the Subordinated Discount Notesredemption, the Term Loan Facility purchase, defeasance or any other Permitted Indebtedness;payment, would be no greater than 2.00:1.00).
(gb) Amend, modify or change in any manner materially adverse to the prepayment of Indebtedness interests of the Lead Borrower Lenders any term or condition of any Restricted Subsidiary to Specified Debt Documents without the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory redemptions consent of the Subordinated Discount Notes Required Lenders (and exchange notes issued in respect thereof) pursuant not to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenturebe unreasonably withheld or delayed); and
(i) other Permitted Refinancings of Indebtedness.
Appears in 1 contract
Sources: Credit Agreement (Paycor Hcm, Inc.)
Prepayments, Etc. of Indebtedness. No Loan Party (a) Parent will make not, and will not permit any of its Subsidiaries to, prepay, redeem, purchase, defease or agree otherwise satisfy prior to pay the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any Specified Indebtedness or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination violation of any subordination terms of any Specified Indebtedness, except (i) refinancing of Specified Indebtedness with the following Net Cash Proceeds of any Permitted Refinancing Indebtedness in respect thereof, (each, a “Permitted Payment”):
(aii) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of any Specified Indebtedness to Capital Stock Equity Interests (other than Disqualified Capital StockEquity Interests) of the Parent Parent, (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(giii) the prepayment of Specified Indebtedness of the Lead Borrower Parent or any Restricted Subsidiary to the Lead Borrower Parent or any Restricted Subsidiary to the extent permitted by the Security Collateral Documents;, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Specified Indebtedness in an aggregate amount not to exceed the Available Amount so long as (x) no Event of Default has occurred and is continuing and (y) after giving effect to such prepayment, on a Pro Forma Basis the Borrower would be in compliance with Section 6.09 as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) and (v) prepayments, redemptions, purchases or defeasances of Specified Indebtedness out of the net cash proceeds of a sale of Qualified Equity Interests (other than a sale to Parent or a Subsidiary).
(hb) mandatory redemptions Parent will not, and will not permit any of its Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence Lenders any term or condition of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); and
(i) other Permitted Refinancings of any Specified Indebtedness.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party will make (a) The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or agree indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to pay the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted unless such payments violate any subordination terms of any Junior Financing Documentation) (x) any Permitted Additional Debt (or any Permitted Refinancing thereof) or (y) any Junior Financing that constitutes Subordinated Indebtedness (or any Permitted Refinancing thereof), or make any payment or other distribution in violation of any subordination terms of any Junior Financing Documentation, if any, except (whether in cash, securities or other propertyi) of or any Permitted Refinancing permitted in respect of principal of or interest on thereof (including any Indebtedness, or any payment or other distribution (whether Permitted Refinancing set forth in cash, securities or other propertySection 7.03(u) hereof), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):
(aii) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of any Permitted Additional Debt (or any Permitted Refinancing thereof) or Junior Financing that constitutes Subordinated Indebtedness (or any Permitted Refinancing thereof) to Capital Stock Equity Interests (other than Disqualified Capital StockEquity Interests) of the Parent Borrower, (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(giii) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted not prohibited by applicable subordination provisions, (iv) prepayments, redemptions, purchases, defeasances and other payments or satisfaction from the proceeds of equity issuances by the Security Documents;
Borrower, (hv) mandatory redemptions AHYDO “catch up” payments, and (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Permitted Additional Debt (or any Permitted Refinancing thereof) and Junior Financings that constitutes Subordinated Indebtedness (or any Permitted Refinancing thereof) prior to their scheduled maturity in an aggregate amount not to exceed (x) together with (I) the aggregate amount of Investments made under sub-clause (x) of Section 7.02(p) and (II) the aggregate amount of Restricted Payments made pursuant to sub-clause (x) of Section 7.06(e), $15,000,000, plus (y) the portion, if any, of the Subordinated Discount Notes Cumulative Credit on such date that the Borrower elects to apply to this subclause (y); provided that (A) no prepayment, redemption, purchase, defeasance or other payment shall be made pursuant to this clause (vi) if an Event of Default has occurred and exchange notes issued is continuing or would result therefrom and (B) no prepayments, redemptions, purchases, defeasances and other payments in respect thereofof Permitted Additional Debt shall be permitted under this clause (vi) until the Specified Period shall have ended. For greater certainty, nothing in this Section 7.13(a) or elsewhere in this Agreement shall limit or restrict the ability of the Borrower or any Restricted Subsidiary to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (x) any ABL Facility Indebtedness or other obligations also secured pursuant to the Subordinated Discount Note Indenture due ABL Credit Agreement, (y) any Tranche B-2 Term Loan Facility Indebtedness or other obligations also secured pursuant to the existence Tranche B-2 Term Loan Credit Agreement or (z) any UST Tranche B Term Loan Facility Indebtedness or other obligations also secured pursuant to the UST Tranche B Term Loan Credit Agreement.
