Certain Indebtedness Payments, Etc. Neither Borrower nor any of its Subsidiaries shall pay, prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled payment thereof any Subordinated Debt except as otherwise permitted under this Section 7.11; amend, modify or otherwise change the terms of any document, instrument or agreement evidencing Subordinated Debt such that such amendment, modification or change would (i) cause the outstanding aggregate principal amount of all such Subordinated Debt so amended, modified or changed to be increased as a consequence of such amendment, modification or change, (ii) cause the subordination provisions applicable to such Subordinated Debt to be less favorable to Administrative Agent and Lenders than those set forth on Schedule 7.13, (iii) increase the interest rate applicable thereto, or (iv) accelerate the scheduled payment thereof. Borrower shall not cause or permit any of its obligations, except the obligations constituting Senior Indebtedness, to constitute “Designated Senior Indebtedness” under the Indenture governing the Convertible Subordinated Debentures (it being understood that the Obligations of Borrower under this Agreement shall at all times constitute “Designated Senior Indebtedness” thereunder). Notwithstanding the foregoing, Borrower may conduct an exchange offer (whether public, private or on a 3(a)(9) basis) for all or part of the Borrower’s Convertible Subordinated Debentures for one or more of the following: (a) new securities (“New Securities”) that are subordinated in right of payment to the obligations of Borrower under the Credit Agreement and other Loan Documents at least to the same extent as the existing Convertible Subordinated Debentures; provided that (w) the aggregate annual interest obligation of Borrower under the New Securities shall be equal to or less than the aggregate annual interest obligation under the existing Convertible Subordinated Debentures, (x) the maturity date of the New Securities shall not be earlier than the maturity date of the existing Convertible Subordinated Debentures, (y) the total principal amount of the obligations represented by Borrower's Subordinated Debt shall not be increased by means of any exchange of New Securities for all or part of the Borrower’s Convertible Subordinated Debentures, and (z) the New Securities shall not permit any amortization of the principal amount of the obligations represented thereby prior to the maturity of the existing Convertible Subordinated Debentures; or (b) new securities issued by Maxtor ("Maxtor Securities"). No exchange or series of exchanges of New Securities or Maxtor Securities for all or any part of Borrower’s Convertible Subordinated Debentures pursuant to this Section 7.11 shall be deemed to permit any reduction in the amount of Maxtor's reimbursement obligations under the Maxtor Reimbursement Agreement except on a dollar-for-dollar basis to the extent that the obligations represented by Borrower's Subordinated Debt are reduced by means of such exchange or series of exchanges. Borrower may (A) convert, or honor a conversion request with respect to, any such Subordinated Debt into Equity Securities of Borrower in accordance with the terms thereof, (B) pay cash to holders of such Subordinated Debt in connection with such a conversion but solely to the extent representing the value of any fractional shares; and (C) make other payments, repayments, redemptions, purchases, defeasance or other satisfaction of Subordinated Debt not to exceed $5,000,000 in the aggregate.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Certain Indebtedness Payments, Etc. Neither Borrower nor any of its Subsidiaries shall pay, prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled payment thereof any Subordinated Debt except as otherwise permitted under this Section 7.11Subparagraph 5.02(h); amend, modify or otherwise change the terms of any document, instrument or agreement evidencing Subordinated Debt such that such amendment, modification or change would (i) cause the outstanding aggregate principal amount of all such Subordinated Debt so amended, modified or changed to be increased as a consequence of such amendment, modification or change, (ii) cause the subordination provisions applicable to such Subordinated Debt to be less favorable to Administrative Agent the Agents and Lenders the Bank Parties than those set forth on Schedule 7.13Exhibit F, (iii) increase the interest rate applicable thereto, thereto or (iv) accelerate the scheduled payment thereof. Borrower shall not cause or permit any of its obligations, except that Borrower may call for redemption the obligations constituting Senior Indebtedness, to constitute “Designated Senior Indebtedness” under the Indenture governing entire outstanding amount of the Convertible Subordinated Debentures (it being understood that and, to the Obligations of Borrower under this Agreement shall at all times constitute “Designated Senior Indebtedness” thereunder). Notwithstanding the foregoing, Borrower may conduct an exchange offer (whether public, private or on a 3(a)(9) basis) for all or part of the Borrower’s extent such Convertible Subordinated Debentures for one or more of the following: (a) new securities (“New Securities”) that are subordinated in right of payment not converted prior to the obligations of Borrower under the Credit Agreement and other Loan Documents at least to the same extent as the existing Convertible Subordinated Debentures; provided that (w) the aggregate annual interest obligation of Borrower under the New Securities shall be equal to or less than the aggregate annual interest obligation under the existing redemption date, redeem such Convertible Subordinated Debentures, provided that (xA) no Default or Event of Default has occurred and is continuing or would result from such call for redemption or redemption and (B) the maturity date closing price of the New Securities common stock shall not be earlier than the maturity date have exceeded one hundred twenty percent (120%) of the existing Convertible Subordinated Debentures, then applicable conversion price for twenty (y20) the total principal amount trading days within a period of the obligations represented by Borrower's Subordinated Debt shall not be increased by means of any exchange of New Securities for all or part of the Borrower’s Convertible Subordinated Debentures, and thirty (z30) the New Securities shall not permit any amortization of the principal amount of the obligations represented thereby consecutive trading days ending within five (5) trading