Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor will they permit any Restricted Subsidiary to voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or within one year thereof) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation of any subordination terms or intercreditor agreement applicable to any such Indebtedness (such payments, “Junior Prepayments”), except (a) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, long as no Event of Default shall have occurred and be continuing or would result therefrom and (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d)), (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the Available Equity Amount.
Appears in 6 contracts
Samples: Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC)
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries willThe Company will not, nor and will they not permit any Restricted Subsidiary to, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior segregate funds with respect to Subordinated Indebtedness, the scheduled maturity New Senior Unsecured Notes or other unsecured Indebtedness for borrowed money represented by debt securities of the Company or a Guarantor, and in each case any Permitted Refinancing Indebtedness in respect thereof (or within one year thereofcollectively, the “Restricted Indebtedness”) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation of any subordination terms or intercreditor agreement applicable to any such Indebtedness (such payments, “Junior Prepayments”), except for (a) from payments, prepayments, repurchases or redemptions, or other optional or voluntary defeasements, with the proceeds of any Permitted Refinancing Indebtedness in respect of such Restricted Indebtedness that is permitted by Section 6.18, (b) provided no Unmatured Default or Default has occurred and after is continuing at the earlier same time thereof, payments, prepayments, repurchases or redemptions of or other optional or voluntarily defeasements not in excess of the Xxxx Las Vegas Reorganization greater of $100,000,000 and 2.5% of Total Tangible Assets (with such amount reduced by the Wynn Massachusetts Project Opening Date, long as amount of any Restricted Payments pursuant to Section 6.25(g)); (c) provided no Event of Unmatured Default shall have or Default has occurred and be is continuing or would result therefrom and (x) prior at the time thereof, to the Initial Test Date, extent the Consolidated Senior Secured Net Leverage Ratio shall not exceed of the Company and its Restricted Subsidiaries is less than or equal to 2.50 to 1.00 on a Pro Forma Basis as Basis, other payments, prepayments, repurchases or redemptions of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (other optional or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), voluntary defeasements; (d) with respect to intercompany subordinated indebtednessprovided no Unmatured Default or Default has occurred and is continuing at the time thereof, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d))payments, (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance repurchases and redemptions and other optional or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock voluntary defeasements shall be permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the unused Available Equity Amount, (e) payments, prepayments, repurchases and redemptions of (and optional or voluntary defeasements of) indebtedness set forth in the definition of “Existing Company Debt Refinancing”, “Target Refinancing” and any Indebtedness of the Target and its Subsidiaries existing as of the Acquisition Closing Date or that was incurred after the Acquisition Closing Date and prior to the Domination Agreement Effective Date and permitted under the terms of the Acquisition Documentation and (f) repayments of intercompany debt.
Appears in 4 contracts
Samples: Credit Agreement (DIEBOLD NIXDORF, Inc), Credit Agreement (Diebold Inc), Credit Agreement (Diebold Inc)
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries willThe Company will not, nor and will they not permit any Restricted Subsidiary to make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior segregate funds with respect to Subordinated Indebtedness, the scheduled maturity New Senior Unsecured Notes or other unsecured Indebtedness for borrowed money represented by debt securities of the Company or a Guarantor (for the avoidance of doubt, excluding the Bridge Facility), and in each case any Permitted Refinancing Indebtedness in respect thereof (or within one year thereofcollectively, the “Restricted Indebtedness”) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation of any subordination terms or intercreditor agreement applicable to any such Indebtedness (such payments, “Junior Prepayments”), except for (a) from payments, prepayments, repurchases or redemptions, or other optional or voluntary defeasements, with the proceeds of any Permitted Refinancing Indebtedness in respect of such Restricted Indebtedness that is permitted by Section 6.18, (b) provided no Unmatured Default or Default has occurred and after is continuing at the earlier same time thereof, payments, prepayments, repurchases or redemptions of or other optional or voluntarily defeasements not in excess of the Xxxx Las Vegas Reorganization greater of $100,000,000 and 2.5% of Total Tangible Assets (with such amount reduced by the Wynn Massachusetts Project Opening Date, long as amount of any Restricted Payments pursuant to Section 6.25(g)); (c) provided no Event of Unmatured Default shall have or Default has occurred and be is continuing or would result therefrom and (x) prior at the time thereof, to the Initial Test Date, extent the Consolidated Senior Secured Net Leverage Ratio shall not exceed of the Company and its Restricted Subsidiaries is less than or equal to 2.50 to 1.00 on a Pro Forma Basis as Basis, other payments, prepayments, repurchases or redemptions of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (other optional or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), voluntary defeasements; (d) with respect to intercompany subordinated indebtednessprovided no Unmatured Default or Default has occurred and is continuing at the time thereof, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d))payments, (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance repurchases and redemptions and other optional or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock voluntary defeasements shall be permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the unused Available Equity Amount, (e) payments, prepayments, repurchases and redemptions of (and optional or voluntary defeasements of) indebtedness set forth in the definition of “Existing Company Debt Refinancing”, “Target Refinancing” and any Indebtedness of the Target and its Subsidiaries existing as of the Acquisition Closing Date or that was incurred after the Acquisition Closing Date and prior to the Domination Agreement Effective Date and permitted under the terms of the Acquisition Documentation and (f) repayments of intercompany debt.
Appears in 2 contracts
Samples: Bridge Credit Agreement (Diebold Inc), Bridge Credit Agreement (Diebold Inc)
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor No Credit Party will they permit any Restricted Subsidiary to voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or within one year thereof) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation of any subordination terms or intercreditor agreement applicable to any such Indebtedness (such payments, “Junior Prepayments”), except (a) from so long as immediately before and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, long as giving effect thereto no Event of Default shall have specified in Section 11.01(b) or 11.01(c) or Event of Default specified in Section 11.01(g) or 11.01(h) with respect to Borrower has occurred and be is continuing or would result therefrom and (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Total Leverage Ratio shall not exceed 2.50 4.00 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with and the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower Guarantors may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available AmountPrepayments, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d)), (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries a Credit Party will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x10.04(v), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the Available Equity Amount.
