Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereof: (i) the Notes are rated Baa3 or better by Xxxxx’x or BBB- or better by Standard & Poor’s (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act, selected by the Company as a replacement agency); and (ii) no Default or Event of Default shall have occurred and be continuing (collectively, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b), the following sections shall be suspended: (1) Section 4.10; (2) Section 4.07; (3) Section 4.09; (4) Section 4.08; (5) Section 4.15; (6) Section 4.11; (7) clause (iv) of Section 5.01(a); (8) clauses (i)(a) and (iii) of Section 4.17; and (9) Section 4.13. (b) During any period that the foregoing covenants have been suspended (a “Suspension Period”), the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time. (c) Notwithstanding the provisions of Section 4.19(a) above, if the rating assigned by such rating agency should subsequently decline and the Notes are not rated Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the Notes, the equivalent investment grade credit rating from another nationally recognized statistical rating organization), the foregoing covenants will be reinstated as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date hereof except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended. (d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 3 contracts
Samples: Indenture, Execution Version (Geo Group Inc), Indenture (Geo Group Inc)
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofof this Supplemental Indenture:
(i1) the Notes are rated Baa3 or better Investment Grade by Xxxxx’x or BBB- or better by Standard & Poor’s (or, if either such entity ceases to rate the Notes for reasons outside two out of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act, selected by the Company as a replacement agency)three Rating Agencies; and
(ii2) no Default or Event of Default shall have occurred and be continuing (collectivelyother than with respect to Sections of this Supplemental Indenture listed in the following list), a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)the following paragraph, the provisions of the following sections shall Sections of this Supplemental Indenture will be suspended:
(1) Section : 4.07, 4.08, 4.09, 4.10;
(2) Section 4.07;
, 4.11, 4.18 and clause (3) Section 4.09;
(to the extent that a Default or Event of Default exists by reason of one or more of the Sections in this list) and (4) Section 4.08;
(5) Section 4.15;
(6) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) 5.01. During any period that the foregoing covenants have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time4.18 or the definition of “Unrestricted Subsidiary.
(c) ” Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned by such rating agency two of the three Rating Agencies should subsequently decline and the Notes are not rated Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the Notes, the equivalent investment grade credit rating from another nationally recognized statistical rating organization)below Investment Grade, the foregoing covenants will be reinstated reinstituted as of and from the date of such rating declinedecline and any actions taken, or omitted to be taken, before such rating decline that would have been prohibited had the foregoing covenants been in effect shall not form the basis for a Default or an Event of Default. Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date hereof of this Supplemental Indenture except that no default Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant Section 4.07 was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Metropcs Communications Inc), First Supplemental Indenture (Metropcs Communications Inc)
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofof this Indenture:
(i1) the Notes are rated Baa3 or better by Xxxxx’x or and BBB- or better by Standard & Poor’s S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, Act selected by the Company as a replacement agency); and
(ii2) no Default or Event of Default shall have occurred and be continuing (collectivelycontinuing, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b4.20(c), the following sections shall be suspended:
(1) Section covenants contained in Sections 4.07, 4.08, 4.09, 4.10;
(2) Section 4.07;
(3) Section 4.09;
(4) Section 4.08;
(5) Section 4.15;
(6) Section , 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a, 4.16(1)(a) and (iii2), 4.18 and 5.01(4) of Section 4.17; and
(9) Section 4.13this Indenture will be suspended.
(b) During any period that the foregoing covenants have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 4.19 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such timeor the definition of “Unrestricted Subsidiary.”
(c) Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned by either such rating agency should subsequently decline and the Notes are not rated to below Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the NotesBBB-, respectively, the equivalent investment grade credit rating from another nationally recognized statistical rating organization), the foregoing covenants specified in Section 4.20(a) will be reinstated reinstituted as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect since the date hereof of this Indenture except that no default Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a or for any other failure to comply with such any suspended covenants during any a period such when the covenants have been were suspended.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 2 contracts
Samples: Indenture (Coeur D Alene Mines Corp), Indenture (Coeur D Alene Mines Corp)
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofof this Indenture:
(i) the Notes are rated Baa3 or better by Xxxxx’x or and BBB- or better by Standard & Poor’s S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under of the Exchange Act, selected by the Company as a replacement agency); and
(ii) no Default or Event of Default shall have occurred and be continuing (clauses (i) and (ii) collectively, a “Covenant Suspension Event”); , then, beginning on that day and subject to the provisions of Section 4.19(b), the following sections Sections shall be suspended:
(1A) Section 4.07;
(B) Section 4.08;
(C) Section 4.09;
(D) Section 4.10;
(2E) Section 4.074.11;
(3F) Section 4.094.13;
(4) Section 4.08;
(5G) Section 4.15;
(6H) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a4.17(i)(a) and (iii) of Section 4.17); and
(9I) Section 4.135.01(a)(iv).
(b) During any period that the foregoing covenants Sections specified in Section 4.19(a) have been suspended (a “Suspension Period”), the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time.
(c) Notwithstanding the provisions of Section 4.19(a) and (b) above, if the rating assigned by such rating agency should subsequently decline and the Notes are not rated Baa3 or better by Xxxxx’x nor and BBB- or better by Standard & Poor’s S&P (or if either such agency ceases to rate the Notes, the equivalent investment grade credit rating from another nationally recognized statistical rating organization), the foregoing covenants will Sections specified in Section 4.19(a) shall be reinstated as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 will shall be made as if Section 4.07 had been in effect since the date hereof of this Indenture except that no default will shall be deemed to have occurred solely by reason of a Restricted Payment made while that covenant Section 4.07 was suspended. Notwithstanding that the suspended covenants Sections specified in Section 4.19(a) may be reinstated, no default will shall be deemed to have occurred as a result of a failure to comply with such suspended covenants Sections during any period such covenants have been suspendedSuspension Period.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee. The Trustee shall have no obligation to independently determine or verify if covenants are suspended or reinstated, monitor the ratings of the Notes or notify the Holders of any suspension or reinstatement of such covenants.