days prior to the maturity of the existing Convertible Subordinated Debentures; or (b) new securities issued by Maxtor ("Maxtor Securities"). No exchange or series of exchanges of New Securities or Maxtor Securities for all or any part of Borrower’s Convertible Subordinated Debentures pursuant to this Section 7.11 shall be deemed to permit any reduction in the amount of Maxtor's reimbursement obligations under the Maxtor Reimbursement Agreement except on a dollar-for-dollar basis to the extent that the obligations represented by Borrower's Subordinated Debt are reduced by means of such exchange or series of exchanges. Borrower may (A) convert, or honor a conversion request with respect to, any such Subordinated Debt into Equity Securities of Borrower in accordance with the terms thereof, (B) pay cash to holders of such Subordinated Debt in connection with such a conversion but solely to the extent representing the value of any fractional shares; and (C) make other payments, repayments, redemptions, purchases, defeasance or other satisfaction of Subordinated Debt not to exceed $5,000,000 in the aggregate.notice of
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Certain Indebtedness Payments, Etc. Neither _ Borrower nor any of its Subsidiaries shall pay, prepay, _ redeem, purchase, defease or otherwise satisfy in any _ manner prior to the scheduled payment thereof any _ Subordinated Debt except as otherwise permitted under this Section 7.11Debt; amend, modify or otherwise change _ the terms of any document, instrument or agreement _ evidencing Subordinated Debt such that such amendmentso as to increase its _ obligations thereunder or accelerate the scheduled _ payment thereof; or amend, modification modify or otherwise change would _ any of the subordination or other provisions of any _ document, instrument or agreement evidencing _ Subordinated Debt in a manner which adversely affects _ the material rights of the Agents and Banks; except as _ follows: _ _ (i) cause Borrower shall prepay the outstanding aggregate principal amount of all such Subordinated Debt so amended, modified or changed to be increased DEC Note as a consequence of such amendment, modification or change, _ required under SUBPARAGRAPH 5.01(H); _ _ (ii) cause Borrower may redeem the subordination provisions applicable Convertible _ Subordinated Debentures in part in an aggregate _ amount not exceeding $6,647,250, provided that no _ Default or Event of Default has occurred and is _ continuing or would result from such redemption; _ and _ _ (iii) Borrower may redeem the Convertible _ Subordinated Debentures in whole provided that: _ _ (A) (1) No Default or Event of Default has _ occurred and is continuing or would result _ from such redemption; (2) such redemption is _ made pursuant to a written agreement with an _ underwriter of recognized standing, whereby _ the underwriter agrees (x) to purchase all of _ the Convertible Subordinated Debentures from _ Borrower on the date of redemption for the _ aggregate redemption price paid or to be paid _ by Borrower for such debentures, (y) to _ convert all of the Convertible Subordinated Debt _ Debentures so purchased to stock on the date _ of redemption pursuant to the terms of such _ debentures and (z) to market such stock in _ the secondary market; and (3) the net effect _ of such redemption on Borrower is otherwise _ the same as a conversion of all of the _ Convertible Subordinated Debentures by the _ holders thereof pursuant to the terms of such _ debentures with no cash payment by Borrower; _ or _ _ (B) Such redemption is otherwise approved by _ Required Banks. _ _ (mm) SUBPARAGRAPH 5.02(M) is amended by changing CLAUSE _ (I) thereof to read in its entirety as follows: _ _ (i) Borrower shall not permit its cumulative _ Fixed Charge Coverage Ratio for each period set forth _ below to be less favorable to Administrative Agent and Lenders than those the ratio set forth opposite such _ period below: _ _ October 1, 1994 - _ December 31, 1994 1.50; _ October 1, 1994 - _ March 31, 1995 1.50; _ October 1, 1994 - _ June 30, 1995 2.00; _ October 1, 1994 - _ September 30, 1995 2.50; _ January 1, 1995 - _ December 31, 1995 2.50; _ April 1, 1995 - _ March 31, 1996 2.50; _ Each consecutive four- _ quarter period ending _ on Schedule 7.13the last day of each _ quarter thereafter 3.00. _ _ (nn) SUBPARAGRAPH 5.02(M) is further amended by _ changing CLAUSE (III)(C) thereof to read in its entirety as _ follows: _ _ (C) One hundred percent (100%) of the Net _ Proceeds of all Equity Securities issued by Borrower _ and its Subsidiaries (excluding any issuance where the _ total proceeds are less than $10,000,000) during the _ period commencing on the base date and ending on the _ determination date; and _ _ (oo) SUBPARAGRAPH 5.02(M) is further amended by _ changing CLAUSE (IV) thereof to read in its entirety as _ follows: _ _ (iv) Borrower shall not permit its Leverage Ratio _ during any period set forth below to be more than the _ ratio set forth opposite such period below: _ _ From the Closing Date to _ March 31, 1996 1.35; _ _ Thereafter 1.10. _ _ (iiipp) increase SUBPARAGRAPH 5.02(M) is further amended by _ changing CLAUSE (VI) thereof to read in its entirety as _ follows: _ _ (vi) Borrower shall not permit its Quick Ratio to _ be less than 0.85 at any time. _ _ (qq) SUBPARAGRAPH 6.01(A) is amended to read in its _ entirety as follows: _ _ (a) Borrower (i) shall fail to pay when due any _ principal or interest on the interest rate applicable Loans or (ii) shall fail _ to pay when due any other payment required under the _ terms of this Agreement or any of the other Credit _ Documents and such failure shall continue for two (2) _ Business Days after notice thereof has been given to _ Borrower by any Agent; or _ _ (rr) SUBPARAGRAPH 6.01(E) is amended to read in its _ entirety as follows: _ _ (e) (i) Borrower or any of Borrower's _ Subsidiaries (A) shall fail to make a payment or _ payments in an aggregate amount of $1,000,000 or more _ when due under the terms of any bond, debenture, note _ or other evidence of indebtedness to be paid by such _ Person (excluding this Agreement and the other Credit _ Documents or any intercompany Indebtedness between _ Borrower and any of its Subsidiaries, but including any _ other evidence of indebtedness of Borrower or any of _ its Subsidiaries to any Bank) and such failure shall _ continue beyond any period of grace provided with _ respect thereto, or (ivB) accelerate shall fail to make any other _ payment or payments when due under or otherwise default _ in the scheduled