(b) The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, amend, modify, change, terminate or release in any manner materially adverse to the interests of an AHYDO Amount the Lenders any term or condition of any Junior Financing Documentation or the documentation governing any Permitted Additional Debt (or any Permitted Refinancing thereof) if the effect thereof would be to cause such Junior Financing or Permitted Additional Debt to no longer constitute Junior Financing or Permitted Additional Debt, as defined in the Subordinated Discount Note Indenturecase may be, without the consent of the Required Lenders (which consent shall not be unreasonably withheld, conditioned or delayed); and
provided, that none of the ABL Facility Indebtedness, the Tranche B-2 Term Loan Facility Indebtedness or the UST Tranche B Term Loan Facility Indebtedness shall be subject to this clause (ib) other unless expressly designated as Permitted Refinancings of IndebtednessJunior Priority Additional Debt.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party will make Make (or agree give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, repurchase or acquisition for value of (including, in each case without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), any Junior Restricted Payment Indebtedness (including, without limitation, in the case of Permitted Convertible Notes, any election to pay or settle any such Permitted Convertible Note in cash upon conversion of such Permitted Convertible Note prior to maturity thereof and the payment of such cash to effect settlement); provided, however:
(a) the Borrower may make any payment or other distribution (whether prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes through the exercise of any call option in cashrespect thereof that is settled in Company Common Stock or, securities or other property) of or in respect of principal of or interest on any Indebtednessfractional shares to be issued, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):
(a) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;,
(b) payments so long as no Event of principal Default then exists or would result therefrom, the Borrower may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Restricted Payment Indebtedness in an aggregate amount not to exceed, at any time on or after the 2018 Refinancing Amendment Effective Date, when taken together with all Dividends paid pursuant to Section 7.06(k) on or after the 2018 Refinancing Amendment Effective Date, the greater of $50,000,000 and interest 13.00% of LTM Consolidated EBITDA (as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating theretothe date of the making of such payment or prepayment, redemption or acquisition for value);
(c) payments so long as no Event of principal (including mandatory prepayments) and interest as and when due in respect of Default then exists or would result therefrom, the Borrower may make any Permitted Indebtedness (other than Subordinated Indebtedness)payment or prepayment on, or redemption, repurchase or acquisition for value of, any 2018 Convertible Notes;
(d) voluntary prepaymentsthe Borrower may make additional payments or prepayments on, or redemptions, purchasesrepurchase or acquisitions for value of, and defeasances in whole any Junior Restricted Payment Indebtedness (x) to the extent made with Company Common Stock or in part Qualified Preferred Stock (whether pursuant to any conversion thereof or otherwise) or (y) so long as no Event of Default then exists or would result therefrom, to the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness extent made with the Net Proceeds proceeds from (1) the substantially concurrent incurrence or issuance of any Permitted Equity Issuances for the purpose Junior Restricted Payment Indebtedness or (2) an incurrence or issuance of making such payment or prepaymentIndebtedness pursuant to Section 7.02(l);
(e) voluntary prepaymentsso long as no Event of Default shall then exist or result therefrom, additional payments or prepayments on, or redemptions, purchases, and defeasances repurchase or acquisitions for value of, and exchanges forany Junior Restricted Payment Indebtedness for value in an amount measured at the time of any such payment, in whole prepayment, redemption, repurchase or in part, acquisition not to exceed the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereofAvailable Amount Basket at such time;
(f) if so long as no Event of Default then exists or would result therefrom, the Payment Conditions are satisfiedBorrower may use the proceeds of any borrowing under the ABL Credit Agreement or any borrowing or sale under any documents evidencing ABL Replacement Indebtedness to make any payment or prepayment on, voluntary prepaymentsor redemption, purchasesrepurchase or acquisition for value of, exchanges for, redemptions, defeasances any Permitted Convertible Notes in an amount not to exceed at any time on or after the 2018 Refinancing Amendment Effective Date the greater of $50,000,000 and mandatory prepayments, redemptions and repurchases in whole or in part 13.00% of LTM Consolidated EBITDA (as of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(g) the prepayment of Indebtedness date of the Lead Borrower making of such payment, prepayment, redemption, repurchase or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory redemptions of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indentureacquisition); and
(ig) other Permitted Refinancings additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness so long as both before and after giving effect thereto, on a Pro Forma Basis, no Event of IndebtednessDefault shall have occurred and be continuing and the Total Net Leverage Ratio shall not exceed 2.00:1.00. In addition to the foregoing, upon notice from the Administrative Agent, the Borrower will not, and will not permit any of the other Loan Parties to repay or prepay any Intercompany Loan owed by any such Loan party to a Restricted Subsidiary of the Borrower that is not a Loan Party at any time that an Event of Default exists and is continuing.