Appears in 2 contracts
Samples: Indenture (Geo Group Inc), Indenture (Geo Group Inc)
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofof this Indenture:
(i1) the Notes are rated Baa3 or better by Xxxxx’x or and BBB- or better by Standard & Poor’s S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, Act selected by the Company as a replacement agency); and
(ii2) no Default or Event of Default shall have occurred and be continuing (collectivelywith respect to the Notes, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b), the following paragraph, following sections shall of this Indenture will be suspended:
(1A) Section 4.10;
(2B) Section 4.07;
(3C) Section 4.09;
(4D) Section 4.08;
(5E) Section 4.154.17;
(6F) Section 4.20;
(G) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9H) Section 4.13.
(b) 5.01(4). During any period that the foregoing covenants sections have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors of the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time4.20 or the second paragraph of the definition of ‘Unrestricted Subsidiary.
(c) ” Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned by either such rating agency should subsequently decline and the Notes are not rated to below Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the NotesBBB-, the equivalent investment grade credit rating from another nationally recognized statistical rating organization)respectively, the foregoing covenants will be reinstated reinstituted as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date hereof of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant section was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 2 contracts
Samples: First Supplemental Indenture (DRS Technologies Inc), First Supplemental Indenture (DRS Technologies Inc)
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereof:62
(i1) the Notes are rated Baa3 or better by Xxxxx’x (or any successor company acquiring all or substantially all of its assets) and BBB- or better by Standard & Poor’s S&P (or any successor company acquiring all or substantially all of its assets) (or, if either such entity ceases to exist or ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, Act selected by the Company as a replacement agency); and
(ii2) no Default or Event of Default shall have occurred and be continuing (collectivelyother than with respect to Sections of this Indenture listed in the following list), a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)the following paragraph, the provisions of the following sections shall Sections of this Indenture will be suspended:
(1) Section : 4.07, 4.08, 4.09, 4.10;
(2) Section 4.07;
, 4.11, 4.18 and clause (3) Section 4.09;
(to the extent that a Default or Event of Default exists by reason of one or more of the Sections in this list) and (4) Section 4.08;
(5) Section 4.15;
(6) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) 5.01. During any period that the foregoing covenants have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time4.18 or the second paragraph of the definition of “Unrestricted Subsidiary.
(c) ” Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned by either such rating agency should subsequently decline and the Notes are not rated to below Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the NotesBBB-, the equivalent investment grade credit rating from another nationally recognized statistical rating organization)respectively, the foregoing covenants will be reinstated reinstituted as of and from the date of such rating declinedecline and any actions taken, or omitted to be taken, before such rating decline that would have been prohibited had the foregoing covenants been in effect shall not form the basis for a Default or an Event of Default. Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date hereof of this Indenture except that no default Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant Section 4.07 was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofof this Indenture:
(i1) the Notes are rated Baa3 or better by Xxxxx’x or and BBB- or better by Standard & Poor’s S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, Act selected by the Company as a replacement agency); and
(ii2) no Default or Event of Default shall have occurred and be continuing (collectivelycontinuing, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)4.20(b) hereof, the following sections shall be suspended:
(1) Section Sections 4.07, 4.08, 4.09, 4.10;
(2) Section 4.07;
(3) Section 4.09;
, 4.11, 4.13, 4.18 and 4.19 hereof and clause (4) Section 4.08;
(5) Section 4.15;
(6) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) 5.01 hereof will no longer apply. During any period that the foregoing covenants provisions of this Indenture have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors may not designate any of its the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would 4.19 hereof. The Company shall provide written notice to the Trustee at any time the foregoing provisions of his Indenture have been permitted if a Suspension Period had not been in effect at such timesuspended as provided above.
(cb) Notwithstanding the provisions of Section 4.19(a) above, if If the rating assigned by either such rating agency should subsequently decline and the Notes are not rated to below Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the NotesBBB-, the equivalent investment grade credit rating from another nationally recognized statistical rating organization)respectively, the foregoing covenants will be reinstated reinstituted as of and from the date of such rating declinedecline (written notice of which will be provided by the Company to the Trustee). Calculations Calcula- tions under the reinstated Section 4.07 4.10 will be made as if Section 4.07 4.10 had been in effect since the date hereof of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that the covenant set forth in Section 4.10 was suspended. Notwithstanding that Additionally, calculation of the suspended amount of Excess Proceeds from Net Proceeds under the reinstated Section 4.10 shall be reset at zero. All Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the suspension of the covenants may be reinstated, no default will be deemed classified to have occurred as a result of a failure been incurred or issued pursuant to comply with such suspended covenants during any period such covenants have been suspendedSection 4.09(b)(2).