payment thereof. Borrower shall not cause observance or performance of any other _ agreement, term or condition contained in any such _ bond, debenture, note or other evidence of _ indebtedness, and the effect of such failure or default _ is to cause, or permit the holder or holders thereof to _ cause indebtedness in an aggregate amount of $5,000,000 _ or more to become due prior to its stated date of _ maturity; or (ii) the beneficiaries of any letters of _ credit issued under the Sumitomo LC Agreement shall _ make a drawing or drawings under such letters of _ credit, Borrower or any of its obligationsSubsidiaries shall _ provide cash collateral or any other security for _ Borrower's obligations under the Sumitomo LC Agreement, except _ any of the Sumitomo XX Xxxxx or any agent therefor _ shall demand any such cash collateral or other security _ or any event of default shall occur under the Sumitomo _ LC Agreement; or _ _ (ss) PARAGRAPH 6.02 is amended to read in its entirety _ as follows: _ _ Upon the occurrence or existence of any Event of _ Default (other than an Event of Default referred to in _ SUBPARAGRAPH 6.01(F) or 6.01(G)) and at any time _ thereafter during the continuance of such Event of _ Default, Administrative Agent may, with the consent of _ the Required Banks, or shall, upon instructions from _ the Required Banks, by written notice to Borrower, _ (a) terminate the Commitments and the obligations constituting Senior Indebtednessof _ the Banks to make Loans and/or (b) declare all _ outstanding Obligations payable by Borrower to be _ immediately due and payable without presentment, _ demand, protest or any other notice of any kind, all of _ which are hereby expressly waived, anything contained _ herein or in the Notes to constitute “Designated Senior Indebtedness” the contrary notwithstanding. _ Upon the occurrence or existence of any Event of _ Default described in SUBPARAGRAPH 6.01(F) or 6.01(G), _ immediately and without notice, (1) the Commitments and _ the obligations of the Banks to make Loans shall _ automatically terminate and (2) all outstanding _ Obligations payable by Borrower hereunder shall _ automatically become immediately due and payable, _ without presentment, demand, protest or any other _ notice of any kind, all of which are hereby expressly _ waived, anything contained herein or in the Notes to _ the contrary notwithstanding. In addition to the _ foregoing remedies, upon the occurrence or existence of _ any Event of Default, Administrative Agent may exercise _ any right, power or remedy permitted to it by law, _ either by suit in equity or by action at law, or both. _ Immediately after taking any action under this _ PARAGRAPH 6.02, Administrative Agent shall notify and _ each Bank of such action. _ _ (tt) PARAGRAPH 8.01 is amended by (i) changing the Indenture governing _ reference to "Borrower, Administrative Agent or LC Paying _ Agent" on the Convertible Subordinated Debentures fifth and sixth lines thereof to "Borrower or _ Administrative Agent"; (it being understood that ii) deleting from the Obligations proviso at the _ end of the second sentence thereof the words "or LC Paying _ Agent"; (iii) deleting the address and telephone and _ facsimile numbers for the "LC Paying Agent;" and (iv) _ changing the first sentence after the address of Borrower to _ read in its entirety as follows: _ _ Each Notice of Borrowing, Notice of Loan Conversion and _ Notice of Interest Period Selection shall be given by _ Borrower to Administrative Agent to the office of such _ Person located at the address referred to above during _ such Person's normal business hours; PROVIDED, HOWEVER, _ that any such notice received by any such Person after _ 1:00 P.M. on any Business Day shall be deemed received by _ such Person on the next Business Day. _ _ (uu) PARAGRAPH 8.02 is amended by changing CLAUSES (B), _ (C) AND (D) of the first sentence thereof to read in their _ entirety as follows: _ _ (b) all reasonable Attorney Costs and other reasonable _ fees and expenses payable to third parties incurred by _ Agents in connection with the preparation, negotiation, _ execution, delivery and syndication of this Agreement _ and the other Credit Documents, and the preparation, _ negotiation, execution and delivery of amendments and _ waivers hereunder and thereunder; (c) all reasonable _ Attorney Costs and other reasonable fees and expenses _ payable to third parties incurred by Agents in _ connection with the exercise of their rights or duties _ under this Agreement shall at and the other Credit Documents; _ and (d) all times constitute “Designated Senior Indebtedness” thereunder). Notwithstanding reasonable Attorney Costs and other _ reasonable fees and expenses payable to third parties _ incurred by any Agent or any Bank in the foregoing, Borrower may conduct an exchange offer (whether public, private enforcement or on a 3(a)(9) basis) for all or part _ attempted enforcement of any of the Borrower’s Convertible Subordinated Debentures for one Obligations or more in _ preserving any of Agents' or the Banks' rights and _ remedies (including all such fees and expenses incurred _ in connection with any "workout" or restructuring _ affecting the Credit Documents or the Obligations or _ any bankruptcy or similar proceeding involving Borrower _ or any of its Subsidiaries) _ _ (vv) PARAGRAPH 8.03 is amended by changing CLAUSE (A) _ of the followingfirst sentence thereof to read in its entirety as _ follows: _ _ (a) new securities (“New Securities”) that are subordinated in right any use by Borrower of payment to the obligations of Borrower under the Credit Agreement and other Loan Documents at least to the same extent as the existing Convertible Subordinated Debentures; provided that (w) the aggregate annual interest obligation of Borrower under the New Securities shall be equal to or less than the aggregate annual interest obligation under the existing Convertible Subordinated Debentures, (x) the maturity date any proceeds of the New Securities shall not be earlier than the maturity date of the existing Convertible Subordinated DebenturesLoans, _ _ (yww) the total principal amount of the obligations represented by Borrower's Subordinated Debt shall not be increased by means of any exchange of New Securities for all or part of the Borrower’s Convertible Subordinated Debentures, and (z) the New Securities shall not permit any amortization of the principal amount of the obligations represented thereby prior SUBPARAGRAPH 8.04 is amended to the maturity of the existing Convertible Subordinated Debentures; or (b) new