Appears in 1 contract
Samples: Credit Agreement (Wynn Resorts LTD)
Certain Payments of Indebtedness. None of The Borrower or any of its Restricted Subsidiaries willwill not, nor will they the Borrower permit any Restricted Subsidiary to voluntarily prepayother Credit Party to, redeemdirectly or indirectly, (a) make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of any Existing Notes, any Permitted Subordinated Indebtedness or any Refinancing Indebtedness in respect of any thereof, or any payment or other distribution (whether in cash, securities or other property) in respect of the purchase, defease repurchase, redemption or otherwise satisfy defeasance of principal of any Existing Notes, any Permitted Subordinated Indebtedness or any Refinancing Indebtedness in respect of any thereof, in each case, at any time prior to the scheduled maturity thereof thereof, or (or within one year thereofb) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation prepayment of interest on any subordination terms or intercreditor agreement applicable Indebtedness prior to any the time that such Indebtedness interest is due; provided, however, that (such payments, “Junior Prepayments”), except (ai) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, so long as no Default or Event of Default shall have has occurred and be is continuing or would result therefrom therefrom, the Borrower or any other Credit Party may, in connection with any refinancing of any Existing Notes or any Permitted Subordinated Indebtedness, or of any Refinancing Indebtedness in respect of any thereof, permitted by Section 7.01, prepay all or any portion of the principal of, and (x) accrued interest and premiums, if any, on, any Existing Notes, any Permitted Subordinated Indebtedness or any such Refinancing Indebtedness prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus scheduled maturity thereof; (ii) the Available Amount, (b) a Permitted Refinancing of Borrower may repurchase any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) Existing Convertible Debentures with respect to intercompany subordinated indebtednesswhich the holder thereof shall have exercised its right to require the Borrower to make such repurchase pursuant to Section 3.06 of the Existing Convertible Debentures Indenture, as in effect on the date hereof; and (iii) any Existing Notes, any Permitted Subordinated Indebtedness and any Refinancing Indebtedness in respect of any thereof may, prior to the extent consistent with scheduled maturity thereof, be paid, purchased, redeemed or otherwise acquired, in each case, in exchange for shares of common stock of the subordination terms thereof Borrower (and permitted under cash in lieu of fractional shares), and accrued interest and premiums, if any, thereon may be prepaid in connection therewith. Notwithstanding the foregoing, the provisions of this Section 10.09 shall in no event or circumstance apply to or restrict any payment (other than pursuant to this clause (d))whether in respect of a purchase, (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepaymentrepurchase, redemption, purchasedefeasance, defeasance prepayment or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisitionotherwise) not prohibited by this Agreement, (g) Junior Prepayments made pursuant that the Borrower is obligated to Section 2.09(b)(ii), (h) Junior Prepayments make in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permittedany Existing Senior Notes; provided, however, that, except for any actions permitted under clause (i) or (iii) above, the Borrower will not, nor will the Borrower permit any other Credit Party to, take any action, or omit to take any action, if, as the direct result of such action or omission, any Existing Senior Notes shall become due and payable prior to the scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the Available Equity Amountmaturity thereof.
Appears in 1 contract
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor will they permit any Restricted Subsidiary to voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or within one year thereofa) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make Make any payment in violation of any of the subordination terms provisions of any Subordinated Indebtedness or intercreditor agreement applicable to any such payment of regularly scheduled interest or principal on any Subordinated Indebtedness (such payments, “Junior Prepayments”), except (a) from and at any time after the earlier occurrence and during the continuation of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, long as no an Event of Default shall have occurred and be continuing under Section 9(a); or (b) make any payment or prepayment (including payments as a result of acceleration thereof) on the Second Lien Loans (or any Second Lien Permitted Refinancing) or any Subordinated Indebtedness or redeem or otherwise acquire, purchase or defease the Second Lien Loans (or any Second Lien Permitted Refinancing) or any Subordinated Indebtedness, except that (i) any Group Member may make any such payment in connection with any refinancing of the Second Lien Loans or any Second Lien Permitted Refinancing or any Subordinated Indebtedness permitted pursuant to the terms hereof; (ii) any Group Member may make payments in respect of the Second Lien Loans or any Second Lien Permitted Refinancing or any Subordinated Indebtedness so long as (x) no Default or Event of Default then exists or would result therefrom and (xy) prior to as of the Initial Test Datedate of such payment, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 (determined on a Pro Forma Basis pro forma basis, after giving effect to the prepayment of such Indebtedness and any Indebtedness incurred in connection with such prepayment) is less than or equal to 4.0 to 1.0; (iii) with respect to the Second Lien Loans or any Second Lien Permitted Refinancing, so long as (x) no Default or Event of the most recent Calculation Date Default then exists or would result therefrom and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis could incur $1 of additional Indebtedness under subsection 8.2(o) (with the Financial Maintenance Covenant Consolidated Total Net Leverage Ratio for such purpose being calculated (whether or not then 1) after giving pro forma effect to the making of such prepayment and any Indebtedness incurred in effectconnection therewith and (2) as excluding the proceeds of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers in the determination of unrestricted cash and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (dCash Equivalents)), (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S any Group Member may prepay the Second Lien Loans or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, any Second Lien Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments Refinancing in an aggregate amount not to exceed the Available Equity Amount, (iv) any Group Member may prepay the Second Lien Loans or any Second Lien Permitted Refinancing or any Subordinated Indebtedness out of the Net Proceeds of the substantially concurrent sale or issuance (other than to any Group Member) of Capital Stock (other than any Disqualified Stock) of Parent, solely to the extent such Net Proceeds (x) have been contributed by Parent in cash as common equity to the Borrower and (y) have not been (1) included in the calculation of the Available Amount and applied to make an Investment pursuant to subsection 8.7(r), a Restricted Payment pursuant to subsection 8.8(b) or a prepayment of Second Lien Loans or a Second Lien Permitted Refinancing pursuant to subsection 8.15(b)(iii) or (2) applied for Restricted Payments under subsections 8.8(c) or 8.8(h) or applied for Investments under subsection 8.7(t), (v) if a Lender has declined a prepayment in accordance with subsection 4.6(f), the Borrower may make a prepayment in respect of the Second Lien Loans in accordance with subsection 4.5 of the Second Lien Credit Agreement (or, after payment in full of all Second Lien Loans, a prepayment in respect of any Second Lien Permitted Refinancing if required by the terms of such Indebtedness) in an amount equal to the applicable Declined Prepayment Amount; and (vi) the Borrower and its Restricted Subsidiaries may convert or exchange all or any portion of any Subordinated Indebtedness to Capital Stock (other than Disqualified Stock) of Parent.