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Samples: Indenture
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofIssue Date:
(i1) the Notes of either series are rated Baa3 “Baa3” or better by Xxxxx’x or BBB- and “BBB-” or better by Standard & Poor’s (or, if either such entity ceases to rate the Notes of either series for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act (registered as such pursuant to Rule 17g-1 of the Exchange Act), selected by the Company as a replacement agency); and
(ii2) no Default or Event of Default shall have occurred and be continuing (collectivelycontinuing, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)the following paragraph, the covenants specifically listed under the following sections shall be suspended:
(1) Section Sections 4.07, 4.08, 4.10;
(2) Section 4.07;
(3) Section 4.09;
(4) Section 4.08;
(5) Section 4.15;
(6) Section , 4.11;
(7) , 4.14 and 4.16 and clause (iv2)(d) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) 5.01 shall be suspended with respect to such series. During any period that the foregoing covenants sections have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such timethe second paragraph of the definition of “Unrestricted Subsidiary.
(c) ” Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned to either series of Notes by either such rating agency should subsequently decline and the Notes are not rated Baa3 or better to below “Baa3” by Xxxxx’x nor BBB- or better “BBB-” by Standard & Poor’s Poors, respectively (or if either such agency ceases to rate the NotesNotes of either series, the equivalent investment grade credit rating from another nationally recognized statistical rating organization), the foregoing covenants will sections shall be reinstated reinstituted as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 will shall be made as if Section 4.07 had been in effect since the date hereof Issue Date except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant section was suspended. Notwithstanding that the suspended covenants sections may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants sections during any period such covenants sections have been suspended.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Samples: Indenture (Sba Communications Corp)
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofof this Indenture:
(i1) after giving effect to the suspension of the provisions enumerated below in this Section 4.22(a), the Notes are rated Baa3 or better by Xxxxx’x or Xxxxx'x and BBB- or better by Standard & Poor’s (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act, selected by the Company as a replacement agency)S&P; and
(ii2) no Default or Event of Default shall have occurred and then be continuing (collectivelywith respect to the Notes, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)subsection (b) below, the following sections provisions of Sections 4.07, 4.08, 4.09, 4.10 and 4.13 and clauses (1)(A) and (3) of Section 4.16 shall be suspended:
(1) Section 4.10;
(2) Section 4.07;
(3) Section 4.09;
(4) Section 4.08;
(5) Section 4.15;
(6) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) During any period that the foregoing covenants have been suspended (a “Suspension Period”), the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time.
(c) Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned to the Notes by such rating agency Xxxxx'x should subsequently decline and to below Baa3 or the ratings assigned to the Notes are not rated Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases S&P should subsequently decline to rate the Notes, the equivalent investment grade credit rating from another nationally recognized statistical rating organization)below BBB-, the foregoing covenants will provisions shall be reinstated reinstituted with respect to the Notes as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date hereof of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant Section 4.07 was suspended. Notwithstanding If Midwest or its Subsidiaries acquired or otherwise owned or operated a particular business that is not a Permitted Business while Section 4.13 was suspended, Midwest and its Subsidiaries will not be required to sell or otherwise cease operating such business upon the reinstitution of Section 4.13. The Issuers shall notify the Trustee if any provisions are suspended covenants may be reinstated, no default will be deemed or reinstated pursuant to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspendedthis Section 4.22.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Samples: Indenture (Midwest Generation LLC)
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofIssue Date:
(i1) the Notes are rated Baa3 or better Investment Grade by Xxxxx’x or BBB- or better by Standard & Poor’s (or, if either such entity ceases to rate the Notes for reasons outside two out of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act, selected by the Company as a replacement agency)three Rating Agencies; and
(ii2) no Default or Event of Default shall have occurred and be continuing with respect to the Notes (collectivelyother than with respect to Sections of this Second Supplemental Indenture listed in the following list), a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)the following paragraph, the following sections shall be suspended:
(1) Section provisions of Sections 4.07, 4.08, 4.09, 4.10;
(2) Section 4.07;
, 4.11, and 4.18 of this Second Supplemental Indenture and clause (3) Section 4.09;
(to the extent that a Default or Event of Default exists by reason of one or more of the Sections in this list) and clause (4) Section 4.08;
(5) Section 4.15;
(6) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a) and (iii) 5.01 of Section 4.17; and
(9) Section 4.13.
(b) the Base Indenture will be suspended. During any period that the foregoing covenants have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time4.18 or the definition of “Unrestricted Subsidiary.
(c) ” Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned by such rating agency two of the three Rating Agencies should subsequently decline and the Notes are not rated Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the Notes, the equivalent investment grade credit rating from another nationally recognized statistical rating organization)below Investment Grade, the foregoing covenants will be reinstated reinstituted with respect to the Notes as of and from the date of such rating declinedecline and any actions taken, or omitted to be taken, before such rating decline that would have been prohibited had the foregoing covenants been in effect shall not form the basis for a Default or an Event of Default. Calculations In the event of such a reinstatement, calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date hereof Issue Date except that no default Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant Section 4.07 was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Samples: Second Supplemental Indenture (Metropcs Communications Inc)
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereof:
Closing Date: (i) the Notes are rated Baa3 or better by Xxxxx’x or and BBB- or better by Standard & Poor’s S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, Act selected by the Company as a replacement agency); and
and (ii) no Default or Event of Default shall have occurred and be continuing (collectivelycontinuing, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)the following paragraph, the covenants specifically listed under the following sections shall in this Supplemental Indenture will be suspended:
(1) Section 4.104.07;
(2) Section 4.074.08;
(3) Section 4.09;
(4) Section 4.084.10;
(5) Section 4.15;4.11; and
(6) Section 4.11;
(7) clause (iv3) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) During any period that the foregoing covenants have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such timeSubsidiaries.