securities issued by Maxtor ("Maxtor Securities"). No exchange or series of exchanges of New Securities or Maxtor Securities for all or any part of Borrower’s Convertible Subordinated Debentures pursuant to this Section 7.11 shall be deemed to permit any reduction read in the amount of Maxtor's reimbursement obligations under the Maxtor Reimbursement Agreement except on a dollar-for-dollar basis to the extent that the obligations represented by Borrower's Subordinated Debt are reduced by means of such exchange or series of exchanges. Borrower may (A) convert, or honor a conversion request with respect to, any such Subordinated Debt into Equity Securities of Borrower in accordance with the terms thereof, (B) pay cash to holders of such Subordinated Debt in connection with such a conversion but solely to the extent representing the value of any fractional shares; and (C) make other payments, repayments, redemptions, purchases, defeasance or other satisfaction of Subordinated Debt not to exceed $5,000,000 in the aggregateits _ entirety as follows: _ _ 8.04.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Certain Indebtedness Payments, Etc. Neither Borrower nor any of its Subsidiaries shall payPay, prepay, redeem, ----------------------------------- purchase, defease or otherwise satisfy in any manner prior to the scheduled payment thereof any Subordinated Debt except as otherwise permitted under this Section 7.1110.2(j); amend, modify or otherwise change the terms of any document, --------------- instrument or agreement evidencing Subordinated Debt such that such amendment, modification or change would (i) cause the outstanding aggregate principal amount of all such Subordinated Debt so amended, modified or changed to be increased as a consequence of such amendment, modification or change, (ii) cause the subordination provisions applicable to such Subordinated Debt to be less favorable to Administrative the Agent and Lenders the Participants than those set forth on Schedule 7.13Exhibit R, --------- (iii) increase the interest rate applicable thereto, or (iv) accelerate the scheduled payment thereof, except that, subject to the other terms and provisions hereof, the Lessee may (A)(1) call for redemption of the entire outstanding amount of the Convertible Subordinated Debentures and, (2) to the extent such Convertible Subordinated Debentures are not converted prior to the redemption date, redeem up to thirty percent (30%) of any such outstanding Convertible Subordinated Debentures less the amount of Subordinated Debt purchased by the Lessee pursuant to clause (B)(2) of this --------------------- Section 10.2(j), provided that (x) no Default or Event of Default has occurred --------------- and is continuing or would result from such call for redemption or redemption and (y) the closing price of a share of common stock of the Lessee shall have exceeded one hundred twenty percent (120%) of the then applicable conversion price for twenty (20) trading days within a period of thirty (30) consecutive trading days ending within five (5) trading days prior to the notice of redemption. Borrower The Lessee shall not cause or permit any of its obligations, except the obligations constituting Senior Indebtedness, to constitute “"Designated Senior Indebtedness” " under the Indenture governing the Convertible Subordinated Debentures (it being understood that the Obligations obligations of Borrower the Lessee under this Agreement the Operative Documents shall at all times constitute “"Designated Senior Indebtedness” thereunder") or, subject to the other terms and provisions of this Section ------- 10.2(j). Notwithstanding , the foregoingLessee may (B)(1) pay, Borrower may conduct an prepay, redeem, purchase, defease or ------- otherwise satisfy in any manner any Subordinated Debt, with the Net Security Proceeds from the substantially contemporaneous issuance of Equity Securities by the Lessee or in exchange offer (whether public, private or on a 3(a)(9) basis) for all or part Equity Securities of the Borrower’s Lessee; (2) otherwise purchase outstanding Subordinated Debt, provided that the aggregate value of all such Subordinated Debt repurchased, together with the amount of all redemptions undertaken pursuant to clause (A) of this Section 10.2(j), does not at any time ---------------------------------- exceed thirty (30%) of the total amount of any Convertible Subordinated Debentures for one or more outstanding as of the following: (a) new securities (“New Securities”) that are subordinated in right of payment to the obligations of Borrower under the Credit Agreement and other Loan Documents at least to the same extent as the existing Convertible Subordinated Debentures; provided that (w) the aggregate annual interest obligation of Borrower under the New Securities shall be equal to or less than the aggregate annual interest obligation under the existing Convertible Subordinated DebenturesMarch 31, (x) the maturity date of the New Securities shall not be earlier than the maturity date of the existing Convertible Subordinated Debentures, (y) the total principal amount of the obligations represented by Borrower's Subordinated Debt shall not be increased by means of any exchange of New Securities for all or part of the Borrower’s Convertible Subordinated Debentures, and (z) the New Securities shall not permit any amortization of the principal amount of the obligations represented thereby prior to the maturity of the existing Convertible Subordinated Debentures; or (b) new securities issued by Maxtor ("Maxtor Securities")2000. No exchange or series of exchanges of New Securities or Maxtor Securities for all or any part of Borrower’s Convertible Subordinated Debentures pursuant to this Section 7.11 shall be deemed to permit any reduction in the amount of Maxtor's reimbursement obligations under the Maxtor Reimbursement Agreement except on a dollar-for-dollar basis to the extent that the obligations represented by Borrower's Subordinated Debt are reduced by means of such exchange or series of exchanges. Borrower The Lessee may (A) convert, or honor a conversion request with respect to, any such Subordinated Debt into Equity Securities of Borrower the Lessee in accordance with the terms thereofof, (B) and pay any cash to holders of such Subordinated Debt in connection with with, such a conversion but solely to the extent representing the value of any fractional shares; and (C) make other payments, repayments, redemptions, purchases, defeasance or other satisfaction of Subordinated Debt not to exceed $5,000,000 in the aggregate.