Appears in 1 contract
Sources: Incremental Joinder and Amendment Agreement (Ciena Corp)
Prepayments, Etc. of Indebtedness. No Loan Party will make (a) The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or agree indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to pay the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted unless such payments violate any subordination terms of any Junior Financing Documentation) (x) any Permitted Additional Debt (or any Permitted Refinancing thereof) or (y) any Junior Financing that constitutes Subordinated Indebtedness (or any Permitted Refinancing thereof), or make any payment or other distribution in violation of any subordination terms of any Junior Financing Documentation, if any, except (whether in cash, securities or other propertyi) of or any Permitted Refinancing permitted in respect of principal of or interest on thereof (including any Indebtedness, or any payment or other distribution (whether Permitted Refinancing set forth in cash, securities or other propertySection 7.03(u) hereof), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):
(aii) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of any Permitted Additional Debt (or any Permitted Refinancing thereof) or Junior Financing that constitutes Subordinated Indebtedness (or any Permitted Refinancing thereof) to Capital Stock Equity Interests (other than Disqualified Capital StockEquity Interests) of the Parent Borrower, (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(giii) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted not prohibited by applicable subordination provisions, (iv) prepayments, redemptions, purchases, defeasances and other payments or satisfaction from the proceeds of equity issuances by the Security Documents;
Borrower, (hv) mandatory redemptions AHYDO “catch up” payments, and (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Permitted Additional Debt (or any Permitted Refinancing thereof) and Junior Financings that constitutes Subordinated Indebtedness (or any Permitted Refinancing thereof) prior to their scheduled maturity in an aggregate amount not to exceed (x) together with (I) the aggregate amount of Investments made under sub-clause (x) of Section 7.02(p) and (II) the aggregate amount of Restricted Payments made pursuant to sub-clause (x) of Section 7.06(e), $15,000,000, plus (y) the portion, if any, of the Subordinated Discount Notes Cumulative Credit on such date that the Borrower elects to apply to this subclause (y); provided that (A) no prepayment, redemption, purchase, defeasance or other payment shall be made pursuant to this clause (vi) if an Event of Default has occurred and exchange notes issued is continuing or would result therefrom and (B) no prepayments, redemptions, purchases, defeasances and other payments in respect thereofof Permitted Additional Debt shall be permitted under this clause (vi) until the Specified Period shall have ended. For greater certainty, nothing in this Section 7.13(a) or elsewhere in this Agreement shall limit or restrict the ability of the Borrower or any Restricted Subsidiary to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (x) any ABL Facility Indebtedness or other obligations also secured pursuant to the Subordinated Discount Note Indenture due ABL Credit Agreement, (y) any Tranche B-2 Term Loan Facility Indebtedness or other obligations also secured pursuant to the existence Tranche B-2 Term Loan Credit Agreement or (z) any UST Tranche A Term Loan Facility Indebtedness or other obligations also secured pursuant to the UST Tranche A Term Loan Credit Agreement.
(b) The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, amend, modify, change, terminate or release in any manner materially adverse to the interests of an AHYDO Amount the Lenders any term or condition of any Junior Financing Documentation or the documentation governing any Permitted Additional Debt (or any Permitted Refinancing thereof) if the effect thereof would be to cause such Junior Financing or Permitted Additional Debt to no longer constitute Junior Financing or Permitted Additional Debt, as defined in the Subordinated Discount Note Indenturecase may be, without the consent of the Required Lenders (which consent shall not be unreasonably withheld, conditioned or delayed); and
provided, that none of the ABL Facility Indebtedness, the Tranche B-2 Term Loan Facility Indebtedness or the UST Tranche A Term Loan Facility Indebtedness shall be subject to this clause (ib) other unless expressly designated as Permitted Refinancings of IndebtednessJunior Priority Additional Debt.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):except:
(a) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;; DB1/ 118785215.8
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances prepayments of Indebtedness in whole or in part connection with a Permitted Refinancing of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepaymentIndebtedness;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(f) Revolve Group may make any payments of cash or deliveries in shares of Common Stock (or other securities or property following a merger event, reclassification or other change of the Common Stock) (and cash in lieu of fractional shares) pursuant to the terms of, and otherwise perform its obligations under, any Permitted Convertible Indebtedness (including, without limitation, making payments of interest and principal thereon, making payments due upon required repurchase thereof and/or making payments and deliveries upon conversion or settlement thereof);
(g) Revolve Group may pay the prepayment premium in respect of, make any payments (of Indebtedness cash or deliveries in shares of Common Stock or other securities or property following a merger event, reclassification or other change of the Lead Borrower Common Stock and cash in lieu of fractional shares) required by, and otherwise perform its obligations under, any Permitted Call Spread Transaction, including in connection with any settlement, unwind or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documentstermination thereof;
(h) Revolve Group may make voluntary prepayments, purchases, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of any Permitted Indebtedness, with the Subordinated Discount Notes (and net cash proceeds of, or in exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence for, any substantially contemporaneous issuance of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture)Capital Stock of Revolve Group; and
(i) other so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, voluntary prepayments, purchases, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of any Permitted Refinancings Indebtedness, so long as the amount paid in respect thereof does not exceed (i) $2,500,000 in any Fiscal Year or (ii) $5,000,000 during the term of Indebtednessthis Agreement.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any Indebtedness incurred under Section 7.03(g) (and any Permitted Refinancing thereof) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents (all such Indebtedness described above in this clause (a), “Third Party will make or agree to pay Financing”) or make any payment or other distribution in violation of any subordination terms of any Third Party Financing Documentation, except, so long as (whether in cash, securities or other property) the case of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution clauses (whether in cash, securities or other propertyi), including any sinking fund (ii) and (iv) below) no Default shall have occurred and be continuing or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):
(a) payments in Capital Stock (as long as no Change in Control would result therefrom, (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (ii) the conversion of Indebtedness any Third Party Financing to Capital Stock Equity Interests (other than Disqualified Capital StockEquity Interests) of the Parent Holdings, (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(giii) the prepayment of Indebtedness of the Lead U.S. Borrower or any Restricted Subsidiary to the Lead U.S. Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;Intercompany Subordination Agreement and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of any Third Party Financing prior to its scheduled maturity; provided that (x) the Credit Agreement Parties are in Pro Forma Compliance with the Financial Covenant, (y) the Available Amount Leverage Condition has been satisfied and (z) the aggregate amount of such prepayments, redemptions, purchases, defeasances and other payments do not exceed the sum of (1) $5,000,000 and (2) Available Amount at such time.