(c) Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned by either such rating agency should subsequently decline and the Notes are not rated to below Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the NotesBBB-, the equivalent investment grade credit rating from another nationally recognized statistical rating organization)respectively, the foregoing covenants will be reinstated reinstituted as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 or Section 4.09 covenants will be made as if Section 4.07 or Section 4.09, as the case may be, had been in effect since the date hereof Closing Date except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment or incurrence of Indebtedness made while that such relevant covenant was suspended. Notwithstanding suspended and it being understood that no actions taken by (or omissions of) the suspended Company or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspendedlisted in Section 4.19(a)(1) through (6) above.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofIssue Date:
(i1) the Notes are rated Baa3 “Baa3” or better by Xxxxx’x or BBB- and “BBB-” or better by Standard & Poor’s S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act (registered as such pursuant to Rule 17g-1 of the Exchange Act), selected by the Company as a replacement agency); and
(ii2) no Default or Event of Default shall have occurred and be continuing (collectivelycontinuing, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)the following paragraph, the covenants specifically listed under the following sections Sections 4.07, 4.08, 4.10, 4.11, 4.14 and 4.17 and clause (2)(d) of Section 5.01 shall be suspended:
(1) Section 4.10;
(2) Section 4.07;
(3) Section 4.09;
(4) Section 4.08;
(5) Section 4.15;
(6) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) . During any period that the foregoing covenants sections have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such timethe second paragraph of the definition of “Unrestricted Subsidiary.
(c) ” Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned to the Notes by either such rating agency should subsequently decline and the Notes are not rated Baa3 or better to below “Baa3” by Xxxxx’x nor BBB- or better “BBB-” by Standard & Poor’s S&P, respectively (or if either such agency ceases to rate the Notes, the equivalent investment grade credit rating from another nationally recognized statistical rating organization), the foregoing covenants will sections shall be reinstated reinstituted as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 will shall be made as if Section 4.07 had been in effect since the date hereof Issue Date except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant section was suspended. Notwithstanding that the suspended covenants sections may be reinstated, no default Default will be deemed to have occurred as a result of a failure to comply with such suspended covenants sections during any period such covenants sections have been suspended.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Samples: Indenture (Sba Communications Corp)
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofof this Indenture:
(i1) the Notes are rated Baa3 or better by Xxxxx’x or Moody's and BBB- or better by Standard & Poor’s S&P (or, if either such entity ceases xxxxxx to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “"nationally recognized statistical rating organization” " within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, Act selected by the Company as a replacement agency); and
(ii2) no Default or Event of Default shall have occurred and be continuing (collectivelycontinuing, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)4.20(b) hereof, the following sections shall be suspended:
(1) Section provisions of Sections 4.07, 4.08, 4.09, 4.10;
(2) Section 4.07;
(3) Section 4.09;
, 4.11, 4.13, 4.15, 4.16, 4.17 and 4.19 hereof and clause (4) Section 4.08;
(5) Section 4.15;
(6) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) hereof shall be suspended. During any period that the foregoing covenants provisions have been suspended (a “Suspension Period”)suspended, the Company’s 's Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time4.19 or the second paragraph of the definition of "Unrestricted Subsidiary."
(cb) Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned by either such rating agency should subsequently decline and the Notes are not rated to below Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the NotesBBB-, respectively, the equivalent investment grade credit rating from another nationally recognized statistical rating organization)provisions of Sections 4.07, the foregoing covenants 4.08, 4.09, 4.10, 4.11, 4.13, 4.15, 4.16, 4.17 and 4.19 hereof and clause (4) of Section 5.01(a) hereof will be reinstated reinstituted as of and from the date of such rating decline. Calculations under the reinstated provisions of Section 4.07 hereof will be made as if the provisions of Section 4.07 hereof had been in effect since the date hereof of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant Section was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Samples: Indenture (Riverside Forest Products Marketing LTD)
Changes in Covenants When Notes Rated Investment Grade. (a) If on During any date period of time that the Notes have a rating equal to or greater than BBB- by S&P or Baa3 by Moody's (each such rating, an "Investment Grade Rating") and no Defaulx xx Xxent of Default has occurred and is continuing, the Company and the Restricted Subsidiaries shall no longer be subject to the provisions of the following the date hereofcovenants:
(i) the Notes are rated Baa3 or better by Xxxxx’x or BBB- or better by Standard & Poor’s Section 4.07 hereof;
(or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of ii) Section 3(a)(624.08 hereof;
(iii) under the Exchange Act, selected by the Company as a replacement agency)Section 4.09 hereof;
(iv) Section 4.10 hereof;
(v) Section 4.11 hereof;
(vi) Section 4.13 hereof; and
(iivii) no Default or Event of Default shall have occurred and be continuing Section 4.18 hereof. (collectively, a “Covenant Suspension Event”the "Suspended Covenants"); then, beginning on provided, however, that day and subject to the provisions of Section 4.19(b), this Indenture set forth under the following sections shall not be suspendedso terminated:
(1i) Section 4.104.03 hereof;
(2ii) Section 4.074.12 hereof;
(3iii) Section 4.094.15 hereof,
(iv) Section 4.17 hereof;
(4v) Section 4.08;
(5) Section 4.15;
(6) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.174.20 hereof; and
(9vi) Section 4.135.01 hereof, provided, however, the Company shall no longer be subject to clause 4 of Section 5.01 hereof.
(b) During any period In the event that the foregoing covenants have been suspended (a “Suspension Period”), the Company’s Board of Directors may not designate Company and any of its Subsidiaries are not subject to the Suspended Covenants for any period of time as Unrestricted a result of clause (a) of this Section 4.19 and that subsequently the Notes cease to have an Investment Grade Rating from both S&P and Moody's, as a result of a downgrade, withdrawal of rating or otherwise, xxxx the Company and its Subsidiaries shall from such time and thereafter again be subject to the Suspended Covenants.