Appears in 1 contract
Certain Indebtedness Payments, Etc. Neither Borrower the Lessee nor any of ---------------------------------- its Subsidiaries shall pay, prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled payment thereof any Subordinated Debt except as otherwise permitted under this Section 7.1110.1(u); amend, modify or --------------- otherwise change the terms of any document, instrument or agreement evidencing Subordinated Debt such that such amendment, modification or change would (i) cause the outstanding aggregate principal amount of all such Subordinated Debt so amended, modified or changed to be increased as a consequence of such amendment, modification or change, (ii) cause the subordination provisions applicable to such Subordinated Debt to be less favorable to Administrative the Agent and Lenders the Participants than those set forth on Schedule 7.13Exhibit R, (iii) increase the interest rate --------- applicable thereto, or (iv) accelerate the scheduled payment thereof, except that, subject to the other terms and provisions hereof, the Lessee may (A)(1) call for redemption of the entire outstanding amount of the Convertible Subordinated Debentures and, (2) to the extent such Convertible Subordinated Debentures are not converted prior to the redemption date, redeem up to thirty percent (30%) of any such outstanding Convertible Subordinated Debentures less the amount of Subordinated Debt purchased by the Lessee pursuant to clause ------ (B)(ii) of this Section 10.1(u), provided that (x) no Default or Event of ------------------------------- -------- Default has occurred and is continuing or would result from such call for redemption or redemption and (y) the closing price of the common stock shall have exceeded one hundred twenty percent (120%) of the then applicable conversion price for twenty (20) trading days within a period of thirty (30) consecutive trading days ending within five (5) trading days prior to the notice of redemption. Borrower The Lessee shall not cause or permit any of its obligations, except the obligations constituting Senior Indebtedness, Indebtedness to constitute “"Designated Senior Indebtedness” " under the Indenture governing the Convertible Subordinated Debentures (it being understood that the Obligations obligations of Borrower the Lessee under this Agreement the Operative Documents shall at all times constitute “"Designated Senior Indebtedness” thereunder"). Notwithstanding ; (B)(1) pay, prepay, redeem, purchase, defease or otherwise satisfy in any manner any Subordinated Debt, with the foregoing, Borrower may conduct an Net Security Proceeds from the substantially contemporaneous issuance of Equity Securities by the Lessee or in exchange offer (whether public, private or on a 3(a)(9) basis) for all or part Equity Securities of the Borrower’s Lessee, and (2) otherwise purchase outstanding Subordinated Debt, provided that -------- the aggregate value of all such Subordinated Debt repurchased, together with the amount of all redemptions undertaken pursuant to clause (A) of this Section -------------------------- 10.1(u), does not at any time exceed thirty (30%) of the total amount of any ------- Convertible Subordinated Debentures for one or more outstanding as of the following: March 31, 2000; and (a) new securities (“New Securities”) that are subordinated in right of payment to the obligations of Borrower under the Credit Agreement and other Loan Documents at least to the same extent as the existing Convertible Subordinated Debentures; provided that (wC) the aggregate annual interest obligation of Borrower under the New Securities shall be equal to or less than the aggregate annual interest obligation under the existing Convertible Subordinated Debentures, (x) the maturity date of the New Securities shall not be earlier than the maturity date of the existing Convertible Subordinated Debentures, (y) the total principal amount of the obligations represented by Borrower's Subordinated Debt shall not be increased by means of any exchange of New Securities for all or part of the Borrower’s Convertible Subordinated Debentures, and (z) the New Securities shall not permit any amortization of the principal amount of the obligations represented thereby prior to the maturity of the existing Convertible Subordinated Debentures; or (b) new securities issued by Maxtor ("Maxtor Securities"). No exchange or series of exchanges of New Securities or Maxtor Securities for all or any part of Borrower’s Convertible Subordinated Debentures pursuant to this Section 7.11 shall be deemed to permit any reduction in the amount of Maxtor's reimbursement obligations under the Maxtor Reimbursement Agreement except on a dollar-for-dollar basis to the extent that the obligations represented by Borrower's Subordinated Debt are reduced by means of such exchange or series of exchanges. Borrower Lessee may (A) convert, or honor a conversion request with respect to, any such Subordinated Debt into Equity Securities of Borrower the Lessee in accordance with the terms thereofof, (B) and pay any cash to holders of such Subordinated Debt in connection with with, such a conversion but solely to the extent representing the value of any fractional shares; and (C) make other payments, repayments, redemptions, purchases, defeasance or other satisfaction of Subordinated Debt not to exceed $5,000,000 in the aggregate.