(hb) mandatory redemptions Amend, modify or change (x) the subordination provision (if any) of any Third Party Financing Documentation (or the component definitions contained therein) or (y) any term or condition any Third Party Financing Documentation in any manner materially adverse to the interests of the Subordinated Discount Notes Lenders, in any such case without the consent of the Administrative Agent.
(and exchange notes issued in respect thereofc) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount Designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any Third Party Financing Documentation), in each case, except for the Subordinated Discount Note Indenture); and
Obligations described in clause (ix) other Permitted Refinancings of Indebtednessthe definition thereof.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party will make Prepay, redeem, purchase, defease or agree otherwise satisfy prior to pay the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) any Permitted Subordinated Notes (collectively, the “Junior Financing”) or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination violation of any Indebtednesssubordination terms of any Junior Financing Documentation, except (i) the following refinancing thereof with the Net Cash Proceeds of any Permitted Refinancing, to the extent not required to prepay any Term Loans pursuant to Section 2.05(b) or the prepayment thereof with Retained Declined Proceeds, (each, a “Permitted Payment”):
(aii) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of Indebtedness any Junior Financing to Capital Stock Equity Interests (other than Disqualified Capital StockEquity Interests) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility Holdings or any other Permitted Indebtedness;
of its direct or indirect parents, (giii) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to owed to Holdings, the Lead Borrower or a Restricted Subsidiary or the prepayment of any Permitted Subordinated Notes issued by the Borrower or any Restricted Subsidiary to Holdings, the extent permitted by Borrower or any Restricted Subsidiary and the Security Documents;
prepayment of Permitted Subordinated Notes with the proceeds of other Permitted Subordinated Notes, (hiv) mandatory redemptions so long as no Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity (A) in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(n)(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(n), not to exceed the sum of the Subordinated Discount Notes greater of $175,000,000 and 2.5% of Total Assets and (B) out of the Available Amount and exchange notes issued in respect thereof(v) pursuant any such Indebtedness if (after giving effect to such prepayment, redemption, purchase or defeasance) the Subordinated Discount Note Indenture due to Senior Secured First-Lien Net Leverage Ratio is not greater than 4.0:1.0 and the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); and
(i) other Permitted Refinancings of IndebtednessTotal Net Leverage Ratio is not greater than 4.5:1.0.