Appears in 1 contract
Samples: Credit Agreement (Cumulus Media Inc)
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor will they permit any Restricted Subsidiary to voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or within one year thereofa) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make Make any payment in violation of any of the subordination terms provisions of any Subordinated Indebtedness or intercreditor agreement applicable to any such payment of regularly scheduled interest or principal on any Subordinated Indebtedness (such payments, “Junior Prepayments”), except (a) from and at any time after the earlier occurrence and during the continuation of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, long as no an Event of Default shall have occurred and be continuing under Section 9(a); or would (b) make any payment or prepayment (including payments as a result therefrom and of acceleration thereof) on any Subordinated Indebtedness or redeem or otherwise acquire, purchase or defease any Subordinated Indebtedness, except that (i) any Group Member may make any such payment in connection with any refinancing of any Subordinated Indebtedness permitted pursuant to the terms hereof; (ii) any Group Member may make (x) prior to the Initial Test Datepayments in respect of regularly scheduled interest or principal in respect of Subordinated Indebtedness, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis and any other mandatory prepayments as of the most recent Calculation Date and when due and (y) from and after the Initial Test Dateother payments or prepayments in respect of any Subordinated Indebtedness, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) so long as, as of the most recent Calculation Datedate of such payment, Borrower after giving effect to prepayment of any Subordinated Indebtedness and any Indebtedness incurred in connection with such prepayment, the Payment Conditions shall be satisfied; (iii) any Group Member may make Junior Prepayments prepay any Subordinated Indebtedness out of the Net Proceeds of the substantially concurrent sale or issuance (other than to any Group Member) of Capital Stock (other than any Disqualified Stock) of Parent, solely to the extent such Net Proceeds (x) have been contributed by Parent in an aggregate amount cash as common equity to New Holdings and (y) have not to exceed (i) $225.0 million, minus the aggregate amount of been applied for Restricted Payments made pursuant to under Section 10.06(i)(i8.8(c) or 8.8(h) or applied for Investments under Section 8.7(t); (iv) New Holdings and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing its Subsidiaries may convert or exchange all or any portion of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Subordinated Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower Capital Stock (other than Disqualified Capital Stock), ) of Parent and (dv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d)), (eA) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments Loan Party may make payments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permittedanother Loan Party, (iB) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower any Subsidiary that is not a Loan Party may make Junior Prepayments payments in an aggregate amount not respect of Indebtedness owing to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, Loan Party and (lC) Borrower any Subsidiary that is not a Loan Party may make Junior Prepayments payments in an aggregate amount respect of Indebtedness owing to any other Subsidiary that is not to exceed the Available Equity Amounta Loan Party.
Appears in 1 contract
Samples: Credit Agreement (Cumulus Media Inc)
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will133 509265-1946-Active.21307007.121307007.7 The Company will not, nor and will they not permit any Restricted Subsidiary to, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior segregate funds with respect to Subordinated Indebtedness, the scheduled maturity New Senior Unsecured Notes or other unsecured Indebtedness for borrowed money represented by debt securities of the Company or a Guarantor, and in each case any Permitted Refinancing Indebtedness in respect thereof (or within one year thereofcollectively, the “Restricted Indebtedness”) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation of any subordination terms or intercreditor agreement applicable to any such Indebtedness (such payments, “Junior Prepayments”), except for (a) from payments, prepayments, repurchases or redemptions, or other optional or voluntary defeasements, with the proceeds of any Permitted Refinancing Indebtedness in respect of such Restricted Indebtedness that is permitted by Section 6.18, (b) provided no Unmatured Default or Default has occurred and after is continuing at the earlier same time thereof, payments, prepayments, repurchases or redemptions of or other optional or voluntarily defeasements not in excess of the Xxxx Las Vegas Reorganization greater of $100,000,000 and 2.5% of Total Tangible Assets (with such amount reduced by the Wynn Massachusetts Project Opening Date, long as amount of any Restricted Payments pursuant to Section 6.25(g)); (c) provided no Event of Unmatured Default shall have or Default has occurred and be is continuing or would result therefrom and (x) prior at the time thereof, to the Initial Test Date, extent the Consolidated Senior Secured Net Leverage Ratio shall not exceed of the Company and its Restricted Subsidiaries is less than or equal to 2.50 to 1.00 on a Pro Forma Basis as Basis, other payments, prepayments, repurchases or redemptions of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (other optional or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), voluntary defeasements; (d) with respect to intercompany subordinated indebtednessprovided no Unmatured Default or Default has occurred and is continuing at the time thereof, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d))payments, (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance repurchases and redemptions and other optional or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock voluntary defeasements shall be permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the unused Available Equity Amount, (e) payments, prepayments, repurchases and redemptions of (and optional or voluntary defeasements of) indebtedness set forth in the definition of “Existing Company Debt Refinancing”, “Target Refinancing” and any Indebtedness of the Target and its Subsidiaries existing as of the Acquisition Closing Date or that was incurred after the Acquisition Closing Date and prior to the Domination Agreement Effective Date and permitted under the terms of the Acquisition Documentation and (f) repayments of intercompany debt.
Appears in 1 contract
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries willThe Company will not, nor and will they not permit any Restricted Subsidiary to, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior segregate funds with respect to the scheduled maturity Junior Debt and in each case any Permitted Refinancing Indebtedness in respect thereof (or within one year thereofcollectively, the “Restricted Indebtedness”) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation of any subordination terms or intercreditor agreement applicable to any such Indebtedness (such payments, “Junior Prepayments”), except for (a) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Datepayments, long as no Event of Default shall have occurred and be continuing prepayments, repurchases or would result therefrom and (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d)), (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant toredemptions, or Indebtedness assumed in connection withother optional or voluntary defeasements, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any Permitted Refinancing Indebtedness in respect of such Restricted Indebtedness that is permitted by Section 6.18, (b) payments, prepayments, repurchases or redemptions, or other optional or voluntary defeasements with prepayment amounts declined by Term Lenders pursuant to Section 2.6.11; (c) payments, repurchases or redemptions of amounts outstanding under the Existing Term Loan Facility or the 2024 Notes with amounts actually received (x) by the Company from and after the Closing Date to such date from any capital contributions to, or the sale or issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted of, the Company (other than (i) Disqualified Equity Interests, (ii) Equity Interests issued or sold to be issued hereunder, a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or guaranteed by the Company or any Subsidiary unless such loans have been repaid with cash on or prior to the date of determination and (liii) Borrower may make Junior Prepayments in an aggregate amount not Equity Interest the Net Cash Proceeds of which are used to exceed repay long-term Indebtedness for borrowed money (other than such amounts outstanding under the Available Equity Amount.Existing Term Loan Facility or the 2024 Notes, as applicable)) or (y) by the Company or a Subsidiary from the Incurrence of Indebtedness pursuant to Section 6.18(xvii);
Appears in 1 contract
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor will they permit any Restricted Subsidiary to voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or within one year thereof) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation of any subordination terms or intercreditor agreement applicable to any such Indebtedness (such payments, “Junior Prepayments”), except (a) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, long as no Event of Default shall have occurred and be continuing or would result therefrom and (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d)), (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the Available Equity Amount.