(c) No Default, Event of Default, or breach of any kind shall be deemed to exist under this Indenture, the Notes, or the Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring after the Notes attain Investment Grade Status and before any reinstatement of such Suspended Covenants as provided above, or any actions taken at any time pursuant to Section 4.15 hereof unless any contractual obligation arising prior to such designation reinstatement, regardless of whether such actions or events would have been permitted if a Suspension Period had not been the applicable Suspended Covenants remained in effect at during such timeperiod.
(c) Notwithstanding the provisions of Section 4.19(a) above, if the rating assigned by such rating agency should subsequently decline and the Notes are not rated Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the Notes, the equivalent investment grade credit rating from another nationally recognized statistical rating organization), the foregoing covenants will be reinstated as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date hereof except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Samples: Indenture (Beverly Enterprises Inc)
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofof this Indenture:
(i1) the Notes are rated Baa3 (with a stable outlook) or better by Xxxxx’x or and BBB- (with a stable outlook) or better by Standard & Poor’s S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, Act selected by the Company as a replacement agency); and
(ii2) no Default or Event of Default shall have occurred and be continuing (collectivelycontinuing, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)the following paragraph, the following sections shall be suspended:
(1) Section 4.10;
(2) Section provisions of Sections 4.07;
(3) Section , 4.08, 4.09;
(4) Section 4.08;
(5) Section 4.15;
(6) Section , 4.19, 4.11;
(7) , 4.17 and clause (iv4)(b) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) 5.01 will be suspended. During any period that the foregoing covenants Sections have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time4.17 or the second paragraph of the definition of “Unrestricted Subsidiary.
(c) ” Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned by either such rating agency should subsequently decline and the Notes are not rated to below Baa3 (with a stable outlook) or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the Noteswith a stable outlook), the equivalent investment grade credit rating from another nationally recognized statistical rating organization)respectively, the foregoing covenants will be reinstated reinstituted as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date hereof of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofof the Indenture:
(i1) the Notes are rated Baa3 or better by Xxxxx’x Mxxxx’x (or any successor company acquiring all or substantially all of its assets) and BBB- or better by Standard & Poor’s S&P (or any successor company acquiring all or substantially all of its assets) (or, if either such entity ceases to exist or ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-l(c)(2)(vi)(F) under the Exchange Act, Act selected by the Company as a replacement agency); and
(ii2) no Default or Event of Default shall have occurred and be continuing (collectivelyother than with respect to Sections of the Indenture listed in the following list), a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)the following paragraph, the provisions of the following sections shall Sections of the Indenture will be suspended:
(1) Section : 4.07, 4.08, 4.09, 4.10;
(2) Section 4.07;
, 4.11, 4.18 and clause (3) Section 4.09;
(to the extent that a Default or Event of Default exists by reason of one or more of the Sections in this list) and (4) Section 4.08;
(5) Section 4.15;
(6) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) 5.01. During any period that the foregoing covenants have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time4.18 or the second paragraph of the definition of “Unrestricted Subsidiary.
(c) ” Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned by either such rating agency should subsequently decline and the Notes are not rated to below Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the NotesBBB-, the equivalent investment grade credit rating from another nationally recognized statistical rating organization)respectively, the foregoing covenants will be reinstated reinstituted as of and from the date of such rating declinedecline and any actions taken, or omitted to be taken, before such rating decline that would have been prohibited had the foregoing covenants been in effect shall not form the basis for a Default or an Event of Default. Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date hereof of the Indenture except that no default Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant Section 4.07 was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Changes in Covenants When Notes Rated Investment Grade. Following the first date upon which, but only for so long as (a) If on any date following the date hereof:
(i1) the Notes are rated Baa3 or better by Xxxxx’x or Moody's Investors Services, Inc. and BBB- or better by Standard & Poor’s Xxxx'x Ratings Services (or, in either case, if either such entity Person ceases to rate the Notes for reasons outside of the control of the CompanyIssuer, the equivalent investment grade credit rating from any other “"nationally recognized statistical rating organization” " (within the meaning of Section 3(a)(62Rule 15c3-1 (c) (2) (vi) (F) under the Exchange Act, ) selected by the Company Issuer as a replacement agency); and
(ii2) neither Moody's Investors Services, Inc. nor Standard & Poor's Ratings Serxxxxx xas attached any "negative outlook" to such rating of the Notes; and (3) no Default or Event of Default shall have has occurred and be continuing (collectively, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)is continuing, the following sections covenants listed under Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13 and 4.17 shall no longer be suspended:
(1) Section 4.10;
(2) Section 4.07;
(3) Section 4.09;
(4) Section 4.08;
(5) Section 4.15;
(6) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) During any period that the foregoing covenants have been suspended (a “Suspension Period”), the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant applicable to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time.
(c) Notwithstanding the provisions of Section 4.19(a) above, if the rating assigned by such rating agency should subsequently decline and the Notes are not rated Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the Notes, the equivalent investment grade credit rating from another nationally recognized statistical rating organization)all Unrestricted Subsidiaries shall become Restricted Subsidiaries, the foregoing covenants will be reinstated as and any then-existing Indebtedness of and from the date of such rating decline. Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date hereof except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspendedUnrestricted Subsidiaries shall constitute Existing Indebtedness.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Samples: Indenture (International Specialty Products Inc /New/)
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofof this Indenture:
(ia) the Notes are rated Baa3 or better by Xxxxx’x or and BBB- or better by Standard & Poor’s S&P (or, if either such entity ceases to rate the Notes notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, Act selected by the Company as a replacement agency); and;
(iib) no Default or Event of Default shall have occurred and be continuing (collectivelycontinuing, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)the following paragraph, the application of the following sections shall Sections of this Indenture will be suspendedsuspended and notice thereof provided to the Trustee:
(1) Section 4.104.07;
(2) Section 4.074.08;
(3) Section 4.09;
(4) Section 4.084.10;
(5) Section 4.154.11;
(6) Section 4.114.16;
(7) clause (iv) of Section 5.01(a)4.18;
(8) clauses (i)(a) and (iii) of Section 4.174.19; and
(9) Section 4.135.01(4).