Appears in 1 contract
Sources: Third Incremental Term Facility Amendment (Sabre Corp)
Prepayments, Etc. of Indebtedness. No Loan Party will make or agree to pay or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):except
(a) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(e) voluntary prepayments, redemptions, purchases, and defeasances prepayments of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(g) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory redemptions of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); and
(i) other Permitted Refinancings of Indebtedness.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party The Lead Borrower will not, nor will it permit any other Borrower or any Subsidiary Facility Guarantor to, make or agree to pay or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any IndebtednessIndebtedness (other than the Obligations), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any IndebtednessIndebtedness (other than the Obligations), except the following (each, a “Permitted Payment”):
(a) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent Holdco or any parent company thereof (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal (including mandatory prepayments, redemptions and offers to purchase) and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments, redemptions and offers to purchase) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment prepayment, redemption, purchase or prepaymentdefeasance;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility Facility, any Term Incremental Equivalent Debt and any Term Credit Agreement Refinancing Indebtedness (and, in each case, any Permitted Refinancing thereof) from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility Facility, any Term Incremental Equivalent Debt, any Term Credit Agreement Refinancing Indebtedness or any other Permitted Indebtedness;
(g) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory prepayments and redemptions of Indebtedness in an amount sufficient, but not in excess of the Subordinated Discount Notes (and exchange notes issued in respect thereofamount necessary, to ensure that such Indebtedness will not be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) pursuant to of the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); andCode;
(i) other Permitted Refinancings of Indebtedness; and
(j) the conversion (or exchange) of any Indebtedness to (or with) Capital Stock or Indebtedness of Holdco or any direct or indirect parent thereof.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party will make or agree to pay or make (a) Make any payment or other distribution Restricted Debt Payments (whether in cash, securities or other property) of or in respect of principal of or interest on the Term Debt Obligations, any IndebtednessJunior Financing, any Indebtedness incurred pursuant to Section 7.03(o) or any payment or other distribution Permitted Refinancing of any thereof (whether in cashcollectively, securities or other propertythe “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):except:
(ai) payments Restricted Debt Payments in Capital Stock the form of Equity Interests other than Disqualified Equity Interests (so long as no Change of Control would result therefrom) of Holdings or any Intermediate Holding Company, the conversion of such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of Holdings or any Intermediate Holding Company (as long as no Change in Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(bii) payments of principal and interest as and when due in respect of any Subordinated Indebtedness Restricted Debt (subject to applicable subordination provisions relating thereto);
(ciii) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness Restricted Debt Payments with the Net Proceeds net proceeds of any Permitted Equity Issuances (other than Specified Equity Contributions) for the purpose of making such payment or prepayment;
(eiv) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility Restricted Debt Payments from any Permitted Refinancing thereof;
thereof (f) if which, for the Payment Conditions are satisfiedavoidance of doubt, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part shall include prepayment of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(g) the prepayment of Indebtedness Secured Bridge Loans out of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory redemptions proceeds of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence issuance or incurrence, as applicable, of an AHYDO Amount (as defined in the Subordinated Discount Note Indentureother Term Debt Obligations); and
(v) other Restricted Debt Payments, so long as (i) other Permitted Refinancings no Event of IndebtednessDefault then exists or would arise as a result of the making of such payment and (ii) both immediately prior to and after giving effect to the making of such payment, the Pro Forma Excess Availability Condition has been satisfied.
(b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Ahny-Iv LLC)
Prepayments, Etc. of Indebtedness. No Loan Party will make or agree to pay or make (a) Make any payment or other distribution Restricted Debt Payments (whether in cash, securities or other property) of or in respect of principal of or interest on any IndebtednessAdditional Permitted Debt, any Junior Financing (other than the Subordinated Contribution Note), any Excluded Sale-Leaseback or any payment or other distribution Permitted Refinancing of the foregoing (whether in cashcollectively, securities or other propertythe “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):except:
(ai) payments Restricted Debt Payments in Capital Stock the form of Equity Interests (so long as no Change of Control would result therefrom) of Holdings or any Intermediate Holding Company, the conversion of such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of Holdings or any Intermediate Holding Company (as long as no Change in of Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(bii) payments of principal and interest as and when due in respect of any Subordinated Indebtedness Restricted Debt (subject to applicable subordination provisions relating thereto);
(ciii) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness Restricted Debt Payments with the Net Cash Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(eiv) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility Restricted Debt Payments from any Permitted Refinancing thereof;
(fv) Restricted Debt Payments in respect of the Specified Captive Insurance Notes so long as no Event of Default then exists or would arise as a result of the making of such payment; and
(vi) in addition to the foregoing Restricted Debt Payments:
(A) additional Restricted Debt Payments, so long as (1) no Default shall exist or would result therefrom and (2) the aggregate amount of such Restricted Debt Payments does not exceed an amount per fiscal year equal to $100,000,000, plus (aa) if Alternate Availability for each of the five days immediately preceding the making of such Restricted Debt Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases on the date on which such Restricted Debt Payment is made (determined on each such relevant date on a pro forma basis by giving effect to any Loans made or Letters of Credit issued in whole connection with or in part contemplation of such Restricted Debt Payment, the proceeds of which are to be applied to the payment of such Restricted Debt Payment), equals or exceeds the Trigger Amount, the Net Cash Proceeds of Permitted Equity Issuances (other than Specified Equity Contributions) that are Not Otherwise Applied, and (bb) if as of the Senior Noteslast day of the Test Period, the Senior Subordinated NotesConsolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) is at least 1.10 to 1.00, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;Available Amount that is Not Otherwise Applied; and