Appears in 1 contract
Samples: Credit Agreement (Wynn Resorts LTD)
Certain Payments of Indebtedness. None The Borrower will not, and will not permit any other Restricted Subsidiary to, pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of Borrower or in respect of principal of or interest on any Junior Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of its Restricted Subsidiaries will, nor will they permit any Restricted Subsidiary to voluntarily prepay, redeem, the purchase, defease redemption, retirement, acquisition, cancellation or otherwise satisfy prior to the scheduled maturity thereof termination of any Junior Indebtedness (any such payment or within one year thereofdistribution, a “Restricted Debt Payment”), except: (a) in any manner (it being understood that payments payment of regularly scheduled interest and principal payments as, in the form of payment and interest shall be permitted) when due in respect of any Disqualified Capital Stock or Other Indebtedness, other than payments in respect of any Junior Indebtedness prohibited by the subordination provisions thereof; (including Intercompany Contribution Indebtednessb) or make any payment in violation Permitted Refinancings of Indebtedness to the extent permitted by Section 6.01(ii), (v) and (vii); (c) the conversion of any subordination terms or intercreditor agreement applicable Junior Indebtedness to any such Indebtedness Equity Interests (such paymentsother than Disqualified Equity Interests) of the Borrower; (d) other Restricted Debt Payments; provided that on a Pro Forma Basis, “Junior Prepayments”the Total Net Leverage Ratio shall not exceed 2.50: 1.00; (e) other Restricted Debt Payments, together with the aggregate amount of Restricted Payments made pursuant to Section 6.07(f), except in an aggregate amount not to exceed the greater of (ax) from $50,000,000 and after (y) 15.00% of LTM EBITDA; and (f) other Restricted Debt Payments up to the earlier Available Amount; -134- provided that in the case of the Xxxx Las Vegas Reorganization clauses (d), (e) and the Wynn Massachusetts Project Opening Date(f), long as no Event of Default shall have occurred and be continuing or would result therefrom and (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to therefrom. Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d)), (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the Available Equity Amount.6.09
Appears in 1 contract
Samples: Credit Agreement (Virtus Investment Partners, Inc.)
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor will they permit any Restricted Subsidiary to voluntarily prepay, redeemVoluntarily prepay (whether by redemption, purchase, defease retirement, defeasance, set-off or otherwise satisfy otherwise), prior to the scheduled stated maturity thereof thereof, the principal amount of any Indebtedness permitted by Section 7.04(d) unless (a) no Default shall exist or within one year thereofwould occur immediately after giving effect to such payment and (b) in any manner (it being understood that payments such Indebtedness is repaid solely with funds attributable to the proceeds of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior other Indebtedness (including Intercompany Contribution Indebtednesspermitted by such Section 7.04(d) or make any payment an equity issuance by the MLP, in violation either case received by a Loan Party no earlier than 90 days prior to the date of any subordination terms such repayment; provided that, on or intercreditor agreement applicable to any such Indebtedness after the Fifth Amendment Effective Date, the MLP may purchase, redeem or otherwise acquire a portion of the MLP Senior Notes (such payments, the “Junior PrepaymentsMLP Senior Notes Repurchase”), except (a) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, so long as no Event of Default shall have occurred and be continuing or would result therefrom and (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 millionthe aggregate purchase, minus redemption or other acquisition price, together with the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) MLP Common Unit Redemptions, shall not exceed $25,000,000 on or after the Fifth Amendment Effective Date for all such redemptions, purchases and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s)other acquisitions, plus (ii) the Available Amountno Default or Event of Default then exists or arises as a result thereof, (biii) a Permitted Refinancing at the time that such purchase is made and immediately after giving effect thereto, the aggregate Outstanding Amount of any such Indebtedness all Committed Loans and L/C Obligations are less than ninety eighty-five percent (including through exchange offers and similar transactions)9085%) of the Aggregate Committed Sum, (civ) the conversion of any such Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d)), (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments amount paid in respect of intercompany Indebtedness owing to Borrower any MLP Senior Notes being redeemed, purchased or its Restricted Subsidiaries will be permitted, otherwise acquired does not exceed eighty-five percent (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(185% ) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate stated principal amount of Restricted Payments such MLP Senior Notes and (v) such purchase, redemption or other acquisition is made pursuant solely with funds attributable to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the net proceeds of any issuance Dispositions of Disqualified Capital Stock assets permitted hereunder received by a Loan Party no earlier than 90 days prior to be issued hereunder or in exchange for Disqualified Capital Stock the date of such purchase, redemption or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the Available Equity Amount.acquisition. ARTICLE VIII
Appears in 1 contract
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries willThe Company will not, nor and will they not permit any Restricted Subsidiary to, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior segregate funds with respect to Subordinated Indebtedness, the scheduled maturity New Senior Unsecured Notes or other unsecured Indebtedness for borrowed money represented by debt securities of the Company or a Guarantor, and in each case any Permitted Refinancing Indebtedness in respect thereof (or within one year thereofcollectively, the “Restricted Indebtedness”) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation of any subordination terms or intercreditor agreement applicable to any such Indebtedness (such payments, “Junior Prepayments”), except for (a) from payments, prepayments, repurchases or redemptions, or other optional or voluntary defeasements, with the proceeds of any Permitted Refinancing Indebtedness in respect of such Restricted Indebtedness that is permitted by Section 6.18, (b) provided no Unmatured Default or Default has occurred and after is continuing at the earlier same time thereof, payments, prepayments, repurchases or redemptions of or other optional or voluntarily defeasements not in excess of the Xxxx Las Vegas Reorganization greater of $100,000,000 and 2.5% of Total Tangible Assets (with such amount reduced by the Wynn Massachusetts Project Opening Date, long as amount of any Restricted Payments pursuant to Section 6.25(g)); (c) provided no Event of Unmatured Default shall have or Default has occurred and be is continuing or would result therefrom and (x) prior at the time thereof, to the Initial Test Date, extent the Consolidated Senior Secured Net Leverage Ratio shall not exceed of the Company and its Restricted Subsidiaries is less than or equal to 2.50 to 1.00 on a Pro Forma Basis as Basis, other payments, prepayments, repurchases or redemptions of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (other optional or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), voluntary defeasements; (d) with respect to intercompany subordinated indebtednessprovided no Unmatured Default or Default has occurred and is continuing at the time thereof, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d))payments, (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance repurchases and redemptions and other optional or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock voluntary defeasements shall be permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the unused Available Equity Amount, (e) payments, prepayments, repurchases and redemptions of (and optional or voluntary defeasements of) indebtedness set forth in the definition of “Existing Company Debt Refinancing”, “Target Refinancing” and any Indebtedness of the Target and its Subsidiaries existing as of the Acquisition Closing Date or that was incurred after the Acquisition Closing Date and prior to the Domination Agreement Effective Date and permitted under the terms of the Acquisition Documentation and, (f) repayments of intercompany debt and (g) any payments or deliveries in common shares (or other reference property in accordance with the applicable terms thereof) and/or cash (and cash in lieu of fractional shares) required by 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 due upon conversion thereof, but excluding any payments in cash in excess of the principal amount of such Permitted Convertible Indebtedness, other than payments of interest and cash in lieu of fractional shares).