Appears in 1 contract
Certain Indebtedness Payments, Etc. Neither Borrower nor any of its Subsidiaries shall payPay, prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled payment thereof (x) any Indebtedness under the Second Lien Loan Agreement other than pursuant to Section 2.04(b) thereof (as in effect on the Closing Date) and as otherwise permitted pursuant to Section 2.04(c) hereof, (y) any Subordinated Debt except as otherwise permitted under this Section 7.117.10 or (z) during any period when an Event of Default has occurred and is continuing, any Indebtedness of Borrower and its Subsidiaries; amend, modify or otherwise change the terms of any document, instrument or agreement evidencing Subordinated Debt such that such amendment, modification or change would (ia) cause the outstanding aggregate principal amount of all such Subordinated Debt so amended, modified or changed to be increased as a consequence of such amendment, modification or change, (iib) cause the subordination provisions applicable to such Subordinated Quantum Corporation Credit Agreement Debt to be less favorable to Administrative Agent and Lenders than those set forth on Schedule 7.137.10, (iiic) increase the interest rate applicable thereto, or (ivd) accelerate the scheduled payment thereof, or (e) change any default or event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto) or confer any additional rights on the holders of such Subordinated Debt (or a trustee or other representative on their behalf) which would be adverse to any Lender or the Administrative Agent. Borrower shall not cause or permit any of its obligations, except the obligations constituting Senior Indebtedness, to constitute “Designated Senior Indebtedness” under the Indenture governing the Convertible Subordinated Debentures Notes (it being understood that the Obligations of Borrower under this Agreement shall at all times constitute “Designated Senior Indebtedness” thereunderunder such indenture). Notwithstanding the foregoing, Borrower may conduct an exchange offer (whether public, private or on a 3(a)(9) basis) for all or part of the Borrower’s Convertible Subordinated Debentures for one or more of the following: (a) new securities (“New Securities”) that are subordinated in right of payment to the obligations of Borrower under the Credit Agreement and other Loan Documents at least to the same extent as the existing Convertible Subordinated Debentures; provided that (w) the aggregate annual interest obligation of Borrower under the New Securities shall be equal to or less than the aggregate annual interest obligation under the existing Convertible Subordinated Debentures, (x) the maturity date of the New Securities shall not be earlier than the maturity date of the existing Convertible Subordinated Debentures, (y) the total principal amount of the obligations represented by Borrower's Subordinated Debt shall not be increased by means of any exchange of New Securities for all or part of the Borrower’s Convertible Subordinated Debentures, and (z) the New Securities shall not permit any amortization of the principal amount of the obligations represented thereby prior to the maturity of the existing Convertible Subordinated Debentures; or (b) new securities issued by Maxtor ("Maxtor Securities"). No exchange or series of exchanges of New Securities or Maxtor Securities for all or any part of Borrower’s Convertible Subordinated Debentures pursuant to this Section 7.11 shall be deemed to permit any reduction in the amount of Maxtor's reimbursement obligations under the Maxtor Reimbursement Agreement except on a dollar-for-dollar basis to the extent that the obligations represented by Borrower's Subordinated Debt are reduced by means of such exchange or series of exchanges. Borrower may (A) convert, or honor a conversion request with respect to, any such Subordinated Debt into Equity Securities of Borrower in accordance with the terms thereof, (B) pay cash to holders of such Subordinated Debt in connection with such a conversion but solely to the extent representing the value of any fractional shares; and (C) make other payments, repayments, redemptions, purchases, defeasance or other satisfaction of Subordinated Debt not to exceed $5,000,000 in the aggregate.time:
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Certain Indebtedness Payments, Etc. Neither Borrower Lessee nor any of its Subsidiaries shall pay, prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled payment thereof any Subordinated Debt except as otherwise permitted under this Section 7.1110.2(j); amend, modify or otherwise change the terms of any document, instrument or agreement evidencing Subordinated Debt such that such amendment, modification or change would (i) cause the outstanding aggregate principal amount of all such Subordinated Debt so amended, modified or changed to be increased as a consequence of such amendment, modification or change, (ii) cause the subordination provisions applicable to such Subordinated Debt to be less favorable to Administrative Agent and Lenders the Participants than those set forth on Schedule 7.13Exhibit O, (iii) increase the interest rate applicable thereto, or (iv) accelerate the scheduled payment thereof. Borrower Lessee shall not cause or permit any of its obligations, except the obligations constituting Senior Indebtedness, Indebtedness to constitute “"Designated Senior Indebtedness” " under the Indenture governing the Convertible Subordinated Debentures (it being understood that the Obligations obligations of Borrower Lessee under this Agreement the Operative Documents shall at all times constitute “"Designated Senior Indebtedness” " thereunder). Notwithstanding the foregoing, Borrower Lessee may conduct an exchange offer (whether public, private or on a 3(a)(9) basis) for of all or part of the BorrowerLessee’s Convertible Subordinated Debentures for one or more of the following: (a) new securities (“New Securities”) that are subordinated in right of payment to the obligations of Borrower Lessee under the Credit Agreement and other Loan Operative Documents at least to the same extent as the existing Convertible Subordinated Debentures; provided that (w) the aggregate annual interest obligation of Borrower Lessee under the New Securities shall be equal to or less than the aggregate annual interest obligation under the existing Convertible Subordinated Debentures, (x) the maturity date of the New Securities shall not be earlier than the maturity date of the existing Convertible Subordinated Debentures, (y) the total principal amount of the obligations represented by BorrowerLessee's Subordinated Debt shall not be increased by means of any exchange of New Securities for all or part of the BorrowerLessee’s Convertible Subordinated Debentures, Debentures and (z) the New Securities shall not permit any amortization of the principal amount of the obligations represented thereby prior to the maturity of the existing Convertible Subordinated Debentures; or (b) new securities issued by Maxtor ("Maxtor Securities"). No exchange or series of exchanges of New Securities or Maxtor Securities for all or any part of BorrowerLessee’s Convertible Subordinated Debentures pursuant to this Section 7.11 10.2(j) shall be deemed to permit any reduction in the amount of Maxtor's reimbursement obligations under the Maxtor Reimbursement Agreement except on a dollar-for-dollar basis to the extent that the obligations represented by BorrowerLessee's Subordinated Debt are reduced by means of such exchange or series of exchanges. Borrower Lessee may (A) convert, or honor a conversion request with respect to, any such Subordinated Debt into Equity Securities of Borrower Lessee in accordance with the terms thereof, (B) pay cash to holders of such Subordinated Debt in connection with such a conversion but solely to the extent representing the value of any fractional shares; and (C) make other payments, repayments, redemptions, purchases, defeasance or other satisfaction of Subordinated Debt not to exceed $5,000,000 in the aggregate.