(gB) additional Restricted Debt Payments, so long as (1) no Default shall exist or would result therefrom; (2) on the date such Restricted Debt Payment is made, Pro Forma Excess Availability shall equal or exceed 15.00% of the Loan Cap; (3) if, on the date such Restricted Debt Payment is made, Pro Forma Excess Availability is less than 17.50% of the Loan Cap, then the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis as of the last day of the Test Period) shall be at least 1.10 to 1.00; and (4) the prepayment of Indebtedness Chief Financial Officer or other financial officer of the Lead Borrower or any Restricted Subsidiary shall have executed and delivered a certificate to the Administrative Agent demonstrating in reasonable detail the satisfaction of each of the conditions set forth in this clause (B) (provided, that compliance with the Pro Forma Excess Availability conditions referred to in this Section 7.12(a)(vi)(B) shall be demonstrated by an Alternate Availability Calculation delivered to Administrative Agent by Lead Borrower or any Restricted Subsidiary at least five Business Days prior to the extent permitted by making of the Security Documentsapplicable Specified Payment);
(hC) mandatory redemptions [reserved];
(D) additional Restricted Debt Payments in the form of payments of principal of Additional Permitted Debt (and any related payment of interest, fees, and expenses which are paid simultaneously) which constitutes senior, unsecured Indebtedness, so long as (1) no Default shall exist or would result therefrom; (2) Alternate Availability (determined on a pro forma basis by giving effect to such Restricted Debt Payment) equals or exceeds the Trigger Amount; and (3) until such time as either fixed assets are not eligible for inclusion in, and are not included in, the calculation of the Subordinated Discount Notes (Borrowing Base, or the amount of availability derived from Eligible Real Property and exchange notes issued in respect thereof) pursuant Eligible Rolling Stock is equal to or less than 15% of the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture)Borrowing Base, such payment is made with Designated Funds; and
(iE) additional Restricted Debt Payments in the form of payments of principal of Additional Permitted Debt which constitutes senior, first-lien Indebtedness, so long as (1) until such time as fixed assets are neither eligible for inclusion in, nor included in, the calculation of the Borrowing Base, Alternate Availability (determined on a pro forma basis by giving effect to any Loans made or Letters of Credit issued in connection with or in contemplation of such Restricted Debt Payment), equals or exceeds the Trigger Amount or (2) at all other Permitted Refinancings times, Alternate Availability (determined on a pro forma basis by giving effect to any Loans made or Letters of IndebtednessCredit issued in connection with or in contemplation of such Restricted Debt Payment), equals or exceeds $0.00.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party (a) The Company will make not, and will not permit any of its Subsidiaries to, prepay, redeem, purchase, defease or agree otherwise satisfy prior to pay the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any Specified Indebtedness or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination violation of any subordination terms of any Specified Indebtedness, except (i) refinancing of Specified Indebtedness with the following Net Cash Proceeds of any Permitted Refinancing Indebtedness in respect thereof, (each, a “Permitted Payment”):
(aii) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of any Specified Indebtedness to Capital Stock Equity Interests (other than Disqualified Capital StockEquity Interests) of the Parent Company, (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(giii) the prepayment of Indebtedness of the Lead Borrower Company or any Restricted Subsidiary to the Lead Borrower Company or any Restricted Subsidiary to the extent permitted by the Security Collateral Documents;, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Specified Indebtedness in an aggregate amount not to exceed the sum of (A) $50,000,000 minus the amount of Restricted Payments made pursuant to Section 6.04(h)(x) plus (B) the Available Amount so long as (x) no Event of Default has occurred and is continuing and (y) after giving effect to such prepayment, on a Pro Forma Basis the Consolidated Leverage Ratio as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) would not exceed 6.0 to 1.0, (v) so long as no Event of Default has occurred and is continuing, prepayments, redemptions, purchases or defeasances of Specified Indebtedness out of Retained Declined Proceeds and (vi) prepayments, redemptions, purchases or defeasances of Specified Indebtedness out of the net cash proceeds of a sale of Qualified Equity Interests (other than a sale to the Company or a Subsidiary).
(hb) mandatory redemptions The Company will not, and will not permit any of its Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Subordinated Discount Notes (and exchange notes issued Lenders any term or condition of any Specified Indebtedness in respect thereof) pursuant any manner materially adverse to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); and
(i) other Permitted Refinancings of IndebtednessLenders.
Appears in 1 contract
Sources: Credit Agreement (Mylan Inc.)
Prepayments, Etc. of Indebtedness. No Loan Party will make or agree to pay or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):
(a) 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 shall be permitted) any Incremental Equivalent Debt, any Refinancing Equivalent Debt, any Ratio Debt or any other Indebtedness for borrowed money of a Credit Party, in Capital Stock each case, that is (as long as no Change x) unsecured or (y) subordinated in Control would result therefromright of payment to the Loan Obligations expressly by its terms or to the Lien securing the Collateral expressly by its terms (other than Indebtedness among the Borrower and its Restricted Subsidiaries) to the extent permitted by any applicable subordination provisions (collectively, “Junior Debt”), except (i) any Permitted Refinancing thereof, (ii) the conversion of Indebtedness any such Junior Debt to Capital Stock (other than Disqualified Capital Stock) of the Parent Borrower from the substantially concurrent issuance of new shares of its common stock or other common equity interests, (as long as no Change in Control would result therefromiii) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness);
(d) voluntary prepayments, redemptions, purchases, defeasances and defeasances other repayments in whole respect to Junior Debt in an aggregate amount not to exceed, together with the aggregate amount of all Restricted Payments made pursuant to Section 8.06(h), at the time any such prepayment, redemption, purchase, defeasance or in part of the Senior Notesother repayment is made, the Senior Subordinated Notessum of (x) the greater of (a) $50,000,000 and (b) 2.25% of Total Assets and (y) the Cumulative Equity Credit, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment;
(eiv) voluntary prepayments, redemptions, purchases, defeasances and other repayments in respect of Junior Debt so long as, after giving effect to such prepayments, redemptions, purchases, defeasances ofand other repayments, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied.