Appears in 1 contract
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor will they permit any Restricted Subsidiary to voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or within one year thereofa) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make Make any payment in violation of any of the subordination terms provisions of any Subordinated Indebtedness or intercreditor agreement applicable to any such payment of regularly scheduled interest or principal on any Subordinated Indebtedness (such payments, “Junior Prepayments”), except (a) from and at any time after the earlier occurrence and during the continuation of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, long as no an Event of Default shall have occurred and be continuing 125 AMERICAS 94977503 under Section 9(a); or would (b) make any payment or prepayment (including payments as a result therefrom and of acceleration thereof) on any Subordinated Indebtedness or redeem or otherwise acquire, purchase or defease any Subordinated Indebtedness, except that (i) any Group Member may make any such payment in connection with any refinancing of any Subordinated Indebtedness permitted pursuant to the terms hereof; (ii) any Group Member may make (x) prior to the Initial Test Datepayments in respect of regularly scheduled interest or principal in respect of Subordinated Indebtedness, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis and any other mandatory prepayments as of the most recent Calculation Date and when due and (y) from and after the Initial Test Dateother payments or prepayments in respect of any Subordinated Indebtedness, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) so long as, as of the most recent Calculation Datedate of such payment, Borrower after giving effect to prepayment of any Subordinated Indebtedness and any Indebtedness incurred in connection with such prepayment, the Payment Conditions shall be satisfied; (iii) any Group Member may make Junior Prepayments prepay any Subordinated Indebtedness out of the Net Proceeds of the substantially concurrent sale or issuance (other than to any Group Member) of Capital Stock (other than any Disqualified Stock) of Parent, solely to the extent such Net Proceeds (x) have been contributed by Parent in an aggregate amount cash as common equity to New Holdings and (y) have not to exceed (i) $225.0 million, minus the aggregate amount of been applied for Restricted Payments made pursuant to under Section 10.06(i)(i8.8(c) or 8.8(h) or applied for Investments under Section 8.7(t); (iv) New Holdings and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing its Subsidiaries may convert or exchange all or any portion of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Subordinated Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower Capital Stock (other than Disqualified Capital Stock), ) of Parent and (dv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d)), (eA) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments Loan Party may make payments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permittedanother Loan Party, (iB) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower any Subsidiary that is not a Loan Party may make Junior Prepayments payments in an aggregate amount not respect of Indebtedness owing to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, Loan Party and (lC) Borrower any Subsidiary that is not a Loan Party may make Junior Prepayments payments in an aggregate amount respect of Indebtedness owing to any other Subsidiary that is not to exceed the Available Equity Amounta Loan Party.
Appears in 1 contract
Samples: Credit Agreement (Cumulus Media Inc)
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries willThe Company will not, nor and will they not permit any Restricted Subsidiary to, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior segregate funds with respect to Subordinated Indebtedness, the scheduled maturity New Senior Unsecured Notes or other unsecured Indebtedness for borrowed money represented by debt securities of the Company or a Guarantor, and in each case any Permitted Refinancing Indebtedness in respect thereof (or within one year thereofcollectively, the “Restricted Indebtedness”) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation of any subordination terms or intercreditor agreement applicable to any such Indebtedness (such payments, “Junior Prepayments”), except for (a) from payments, prepayments, repurchases or redemptions, or other optional or voluntary defeasements, with the proceeds of any Permitted Refinancing Indebtedness in respect of such Restricted Indebtedness that is permitted by Section 6.18, (b) 161 provided no Unmatured Default or Default has occurred and after is continuing at the earlier same time thereof, payments, prepayments, repurchases or redemptions of or other optional or voluntarily defeasements not in excess of the Xxxx Las Vegas Reorganization greater of $100,000,000 and 2.5% of Total Tangible Assets (with such amount reduced by the Wynn Massachusetts Project Opening Date, long as amount of any Restricted Payments pursuant to Section 6.25(g)); (c) provided no Event of Unmatured Default shall have or Default has occurred and be is continuing or would result therefrom and (x) prior at the time thereof, to the Initial Test Date, extent the Consolidated Senior Secured Net Leverage Ratio shall not exceed of the Company and its Restricted Subsidiaries is less than or equal to 2.50 to 1.00 on a Pro Forma Basis as Basis, other payments, prepayments, repurchases or redemptions of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (other optional or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), voluntary defeasements; (d) with respect to intercompany subordinated indebtednessprovided no Unmatured Default or Default has occurred and is continuing at the time thereof, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d))payments, (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance repurchases and redemptions and other optional or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock voluntary defeasements shall be permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the unused Available Equity Amount, (e) payments, prepayments, repurchases and redemptions of (and optional or voluntary defeasements of) indebtedness set forth in the definition of “Existing Company Debt Refinancing”, “Target Refinancing” and any Indebtedness of the Target and its Subsidiaries existing as of the Acquisition Closing Date or that was incurred after the Acquisition Closing Date and prior to the Domination Agreement Effective Date and permitted under the terms of the Acquisition Documentation, (f) repayments of intercompany debt and (g) any payments or deliveries in common shares (or other reference property in accordance with the applicable terms thereof) and/or cash (and cash in lieu of fractional shares) required by 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 due upon conversion thereof, but excluding any payments in cash in excess of the principal amount of such Permitted Convertible Indebtedness, other than payments of interest and cash in lieu of fractional shares).