(bc) During any period that the application of the foregoing covenants have Sections of this Indenture has been suspended (a “Suspension Period”notice of which shall be provided the Trustee), the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 4.18 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such timeor the second paragraph of the definition of “Unrestricted Subsidiary.”
(cd) Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned by either such rating agency should subsequently decline and the Notes are not rated to below Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the NotesBBB-, respectively, the equivalent investment grade credit rating from another nationally recognized statistical rating organization), application of the foregoing covenants Sections of this Indenture will be reinstated reinstituted as of and from the date of such rating declinedecline and notice thereof provided to the Trustee. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect since the date hereof of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant the application of Section 4.07 was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended.
(de) The Company Trustee shall give prompt written have no obligation to verify the information contained in any such notice or to provide Holders notice of any Covenant Suspension Event and the commencement or termination of any Covenant Suspension Event a suspension period pursuant to the Trusteethis Section 4.20.
Appears in 1 contract
Changes in Covenants When Notes Rated Investment Grade. (a) If If, on any date date, following the date hereofNotes Issue Date:
(i1) the Notes are rated Baa3 or better by Xxxxx’x or BBB- or better by Standard & Poor’s (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act, selected by the Company as a replacement agency)receive at least two Investment Grade Issue Ratings; and
(ii2) no Default or Event of Default shall have occurred and be continuing (collectivelycontinuing, a “Covenant Suspension Event”); then, beginning on that day date and subject continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, the covenants set forth in Sections 4.09 (and Section 3.09 to the provisions extent it relates to Asset Sale Offers), 4.10, 4.15, 4.24, 4.25, 4.30 and clause (d) of Section 4.19(b5.01 will no longer be applicable to the Notes.
(b) In addition, on any date following the date on which the Company satisfies the conditions in clauses (1) and (2) of this Section 4.33(a), the following sections covenants set forth in Sections 4.08 and 4.20 shall be suspendedof no further force and effect and shall be replaced with the following: “The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, permit, suffer to exist or otherwise be or become liable with respect to, contingently or otherwise (collectively, “incur”), any Indebtedness and the Company will not permit any of its Restricted Subsidiaries to issue preferred stock; provided, however, that the Company and any Guarantor may incur Indebtedness or directly or indirectly create or incur or otherwise be or become liable with respect to any Guarantee if such Indebtedness or Guarantee would have been permitted to be incurred pursuant to any of clauses (d) through (r) of Section 4.08 (prior to giving effect to the change in covenants contemplated by this Section 4.33(b)) or either of the following conditions are satisfied:
(1) the Company shall have delivered to the Trustee a certificate of an Authorized Officer of the Company certifying that the amount of all Senior Debt (excluding Working Capital Debt and excluding all Indebtedness or Guarantees that would have been permitted to be incurred pursuant to clauses (f), (g), (h), (i), (j), (k), (l), (m), (o), (p) and (q) of Section 4.10;4.08 (prior to giving effect to the change in covenants contemplated by this Section 4.33(b))) outstanding after giving effect to the incurrence of the Indebtedness and the application of the proceeds therefrom, is capable of being amortized to a zero balance by the termination date of the last to terminate of the Applicable Facility LNG Sale and Purchase Agreements such that the Projected Debt Service Coverage Ratio after the last Guaranteed Substantial Completion Date with respect to any Trains then in construction (or if the In-Service Date has occurred with respect to all Trains, the date of incurrence of the Indebtedness) through the terms of such Applicable Facility LNG Sale and Purchase Agreements, would be at least 1.5 to 1.0; provided that the Projected Debt Service Coverage Ratio shall be calculated (i) solely with respect to Contracted Cash Flow; and (ii) using an interest rate equal to the weighted average interest rate of all such Senior Debt outstanding after giving effect to the incurrence of the Indebtedness and the application of the proceeds therefrom; or
(2) Section 4.07;(A) the Indebtedness to be incurred has received at least two Investment Grade Ratings and (B) the Company shall have received letters from any two Acceptable Rating Agencies (or if only one Acceptable Rating Agency is then rating the Notes, the Company shall have received a letter from that Acceptable Rating Agency) to the effect that the Acceptable Rating Agency has considered the contemplated incurrence, and that, if the contemplated incurrence is consummated, such Acceptable Rating Agency would reaffirm the Investment Grade Issue Rating of the Notes as of the date of such incurrence.”
(3) Section 4.09;
In the event that the Company satisfies the conditions set forth in clauses (41) Section 4.08;
and (5) Section 4.15;
(6) Section 4.11;
(7) clause (iv2) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) During any period that the foregoing covenants have been suspended (a “Suspension Period”4.33(a), the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time.
(c) Notwithstanding the provisions of Section 4.19(a) above, if the rating assigned by such rating agency should subsequently decline and the Notes are not rated Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the Notes, the equivalent investment grade credit rating from another nationally recognized statistical rating organization), the foregoing covenants Company will be reinstated as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date hereof except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended.