(b) Amend, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases modify or change in whole or in part any manner materially adverse to the interests of the Senior NotesLenders, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(g) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted as determined in good faith by the Security Documents;
Borrower, any term or condition of any Junior Debt having an aggregate outstanding principal amount in excess of $30,000,000 (h) mandatory redemptions other than as a result of the Subordinated Discount Notes (and exchange notes issued any Permitted Refinancing in respect thereof) pursuant to without the Subordinated Discount Note Indenture due to consent of the existence of an AHYDO Amount Administrative Agent (as defined in the Subordinated Discount Note Indenturewhich consent shall not be unreasonably withheld, conditioned or delayed); and
(i) other Permitted Refinancings of Indebtedness.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):except
(a) payments in Capital Stock (as long as no Change in Control would result therefrom), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto);
(c) payments of principal (including mandatory prepayments, redemptions and repurchases) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness); provided, that if the Payment Conditions shall be satisfied (giving pro forma effect to any such required payment, redemption or repurchase), the occurrence of any event (other than an event that constitutes a default in respect of any Material Indebtedness) which requires the Borrower to make any payment upon the conversion of convertible or exchangeable debt securities at the election of the holder(s) thereof shall not be deemed to be an event which causes, or permits the holders of such Indebtedness to cause, Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed prior to its stated maturity for all purposes of Section 7.01(e)(i)(B) hereof;
(d) voluntary prepayments, redemptions, purchases, and defeasances prepayments of Indebtedness in whole connection with a Permitted Refinancing of such Indebtedness or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds proceeds of any other Permitted Equity Issuances for the purpose of making such payment or prepaymentIndebtedness;
(e) voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;; and
(gf) voluntary prepayments made by the Borrower to repurchase, redeem or defease its 2.50% Notes for cash; provided that (i) the prepayment Borrower shall consummate any such repurchase, redemption or defeasance not later than 90 days after the Amendment Effective Date; (ii) the aggregate purchase price for all such 2.50% Notes shall not exceed $275,000,000, and (iii) at the time of Indebtedness such payment, no Default or Event of Default shall exist or would result from such payment (it being understood that, subject to the other terms and conditions set forth in this Agreement, any such repurchase, redemption or defeasance of the Lead Borrower or any Restricted Subsidiary 2.50% Notes may be consummated pursuant to the Lead Borrower or any Restricted Subsidiary SECTION 6.10(e), to the extent permitted by the Security Documents;
(h) mandatory redemptions of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenturethereto); and
(i) other Permitted Refinancings of Indebtedness.
Appears in 1 contract
Sources: Credit Agreement (Radioshack Corp)
Prepayments, Etc. of Indebtedness. No Loan Party will make or agree to pay or make Make any unscheduled payment or prepayment of principal or interest (or any comparable unscheduled reduction of principal or yield provision, or payment of fees) on any Subordinated Indebtedness (including, without limitation, any redemption, defeasance, setting aside of funds for a sinking, defeasance or another analogous fund, cancellation, forgiveness, repurchase, receive an assignment of, or otherwise cause any of the foregoing or enter into any other distribution (whether transaction which accomplishes a like result, including pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in cash, securities or other property) the terms of or in respect of principal of or interest on any Indebtedness, available to the Borrower or any payment or other distribution (whether in cash, securities or other propertyof its Subsidiaries at its option), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except the following (each, a “Permitted Payment”):except:
(a) payments in Capital Stock (as so long as there exists no Change Default prior to and/or after giving effect to each such payment or prepayment, the Borrower and the Restricted Subsidiaries may make such payment or prepayment in Control would result therefroman amount not to exceed the Available Amount; provided that, for purposes of this Section 7.18(a), if, after giving effect to such payment or prepayment, the conversion Total Net Leverage Ratio for the applicable Measurement Period (with the Total Net Leverage Ratio for such purpose being calculated on a Pro Forma Basis (A) after giving effect to the making of such payment or prepayment and any Indebtedness incurred in connection therewith and (B) excluding the proceeds of such Indebtedness in the determination of unrestricted cash and Cash Equivalents) is less than or equal to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness2.50 to 1.00;
(b) so long as (i) there exists no Default prior to and/or after giving effect to each such payment or prepayment and (ii) after giving effect to such payment or prepayment, the Total Net Leverage Ratio for the applicable Measurement Period (with the Total Net Leverage Ratio for such purpose being calculated on a Pro Forma Basis (A) after giving effect to the making of such payment or prepayment and any Indebtedness incurred in connection therewith and (B) excluding the proceeds of such Indebtedness in the determination of unrestricted cash and Cash Equivalents), is less than or equal to 1.50 to 1.00, the Borrower and its Restricted Subsidiaries may make such payments of principal or and interest as and when due prepayments in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto)an unlimited amount;