Appears in 1 contract
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor will they permit any Restricted Subsidiary to voluntarily prepay, redeemVoluntarily prepay (whether by redemption, purchase, defease retirement, defeasance, set-off or otherwise satisfy otherwise), prior to the scheduled stated maturity thereof thereof, the principal amount of any Indebtedness permitted by Section 7.04(d) unless (a) no Default shall exist or within one year thereofwould occur immediately after giving effect to such payment and (b) in any manner (it being understood that payments such Indebtedness is repaid solely with funds attributable to the proceeds of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior other Indebtedness (including Intercompany Contribution Indebtednesspermitted by such Section 7.04(d) or make any payment an equity issuance by the MLP, in violation either case received by a Loan Party no earlier than ninety (90) days prior to the date of any subordination terms such repayment; provided that, on or intercreditor agreement applicable after the Tenth Amendment Effective Date, the MLP may (i) purchase, redeem or otherwise acquire a portion of the MLP Senior Secured Notes (the “MLP Senior Secured Notes Repurchase”) twice each fiscal year, with respect to any the six (6) month periods ending June 30 and December 31 (each such Indebtedness (such paymentsperiod, a “Junior PrepaymentsTest Period”), except (a) from and after commencing with the Test Period ending December 31, 2020, with any such tender offer or open market transactions commencing no earlier than the delivery of the Xxxx Las Vegas Reorganization financial statements required under Section 6.01 for the second fiscal quarter of such Test Period and concluding no later than one hundred and twenty (120) days thereafter, in an aggregate amount equal to 75% of the Wynn Massachusetts Project Opening DateExcess Cash Flow attributable to such six (6) month period, as certified by a Responsible Officer in accordance with Section 6.02(a) (the “Permitted ECF Amount”), at a price not to exceed 101% of the principal amount to be redeemed, purchased or acquired plus interest accrued thereon to the date of redemption, purchase or acquisition without any additional make-whole or other premium so long as (A) as of the last day of the applicable Test Period, the Total Leverage Ratio is equal to or greater than 4.00 to 1.00, (B) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amountcontinuing, (bC) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d)), (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the no proceeds of any issuance of Disqualified Capital Stock permitted Loan made under this Agreement are used to be issued hereunder or in exchange for Disqualified Capital Stock or make any MLP Senior Secured Notes Repurchase, other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in than an aggregate amount not to exceed the Available Equity Amountaggregate amount by which any outstanding Loans have been repaid with cash proceeds generated from the business and operations of the Borrower and its Subsidiaries during such Test Period as certified by a Responsible Officer in accordance with Section 6.02(a), and (D) after giving effect to any MLP Senior Secured Notes Repurchase, the Borrower has availability under the Agreement of at least 10% of the Aggregate Commitments that, if utilized, would not result in, on a pro forma basis, the First Lien Leverage Ratio equaling or exceeding 2.50 to 1.00, (ii) redeem, purchase, retire or otherwise acquire MLP Senior Secured Notes to the extent permitted by Section 2.03(b)(i)(A), and (iii) purchase or redeem the MLP Senior Notes with proceeds of the MLP Senior Secured Notes, so long as an amount equal to the excess proceeds, if any, of the MLP Senior Secured Notes not used to purchase or redeem the MLP Senior Notes is used to prepay the Loans in an amount equal to such excess, without any reduction of the Aggregate Committed Sum. If with respect to any Test Period the Permitted ECF Amount would be less than $1,000,000, the Permitted ECF Amount for such Test Period shall be zero. If the Permitted ECF Amount for any Test Period is not fully utilized to purchase, redeem or otherwise acquire the MLP Senior Secured Notes, such remaining amount shall be applied as provided in Section 2.03(h).
Appears in 1 contract
Samples: And Restated Credit Agreement (Martin Midstream Partners L.P.)
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor will they permit any Restricted Subsidiary to voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or within one year thereofa) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make Make any payment in violation of any of the subordination terms provisions of any Subordinated Indebtedness or intercreditor agreement applicable to any such payment of regularly scheduled interest or principal on any Subordinated Indebtedness (such payments, “Junior Prepayments”), except (a) from and at any time after the earlier occurrence and during the continuation of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, long as no an Event of Default shall have occurred and be continuing under Section 9(a); or (b) make any payment or prepayment (including payments as a result of acceleration thereof) on the Second Lien Loans (or any Second Lien Permitted Refinancing) or any Subordinated Indebtedness or redeem or otherwise acquire, purchase or defease the Second Lien Loans (or any Second Lien Permitted Refinancing) or any Subordinated Indebtedness, except that (i) any Group Member may make any such payment in connection with any refinancing of the Second Lien Loans or any Second Lien Permitted Refinancing or any Subordinated Indebtedness permitted pursuant to the terms hereof; (ii) any Group Member may make payments in respect of the Second Lien Loans or any Second Lien Permitted Refinancing or any Subordinated Indebtedness so long as (x) no Default or Event of Default then exists or would result therefrom and (xy) prior to as of the Initial Test Datedate of such payment, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 (determined on a Pro Forma Basis pro forma basis, after giving effect to the prepayment of such Indebtedness and any Indebtedness incurred in connection with such prepayment) is less than or equal to 4.0 to 1.0; (iii) with respect to the Second Lien Loans or any Second Lien Permitted Refinancing, so long as (x) no Default or Event of the most recent Calculation Date Default then exists or would result therefrom and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis could incur $1 of additional Indebtedness under subsection 8.2(o) (with the Financial Maintenance Covenant Consolidated Total Net Leverage Ratio for such purpose being calculated (whether or not then 1) after giving pro forma effect to the making of such prepayment and any Indebtedness incurred in effectconnection therewith and (2) as excluding the proceeds of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers in the determination of unrestricted cash and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (dCash Equivalents)), (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S any Group Member may prepay the Second Lien Loans or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, any Second Lien Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments Refinancing in an aggregate amount not to exceed the Available Equity Amount., (iv) any Group Member may prepay the Second Lien Loans or any Second Lien Permitted Refinancing or any Subordinated Indebtedness out of the Net Proceeds of the substantially concurrent sale or issuance (other than to any Group Member) of Capital Stock (other than any Disqualified Stock) of Parent, solely to the extent such Net Proceeds (x) have been contributed by Parent in cash as common equity to the Borrower and (y) have not been (1) included in the calculation of the Available Amount and applied to make an Investment pursuant to subsection 8.7(r), a Restricted Payment pursuant to subsection 8.8(b) or a prepayment of Second Lien Loans or a Second Lien Permitted Refinancing pursuant to subsection 8.15(b)(iii) or (2) applied for Restricted Payments under subsections 8.8(c) or 8.8(h) or applied for Investments under subsection 8.7(t), (v) if a Lender has declined a prepayment in accordance with
Appears in 1 contract
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor will they permit any Restricted Subsidiary to voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or within one year thereofa) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make Make any payment in violation of any of the subordination terms provisions of subordinated Indebtedness; or intercreditor agreement applicable to (b) make any optional payment or prepayment (including payments as a result of acceleration thereof) on the principal of the Senior Notes or any Permitted Refinancing thereof or any Subordinated Indebtedness or redeem or otherwise acquire, purchase or defease any Senior Notes or any Permitted Refinancing thereof or any subordinated Indebtedness, except that (i) the Company and its Subsidiaries may make any such Indebtedness (such payments, “Junior Prepayments”), except (a) from and after the earlier payment in connection with any refinancing of the Xxxx Las Vegas Reorganization Senior Notes or any subordinated Indebtedness permitted pursuant to the terms hereof and the Wynn Massachusetts Project Opening Date, (ii) so long as (x) no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom therefrom, (y) the Company is in pro forma compliance with the covenants set forth in subsection 8.1, recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available using Consolidated Total Indebtedness as of the date of, and after giving effect to, such payment and (z) the Company has delivered to the Administrative Agent a certificate of a Responsible Officer to the effect set forth in clauses (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after above, together with all relevant financial information, the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower Company may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d)), (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the Available Equity AmountAmount at the time of such payment; provided that that the foregoing limitation to the Available Amount shall not apply if and as long as at the time of such payment the Consolidated Total Leverage Ratio, recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available as if such payment had occurred on the first day of such period for purposes of calculating Consolidated EBITDA and using Consolidated Total Indebtedness as of the date of, and after giving effect to, such payment, is less than 2.0 to 1.0 and (iii) the Company and its Subsidiaries may convert or exchange all or any portion of any Indebtedness to Capital Stock of the Company.