Appears in 1 contract
Certain Indebtedness Payments, Etc. Neither Borrower nor any of its Subsidiaries shall pay, prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled payment thereof any Subordinated Debt except as otherwise permitted under this Section 7.11; amend, modify or ------------ otherwise change the terms of any document, instrument or agreement evidencing Subordinated Debt such that such amendment, modification or change would (i) cause the outstanding aggregate principal amount of all such Subordinated Debt so amended, modified or changed to be increased as a consequence of such amendment, modification or change, (ii) cause the subordination provisions applicable to such Subordinated Debt to be less favorable to Administrative Agent and Lenders than those set forth on Schedule 7.13, (iii) increase the ------------- interest rate applicable thereto, or (iv) accelerate the scheduled payment thereof, except that, subject to the other terms and provisions hereof, Borrower may (a)(1) call for redemption of the entire outstanding amount of the Convertible Subordinated Debentures and, (2) to the extent such Convertible Subordinated Debentures are not converted prior to the redemption date, redeem up to 30% of any such outstanding Convertible Subordinated Debentures less the amount of Subordinated Debt purchased by Borrower pursuant to clause (b)(ii) of this Section, provided that (A) no Default or Event of Default has occurred and is continuing or would result from such call for redemption or redemption and (B) the closing price of the common stock shall have exceeded 120% of the then applicable conversion price for 20 trading days within a period of 30 consecutive trading days ending within 5 trading days prior to the notice of redemption. Borrower shall not cause or permit any of its obligations, except the obligations constituting Senior Indebtedness, Indebtedness to constitute “"Designated Senior Indebtedness” " under the Indenture governing the Convertible Subordinated Debentures (it being understood that the Obligations of Borrower under this Agreement shall at all times constitute “"Designated Senior Indebtedness” thereunder"). Notwithstanding ; (b)(i) pay, prepay, redeem, purchase, defease or otherwise satisfy in any manner any Subordinated Debt, with the foregoingNet Proceeds from the substantially contemporaneous issuance of Equity Securities by Borrower or in exchange for Equity Securities of Borrower, Borrower may conduct an exchange offer and (whether publicii) otherwise purchase outstanding Subordinated Debt, private or on a 3(a)(9provided that the -------- aggregate value of all such Subordinated Debt repurchased, together with the amount of all redemptions undertaken pursuant to clause (a) basis) for all or part of this Section, does not at any time exceed 30% of the Borrower’s total amount of any Convertible Subordinated Debentures for one or more outstanding as of the following: (a) new securities (“New Securities”) that are subordinated in right of payment to the obligations of Borrower under the Credit Agreement and other Loan Documents at least to the same extent as the existing Convertible Subordinated DebenturesClosing Date; provided that (w) the aggregate annual interest obligation of Borrower under the New Securities shall be equal to or less than the aggregate annual interest obligation under the existing Convertible Subordinated Debentures, (x) the maturity date of the New Securities shall not be earlier than the maturity date of the existing Convertible Subordinated Debentures, (y) the total principal amount of the obligations represented by Borrower's Subordinated Debt shall not be increased by means of any exchange of New Securities for all or part of the Borrower’s Convertible Subordinated Debentures, and (zc) the New Securities shall not permit any amortization of the principal amount of the obligations represented thereby prior to the maturity of the existing Convertible Subordinated Debentures; or (b) new securities issued by Maxtor ("Maxtor Securities"). No exchange or series of exchanges of New Securities or Maxtor Securities for all or any part of Borrower’s Convertible Subordinated Debentures pursuant to this Section 7.11 shall be deemed to permit any reduction in the amount of Maxtor's reimbursement obligations under the Maxtor Reimbursement Agreement except on a dollar-for-dollar basis to the extent that the obligations represented by Borrower's Subordinated Debt are reduced by means of such exchange or series of exchanges. Borrower may (A) convert, or honor a conversion request with respect to, any such Subordinated Debt into Equity Securities of Borrower in accordance with the terms thereofof, (B) and pay any cash to holders of such Subordinated Debt in connection with with, such a conversion but solely to the extent representing the value of any fractional shares; and (C) make other payments, repayments, redemptions, purchases, defeasance or other satisfaction of Subordinated Debt not to exceed $5,000,000 in the aggregate.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Certain Indebtedness Payments, Etc. Neither Borrower nor any of its Subsidiaries shall pay, prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled payment thereof any Subordinated Debt except as otherwise permitted under this Section 7.11; amend, modify or ------------ otherwise change the terms of any document, instrument or agreement evidencing Subordinated Debt such that such amendment, modification or change would (i) cause the outstanding aggregate principal amount of all such Subordinated Debt so amended, modified or changed to be increased as a consequence of such amendment, modification or change, (ii) cause the subordination provisions applicable to such Subordinated Debt to be less favorable to Administrative Agent and Lenders than those set forth on Schedule 7.13, (iii) increase the ------------- interest rate applicable thereto, thereto or (iv) accelerate the scheduled payment thereof, except that, subject to the other terms and provisions hereof, Borrower may (a)(1) call for redemption of the entire outstanding amount of the Convertible Subordinated Debentures and, (2) to the extent such Convertible Subordinated Debentures are not converted prior to the redemption date, redeem up to 30% of any such outstanding Convertible Subordinated Debentures less the amount of Subordinated Debt purchased by Borrower pursuant to clause (b)(ii) of this Section, provided that (A) no Default or Event of Default has occurred and -------- is continuing or would result from such call for redemption or redemption and (B) the closing price of the common stock shall have exceeded 120% of the then applicable conversion price for 20 trading days within a period of 30 consecutive trading days ending within 5 trading days prior to the notice of redemption. Borrower shall not cause or permit any of its obligations, except the obligations constituting Senior Indebtedness, Indebtedness to constitute “"Designated Senior Indebtedness” " under the Indenture governing the Convertible Subordinated Debentures (it being understood that the Obligations of Borrower under this Agreement shall at all times constitute “"Designated Senior Indebtedness” thereunder"). Notwithstanding ; (b)(i) pay, prepay, redeem, purchase, defease or otherwise satisfy