(c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness)[reserved];
(d) voluntary prepaymentsprepayments of Indebtedness, redemptionsso long as, purchases, and defeasances in whole or in part of the Senior Notesimmediately after giving effect thereto, the Senior Subordinated Notesaggregate amount of such prepayments of Indebtedness made in reliance on this clause (d) does not exceed an amount equal to $50,000,000, minus the Subordinated Discount Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds amount of any Permitted Equity Issuances for the purpose of making such payment or prepaymentRestricted Payments made utilizing Section 7.06(h) hereof;
(e) voluntary prepayments, redemptions, purchases, prepayments of Indebtedness owing by (i) any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary and defeasances of, and exchanges for, in whole or in part, (ii) the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from Borrower to any Permitted Refinancing thereofRestricted Subsidiary that is a Guarantor;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases prepayments of Indebtedness in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;connection with refinancings otherwise permitted under this Agreement; and
(g) so long as (i) there exists no Default prior to and/or after giving effect thereto and (ii) the prepayment proceeds from the sale of such Equity Interests of the Borrower (A) are not from the sale of Disqualified Stock, (B) have not been used, or are not being held for use, for another purpose, and (C) are not being added to the calculation of Available Amount through any mechanism of this Agreement, prepayments of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary solely to the extent permitted by such prepayments are made using the Security Documents;
(h) mandatory redemptions proceeds from the sale of such Equity Interests of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); and
(i) other Permitted Refinancings of IndebtednessBorrower.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. No The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly:
(a) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any unsecured Indebtedness (other than the Unsecured Credit Facility), any Junior Lien Indebtedness or any Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Party will make or agree to pay Documents (collectively, “Junior Financing”) or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination violation of any Indebtednesssubordination terms of any Junior Financing Documentation, except the following (each, a “Permitted Payment”):
(a) payments in Capital Stock (as long as no Change in Control would result therefromrefinancing thereof with Refinancing Indebtedness otherwise permitted under Section 8.02(b)(xv), the conversion of Indebtedness to Capital Stock (other than Disqualified Capital Stock) of the Parent (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness;
(b) payments amend, modify or change in any manner materially adverse to the interests of principal the Lenders (including, without limitation, in each case any covenant thereunder more restrictive in any material respect to the Borrower or any Restricted Subsidiary) (i) any term or condition of the Senior Secured Notes, the Senior Secured Note Indenture, documentation governing Pari Passu Payment Lien Obligations or any Junior Financing Documentation or (ii) any Organization Document of any Group Member, in any case without the consent of the Administrative Agent; provided, that notwithstanding the foregoing, it is agreed and interest as acknowledged that (x) any extension of the maturity, including the payment of customary fees at a market rate in connection therewith, of any Credit Facility and when due (y) any payment of customary fees at a market rate in connection with any amendment, modification or change in respect of any Subordinated Indebtedness (subject the foregoing, in each case, are hereby deemed to applicable subordination provisions relating thereto)be not materially adverse to the interests of the Lenders;
(c) payments amend, modify or otherwise change (i) Sections 3.2(b)(1) or 3.5 of principal the Senior Secured Note Indenture or clause (including mandatory prepayments26) and interest as and when due of the definition of “Permitted Liens” in respect of any Permitted Indebtedness (other than Subordinated Indebtedness)the Senior Secured Note Indenture;
(d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part make any payment on account of Priority Payment Lien Obligations (excluding the Senior NotesObligations), the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and Specified Notes or other Indebtedness with the Pari Passu Payment Lien Obligations from Net Proceeds of Asset Sales to the extent the Borrower is not required to make any Permitted Equity Issuances for payment thereof pursuant to the purpose terms of making the applicable Credit Facility, Senior Notes Indenture or other documents governing such payment Priority Payment Lien Obligations or prepayment;Pari Passu Payment Lien Obligations; or
(e) make any optional or voluntary prepayments, redemptions, purchases, and defeasances of, and exchanges for, in whole or in part, the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from redemption of any Permitted Refinancing thereof;
(f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, exchanges for, redemptions, defeasances and mandatory prepayments, redemptions and repurchases in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness;
(g) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary Specified Notes prior to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents;
(h) mandatory redemptions of the Subordinated Discount Notes (and exchange notes issued in respect scheduled maturity thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an AHYDO Amount (as defined in the Subordinated Discount Note Indenture); and
(i) other Permitted Refinancings of Indebtedness.
Appears in 1 contract