Appears in 1 contract
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries willThe Company will not, nor and will they not permit any Restricted Subsidiary to, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior segregate funds with respect to Subordinated Indebtedness, the scheduled maturity New Senior Unsecured Notes or other unsecured Indebtedness for borrowed money represented by debt securities of the Company or a Guarantor, and in each case any Permitted Refinancing Indebtedness in respect thereof (or within one year thereofcollectively, the “Restricted Indebtedness”) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation of any subordination terms or intercreditor agreement applicable to any such Indebtedness (such payments, “Junior Prepayments”), except for (a) from payments, prepayments, repurchases or redemptions, or other optional or voluntary defeasements, with the proceeds of any Permitted Refinancing Indebtedness in respect of such Restricted Indebtedness that is permitted by Section 6.18, (b) provided no Unmatured Default or Default has occurred and after is continuing at the earlier same time thereof, payments, prepayments, repurchases or redemptions of or other optional or voluntarily defeasements not in excess of the Xxxx Las Vegas Reorganization greater of $100,000,000 and 2.5% of Total Tangible Assets (with such amount reduced by the Wynn Massachusetts Project Opening Date, long as amount of any Restricted Payments pursuant to Section 6.25(g)); (c) provided no Event of Unmatured Default shall have or Default has occurred and be is continuing or would result therefrom and (x) prior at the time thereof, to the Initial Test Date, extent the Consolidated Senior Secured Net Leverage Ratio shall not exceed of the Company and its Restricted Subsidiaries is less than or equal to 2.50 to 1.00 on a Pro Forma Basis as Basis, other payments, prepayments, repurchases or redemptions of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (other optional or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), voluntary defeasements; (d) with respect to intercompany subordinated indebtednessprovided no Unmatured Default or Default has occurred and is continuing at the time thereof, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d))payments, (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance repurchases and redemptions and other optional or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock voluntary defeasements shall be permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the unused Available Equity Amount., (e) payments, prepayments, repurchases and redemptions of (and optional or voluntary defeasements of) indebtedness set forth in the definition of “Existing Company Debt Refinancing”, “Target Refinancing” and any Indebtedness of the Target and its Subsidiaries existing as of the Acquisition Closing Date or that was incurred after the Acquisition Closing Date and prior to the Domination Agreement Effective Date and permitted under the terms of the Acquisition Documentation, (f) repayments of intercompany debt and (g) any payments or deliveries in common shares (or other reference property in accordance with the applicable terms thereof) and/or cash (and cash in lieu of fractional shares) required by 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 due upon conversion thereof, but excluding any payments in cash in excess of the principal amount of such Permitted Convertible Indebtedness, other than payments of interest and cash in lieu of fractional shares). 159
Appears in 1 contract
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor will they permit any Restricted Subsidiary to voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or within one year thereofa) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make Make any payment in violation of any of the subordination terms provisions, if any, of any Subordinated Indebtedness or intercreditor agreement applicable to any payment of regularly scheduled interest or principal on any Subordinated Indebtedness at any time after the occurrence and during the continuation of an Event of De-fault under Section 9(a); or (b) make any payment or prepayment (including payments as a result of acceleration thereof) on any Subordinated Indebtedness or redeem or otherwise acquire, purchase or defease any Subordinated Indebtedness, except that (i) any Group Member may make any such payment in connection with any refinancing of any Subordinated Indebtedness described in clause (such payments, “Junior Prepayments”), except (aiii) from and after the earlier of the Xxxx Las Vegas Reorganization and definition thereof permitted pursuant to the Wynn Massachusetts Project Opening Date, terms hereof so long as no Event of Default shall have occurred and be continuing or would result therefrom and (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio Indebtedness that refinances Subordinated Indebtedness described in subclause (iii)(a) shall not exceed 2.50 to 1.00 on a Pro Forma Basis as be Subordinated Indebtedness under clause (iii)(a) of the most recent Calculation Date and definition thereof, (y) from and after the Initial Test Date, Borrower Indebtedness that refinances Sub-ordinated Indebtedness described in subclause (iii)(b) shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant Subordinated Indebtedness under clause (whether or not then in effectiii)(b) as of the most recent Calculation Date, Borrower may make Junior Prepayments definition thereof and (z) the Indebtedness that refinances Subordinated Indebtedness described in an aggregate amount not to exceed subclause (iiii)(c) $225.0 million, minus shall be Subordinated Indebtedness under clause (iii)(c) of the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus definition thereof; (ii) the Available Amount, [reserved]; (biii) a Permitted Refinancing [reserved]; (iv) New Holdings and its Subsidiaries may convert or exchange all or any portion of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Subordinated Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower Capital Stock (other than Disqualified Capital Stock) of Parent; (v) [reserved], (vi) any Group Member may make payments (including payments of accrued but unpaid interest) or prepayments in respect of Indebtedness permit-txx under subsections 8.2(s)(A)(y) and (z), subject to (dA) in the case of a prepayment, such pre-payment, in each case, being at a purchase price less than or equal to 85.0% of the aggregate stated principal amount of such Subordinated Indebtedness subject to such prepayment, (B) the aggregate amount paid in connection with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted any such prepayments of Subordinated Indebtedness under this Section 10.09 subclause (other than pursuant to vi) shall not exceed $35,000,000 and (C) any prepayments of Subordinated Indebted-ness described in this clause (d)), (evi) exchanges may not be on terms more favorable to the holders of such Subordinated Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent than the terms pursuant offered to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed the Initial Term Lenders in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the Available Equity AmountTransactions.