(d) The Company shall give prompt provide written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event such event to the Trustee.
Appears in 1 contract
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofIssue Date:
(i1) the Notes are rated Baa3 or better Investment Grade by Xxxxx’x or BBB- or better by Standard & Poor’s (or, if either such entity ceases to rate the Notes for reasons outside two out of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act, selected by the Company as a replacement agency)three Rating Agencies; and
(ii2) no Default or Event of Default shall have occurred and be continuing with respect to the Notes (collectivelyother than with respect to Sections of this First Supplemental Indenture listed in the following list), a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)the following paragraph, the following sections shall be suspended:
(1) Section provisions of Sections 4.07, 4.08, 4.09, 4.10;
(2) Section 4.07;
, 4.11, and 4.18 of this First Supplemental Indenture and clause (3) Section 4.09;
(to the extent that a Default or Event of Default exists by reason of one or more of the Sections in this list) and clause (4) Section 4.08;
(5) Section 4.15;
(6) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a) and (iii) 5.01 of Section 4.17; and
(9) Section 4.13.
(b) the Base Indenture will be suspended. During any period that the foregoing covenants have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time4.18 or the definition of “Unrestricted Subsidiary.
(c) ” Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned by such rating agency two of the three Rating Agencies should subsequently decline and the Notes are not rated Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the Notes, the equivalent investment grade credit rating from another nationally recognized statistical rating organization)below Investment Grade, the foregoing covenants will be reinstated reinstituted with respect to the Notes as of and from the date of such rating declinedecline and any actions taken, or omitted to be taken, before such rating decline that would have been prohibited had the foregoing covenants been in effect shall not form the basis for a Default or an Event of Default. Calculations In the event of such a reinstatement, calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date hereof Issue Date except that no default Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant Section 4.07 was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Samples: First Supplemental Indenture (Metropcs Communications Inc)
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereof:
Closing Date: (i) the Notes are rated Baa3 or better by Xxxxx’x or and BBB- or better by Standard & Poor’s S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, Act selected by the Company as a replacement agency); and
and (ii) no Default or Event of Default shall have occurred and be continuing (collectivelycontinuing, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b)the following paragraph, the covenants specifically listed under the following sections shall in this Supplemental Indenture will be suspended:
(1) Section 4.104.07;
(2) Section 4.074.08;
(3) Section 4.09;
(4) Section 4.084.10;
(5) Section 4.154.11;
(6) the second paragraph of Section 4.11;4.18; and
(7) clause (iv3) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) During any period that the foregoing covenants have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such timeSubsidiaries.
(c) Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned by either such rating agency should subsequently decline and the Notes are not rated to below Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the NotesBBB-, the equivalent investment grade credit rating from another nationally recognized statistical rating organization)respectively, the foregoing covenants will be reinstated reinstituted as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 or Section 4.09 will be made as if Section 4.07 or Section 4.09, as the case may be, had been in effect since the date hereof Closing Date except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment or incurrence of Indebtedness made while that such relevant covenant was suspendedsuspended and it being understood that no actions taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the covenants listed in Section 4.19(a)(1) through (7) above. Notwithstanding that the All Indebtedness incurred while Section 4.09 was suspended covenants may be reinstated, no default will be deemed to have occurred as a result been incurred in reliance upon the exception provided for “Indebtedness existing on the Closing Date” provided by the first paragraph of a failure to comply with such suspended covenants during any period such covenants have been suspendedSection 4.09(a).
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereofof this Indenture:
(i1) the applicable series of Notes are rated Baa3 or better by Xxxxx’x or Moody's and BBB- or better by Standard & Poor’s S&P (or, if either such entity ceases to rate the such Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “"nationally recognized statistical rating organization” " within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, Act selected by the Company as a replacement agencyagency (a "Replacement Agency")); and
(ii2) no Default or Event of Default shall have occurred and be continuing (collectivelycontinuing, a “Covenant Suspension Event”); then, beginning on that day (the "Rating Event Date") and subject to the reinstatement provisions of Section 4.19(b)described below, the following sections provisions of this Indenture shall be suspended:
(1suspended with respect to such series of Notes: Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.15, 4.18, clauses 1(a) and 3 of Section 4.10;
(2) Section 4.07;
(3) Section 4.09;
(4) Section 4.08;
(5) Section 4.15;
(6) Section 4.11;
(7) 4.16 and clause (iv) 4 of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) During Following the Rating Event Date and so long as any period that of the foregoing covenants have been suspended (a “Suspension Period”)Notes are outstanding and no Downgrade Date subsequently has occurred and is continuing, the Company shall not pledge, mortgage, hypothecate or permit to exist any mortgage, pledge or other Lien upon any property or assets at any time directly owned by the Company to secure any Indebtedness without making effective provisions whereby the Notes shall be equally and ratably secured with any and all such Indebtedness and with any other Indebtedness similarly entitled to be equally and ratably secured; provided, however, that this restriction shall not apply to or prevent the creation or existence of:
(a) Liens existing on the Rating Event Date, (b) purchase money Liens which do not exceed the cost or value of the purchased property or assets, and (c) other Liens which, taken together with the Liens described in the preceding clauses (a) and (b) of this sentence, have an aggregate principal amount that does not, on the date of incurrence, exceed 15% of the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time's Consolidated Net Assets.