in any manner any Subordinated Debt, with the foregoingNet Proceeds from the substantially contemporaneous issuance of Equity Securities by Borrower or in exchange for Equity Securities of Borrower, Borrower may conduct an exchange offer and (whether publicii) otherwise purchase outstanding Subordinated Debt, private or on a 3(a)(9provided that the aggregate value of all such -------- Subordinated Debt repurchased, together with the amount of all redemptions undertaken pursuant to clause (a) basis) for all or part of this Section, does not at any time exceed 30% of the Borrower’s total amount of all Convertible Subordinated Debentures for one or more outstanding as of the following: (a) new securities (“New Securities”) that are subordinated in right of payment to the obligations of Borrower under the Credit Agreement and other Loan Documents at least to the same extent as the existing Convertible Subordinated DebenturesClosing Date; provided that (w) the aggregate annual interest obligation of Borrower under the New Securities shall be equal to or less than the aggregate annual interest obligation under the existing Convertible Subordinated Debentures, (x) the maturity date of the New Securities shall not be earlier than the maturity date of the existing Convertible Subordinated Debentures, (y) the total principal amount of the obligations represented by Borrower's Subordinated Debt shall not be increased by means of any exchange of New Securities for all or part of the Borrower’s Convertible Subordinated Debentures, and (zc) the New Securities shall not permit any amortization of the principal amount of the obligations represented thereby prior to the maturity of the existing Convertible Subordinated Debentures; or (b) new securities issued by Maxtor ("Maxtor Securities"). No exchange or series of exchanges of New Securities or Maxtor Securities for all or any part of Borrower’s Convertible Subordinated Debentures pursuant to this Section 7.11 shall be deemed to permit any reduction in the amount of Maxtor's reimbursement obligations under the Maxtor Reimbursement Agreement except on a dollar-for-dollar basis to the extent that the obligations represented by Borrower's Subordinated Debt are reduced by means of such exchange or series of exchanges. Borrower may (A) convert, or honor a conversion request with respect to, any such Subordinated Debt into Equity Securities of Borrower in accordance with the terms thereofof, (B) and pay any cash to holders of such Subordinated Debt in connection with with, such a conversion but solely to the extent representing the value of any fractional shares; and (C) make other payments, repayments, redemptions, purchases, defeasance or other satisfaction of Subordinated Debt not to exceed $5,000,000 in the aggregate.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Certain Indebtedness Payments, Etc. Neither Borrower the Lessee nor any of its Subsidiaries shall pay, prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled payment thereof any Subordinated Debt except as otherwise permitted under this Section 7.11clause (n); amend, modify or otherwise change the terms of any document, instrument or agreement evidencing Subordinated Debt such that such amendment, modification or change would (i) cause the outstanding aggregate principal amount of all such Subordinated Debt so amended, modified or changed to be increased as a consequence of such amendment, modification or change, (ii) cause the subordination provisions applicable to such Subordinated Debt to be less favorable to Administrative Agent the Agents and Lenders the Participants than those set forth on Schedule 7.13Exhibit R, (iii) increase the interest rate applicable thereto, thereto or (iv) accelerate the scheduled payment thereof, except that the Lessee may call for redemption the entire outstanding amount of the Convertible Subordinated Debentures and, to the extent such Convertible Subordinated Debentures are not converted prior to the redemption date, redeem such Convertible Subordinated Debentures, provided that (A) no Default or Event of Default has occurred and is continuing or would result from such call for redemption or redemption and (B) the closing price of the common stock shall have exceeded one hundred twenty percent (120%) of the then applicable conversion price for twenty (20) trading days within a period of thirty (30) consecutive trading days ending within five (5) trading days prior to the notice of redemption. Borrower The Lessee shall not cause or permit any of its obligations, except the obligations constituting Senior Indebtedness, Indebtedness to constitute “"Designated Senior Indebtedness” " under the Indenture indentures governing the Convertible Subordinated Debentures (it being understood that the Obligations obligations of Borrower the Lessee under this Agreement the Operative Documents to purchase or to cause a third party purchase the Property and to pay Rent shall at all times constitute “"Designated Senior Indebtedness” thereunder). Notwithstanding the foregoing, Borrower may conduct an exchange offer (whether public, private or on a 3(a)(9) basis) for all or part of the Borrower’s Convertible Subordinated Debentures for one or more of the following: (a) new securities (“New Securities”) that are subordinated in right of payment to the obligations of Borrower under the Credit Agreement and other Loan Documents at least to the same extent as the existing Convertible Subordinated Debentures; provided that (w) the aggregate annual interest obligation of Borrower under the New Securities shall be equal to or less than the aggregate annual interest obligation under the existing Convertible Subordinated Debentures, (x) the maturity date of the New Securities shall not be earlier than the maturity date of the existing Convertible Subordinated Debentures, (y) the total principal amount of the obligations represented by Borrower's Subordinated Debt shall not be increased by means of any exchange of New Securities for all or part of the Borrower’s Convertible Subordinated Debentures, and (z) the New Securities shall not permit any amortization of the principal amount of the obligations represented thereby prior to the maturity of the existing Convertible Subordinated Debentures; or (b) new securities issued by Maxtor ("Maxtor Securities"). No exchange or series of exchanges of New Securities or Maxtor Securities for all or any part of Borrower’s Convertible Subordinated Debentures pursuant to this Section 7.11 shall be deemed to permit any reduction in the amount of Maxtor's reimbursement obligations under the Maxtor Reimbursement Agreement except on a dollar-for-dollar basis to the extent that the obligations represented by Borrower's Subordinated Debt are reduced by means of such exchange or series of exchanges. Borrower may (A) convert, or honor a conversion request with respect to, any such Subordinated Debt into Equity Securities of Borrower in accordance with the terms thereof, (B) pay cash to holders of such Subordinated Debt in connection with such a conversion but solely to the extent representing the value of any fractional shares; and (C) make other payments, repayments, redemptions, purchases, defeasance or other satisfaction of Subordinated Debt not to exceed $5,000,000 in the aggregate.
Appears in 1 contract