Appears in 1 contract
Samples: Credit Agreement (Cumulus Media Inc)
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor will they permit any Restricted Subsidiary to voluntarily prepay, redeemVoluntarily prepay (whether by redemption, purchase, defease retirement, defeasance, set-off or otherwise satisfy otherwise), prior to the scheduled stated maturity thereof (or within one year thereof) in any manner (it being understood that payments of regularly scheduled , the principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation amount of any subordination terms or intercreditor agreement applicable to any such Indebtedness (such payments, “Junior Prepayments”), except permitted by Section 7.04(d) unless (a) from no Default shall exist or would occur immediately after giving effect to such payment and (b) such Indebtedness is (i) exchanged in connection with the Exchange Offer (or in connection with the Plan (as defined in the Restructuring Support Agreement)), or (ii) repaid solely with funds attributable to the proceeds of the Cash Tender, other Indebtedness permitted by such Section 7.04(d) or any equity issuance of the MLP, in each case received by a Loan Party no earlier than ninety (90) days prior to the date of such prepayment; provided that, on or after the earlier Eleventh Amendment Effective Date, the MLP may purchase, redeem or otherwise acquire a portion of the Xxxx Las Vegas Reorganization Second Lien Notes (the “Second Lien Notes Repurchase”) with respect to each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2020, with any such Second Lien Notes Repurchases commencing no earlier than the delivery of the financial statements required under Section 6.01 for such fiscal year and concluding no later than one hundred and twenty (120) days thereafter, in an aggregate amount not to exceed the Wynn Massachusetts Project Opening DatePermitted ECF Amount for such fiscal year, at a price not to exceed 100% of the principal amount to be redeemed, purchased or acquired plus interest accrued thereon to the date of redemption, purchase or acquisition without any additional make-whole or other premium so long as (w) as of the last day of the applicable fiscal year, the Total Leverage Ratio is equal to or greater than 3.75 to 1.00, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom continuing, (y) no proceeds of any Loan made under this Agreement are used to make any Second Lien Notes Repurchase, other than an amount not to exceed the aggregate amount by which any outstanding Loans have been repaid with cash proceeds generated from the business and operations of the Borrower and its Subsidiaries during such fiscal period (excluding any repayments under the last sentence of this Section 7.16) as certified by a Responsible Officer in accordance with Section 6.02(a), and (xz) prior after giving effect to any Second Lien Notes Repurchase, (1) the Initial Test Date, Borrower has availability under the Consolidated Senior Secured Net Agreement of at least 20% of the Aggregate Commitments and (2) the First Lien Leverage Ratio shall not exceed 2.50 is less than 2.00 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) pro forma basis. If with respect to intercompany subordinated indebtednessany fiscal year the Permitted ECF Amount would be less than $1,000,000, to the extent consistent with Permitted ECF Amount for such fiscal year shall be zero. Notwithstanding the subordination terms thereof and permitted under this Section 10.09 (other than pursuant to this clause (d))foregoing, (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, MLP may purchase, defeasance redeem or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) otherwise acquire a portion of the Code, (j) Borrower may make Junior Prepayments MLP Senior Notes held by noteholders who decline to participate in the Exchange Offer in an aggregate amount not to exceed $50.0 million36,500,000 of principal provided that after giving effect to such purchase, minus redemption or acquisition, (A) the aggregate amount Borrower has availability under the Agreement of Restricted Payments made pursuant at least 20% of the Aggregate Commitments and (B) the First Lien Leverage Ratio is less than 2.00 to 1.00 on a pro forma basis. One or more Committed Borrowings may be used to make such purchases, redemptions or acquisitions; provided, that within twelve (12) months thereof, prepayments of Loans in accordance with Section 10.06(l2.03(a) and the aggregate amount of Investments made (and as calculatedSection 2.03(h) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments have occurred in an aggregate amount not equal to exceed the Available Equity AmountCommitted Borrowings so used from cash proceeds generated from, or attributable to, the business and operation of the Borrower and its Subsidiaries during such twelve (12) month period as certified by a Responsible Officer in accordance with Section 6.02(a).
Appears in 1 contract
Samples: And Restated Credit Agreement (Martin Midstream Partners L.P.)
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries (a) NoSECTION 6.08. Loan Party will, nor will they it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Subsidiary Payment, or incur any obligation (contingent or otherwise) to voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or within one year thereof) in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or Other Junior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation of any subordination terms or intercreditor agreement applicable to any such Indebtedness (such payments, “Junior Prepayments”)do so, except (ai) from Holdings may declare and after pay dividends with respect to its common or preferred stock payable solely in additional shares of its common or preferred stock, (ii) any Subsidiary may make Restricted Payments to the earlier Borrower, any Subsidiary that is a Loan Party may make Restricted Payments to any other Subsidiary that is a Loan Party, and any Subsidiary that is not a Loan Party may make Restricted Payments to any other Subsidiary, (iii) the Borrower may make distributions to Holdings for payment of reasonable out-of-pocket operating and administrative costs and expenses payable by Holdings, the Manager or the Borrower, as the case may be, and incurred primarily in connection with the business of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening DateBorrower, so long as no Event of Default shall have occurred and be is continuing or would occur as a result therefrom and thereof, (xiv) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments distributions to Holdings in an aggregate amount not necessary to exceed enable Holdings to pay when due, its actual federal, state and local income Taxes directly attributable to (ior arising as a result of) $225.0 millionthe operations of the Borrower, minus the aggregate amount Manager and their Subsidiaries that are due and payable by Holdings as the parent of a consolidated group, (v) [intentionally omitted], (vi) Potbelly Franchising may declare and pay cash dividends to Holdings to permit Holdings to invest such cash dividends in the Borrower; provided that, in each such case, Holdings actually and promptly uses such dividends for such investments, (vii) at any time after June 30, 2021, each Loan Party may purchase, redeem or otherwise acquire its common or preferred Equity Interests with the proceeds received from the substantially concurrent issuance of new common or preferred Equity Interests or where the consideration is the cancellation of Indebtedness owed to any Loan Party, and (viii) Permitted J/Vs may make Restricted Payments to the holders of their Equity Interests so long as such Restricted Payments are made pursuant on a pro rata basis to Section 10.06(i)(iall such holders in accordance with their respective Equity Interests in such Permitted J/V. No Loan Party will, nor will it permit any Subsidiary to, make or agree to(b) and the aggregate amount pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of Investments made or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (and as calculated) pursuant to Section 10.04(swhether in cash, securities or other property), plus (ii) including any sinking fund or similar deposit, on account of the Available Amountpurchase, (b) a Permitted Refinancing redemption, retirement, acquisition, cancellation or termination of any such Indebtedness, except: payment of Indebtedness (including through exchange offers created under the Loan Documents;(i) payment of regularly scheduled interest and similar transactions), (cprincipal payments as and(ii) the conversion when due in respect of any such Indebtedness; refinancings of Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this by Section 10.09 (other than pursuant to this clause (d)), (e6.01;(iii) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not to exceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the Available Equity Amount.92
Appears in 1 contract
Samples: Credit Agreement (Potbelly Corp)