(c) Notwithstanding the provisions of Section 4.19(aSections 4.21(a) aboveand (b) hereof, if on any date after the rating Rating Event Date the ratings assigned by such rating agency Moody's and S&P should subsequently decline to below Baa3 and the Notes are not rated Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s BBB-, respectively (or or, if either such agency entity ceases to rate such Notes for reasons outside the Notescontrol of the Company, the Replacement Agency's assigned rating should decline to below the equivalent investment grade credit rating from another nationally recognized statistical rating organizationof such Moody's or S&P rating), then all of the foregoing covenants will suspended provisions described in Section 4.21(a) shall be reinstated as of and from the such date of such rating declinedecline (the "Downgrade Date"). Calculations Upon the occurrence of a Downgrade Date, the following shall occur:
(1) calculations under the reinstated Section 4.07 will be made as if that Section 4.07 had been in effect since the date hereof of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant Section 4.07 was suspended. Notwithstanding ;
(2) if Note Guarantees were released during the period between the Rating Event Date and Downgrade Date pursuant to Section 10.05 then the Company shall use all commercially reasonable efforts to cause each of the Persons who were Guarantors before the Rating Event Date to execute new Note Guarantees and to execute one or more supplemental indentures and deliver one or more Opinions of Counsel satisfactory to the Trustee within 60 days of the Downgrade Date; provided that the suspended covenants any such Person that constitutes an Immaterial Subsidiary on such Downgrade Date shall not be required to become a Guarantor until such time as it may cease to be reinstated, an Immaterial Subsidiary;
(3) no default will Default shall be deemed to have occurred as a result to the extent that Liens were released in accordance with the terms of a failure to comply with such suspended covenants this Indenture during any the period such covenants have been suspended.following the Rating Event Date and the Downgrade Date; and
(d4) The if Liens on Equity Interests securing the Notes were released during the period between the Rating Event Date and Downgrade Date, then the Company shall give prompt written notice of any Covenant Suspension Event and the termination Guarantors shall use all commercially reasonable efforts to pledge, as security for the Notes following the Downgrade Date, the Equity Interests that had been subject to Liens securing the Notes before the Rating Event Date and to execute one or more supplemental indentures and/or supplements to the Security Documents and to deliver one or more Opinions of any Covenant Suspension Event Counsel, in each case satisfactory to the Trustee, within 60 days of the Downgrade Date; provided that no Default shall be deemed to have occurred solely by reason of the new pledge of such Equity Interests to secure the Notes if such new Liens would cause the Company and the Guarantors to exceed the limit on Parity Liens and other Liens imposed pursuant to the definition of Permitted Liens. No intervening acts or events occurring while such covenants set forth in Section 4.21(a) hereof were suspended which would constitute a default if such covenants had been in effect shall give rise to any default after the reinstatement of such covenants.
Appears in 1 contract
Samples: Indenture (Dynegy Inc /Il/)
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereof:
(i) the Notes are rated Baa3 or better by Xxxxx’x or BBB- or better by Standard & Poor’s (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act, selected by the Company as a replacement agency); and
(ii) no Default or Event of Default shall have occurred and be continuing (collectively, a “Covenant Suspension Event”); then, beginning on that day and subject to the provisions of Section 4.19(b), the following sections shall be suspended:
(1) Section 4.10;
(2) Section 4.07;
(3) Section 4.09;
(4) Section 4.08;
(5) Section 4.15;
(6) Section 4.11;
(7) clause (iv) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) During any period that the foregoing covenants have been suspended (a “Suspension Period”), the Company’s Board of Directors may not designate any of its 67 Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time.
(c) Notwithstanding the provisions of Section 4.19(a) above, if the rating assigned by such rating agency should subsequently decline and the Notes are not rated Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the Notes, the equivalent investment grade credit rating from another nationally recognized statistical rating organization), the foregoing covenants will be reinstated as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date hereof except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended.
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Samples: Exhibit
Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the date hereof:
of this Indenture: (i) the Notes are rated Baa3 or better by Xxxxx’x or Mxxxx’x and BBB- or better by Standard & Poor’s S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, Act selected by the Company as a replacement agency); and
and (ii) no Default or Event of Default shall have occurred and be continuing, then, beginning on that day and continuing (collectively, a “Covenant Suspension Event”); at all times thereafter regardless of any subsequent changes in the rating of the Notes then, beginning on that day and subject to the provisions of Section 4.19(b)the following paragraph, the covenants specifically listed under the following sections shall in this Indenture will be suspended:
(1) Section 4.104.07;
(2) Section 4.074.08;
(3) Section 4.09;
(4) Section 4.084.10;
(5) Section 4.15;4.11; and
(6) Section 4.11;
(7) clause (iv3) of Section 5.01(a);
(8) clauses (i)(a) and (iii) of Section 4.17; and
(9) Section 4.13.
(b) During any period that the foregoing covenants have been suspended (a “Suspension Period”)suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such timeSubsidiaries.
(c) Notwithstanding the provisions of Section 4.19(a) aboveforegoing, if the rating assigned by either such rating agency should subsequently decline and the Notes are not rated to below Baa3 or better by Xxxxx’x nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the NotesBBB-, the equivalent investment grade credit rating from another nationally recognized statistical rating organization)respectively, the foregoing covenants will be reinstated reinstituted as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 or Section 4.09 covenants will be made as if Section 4.07 or Section 4.09, as the case may be, had been in effect since the date hereof of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment or incurrence of Indebtedness made while that such relevant covenant was suspended. Notwithstanding suspended and it being understood that no actions taken by (or omissions of) the suspended Company or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspendedlisted this Section 4.21(a)(1)-(6).
(d) The Company shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee.
Appears in 1 contract
Samples: Indenture (Hanesbrands Inc.)
