Convertible Subordinated Debt. At any time, directly or indirectly, pay, prepay, repurchase, redeem, retire or otherwise acquire, or make any payment on account of any principal of, interest on or premium payable in connection with the repayment or redemption of the Convertible Subordinated Debt, except that, on or prior to the Convertible Subordinated Debt Maturity Date, Quantum shall satisfy the Specified Convertible Subordinated Debt Condition, provided that, in connection with any repayment, prepayment, repurchase, redemption, retirement or other acquisition of the Convertible Subordinated Debt: (A) immediately after giving effect to any such repayment, prepayment, repurchase, redemption, retirement or other acquisition, Quantum and its Subsidiaries, on a consolidated basis, shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.5(a) and 6.5(c) hereof, recomputed for the most recently ended fiscal month for which financial statements are required to be delivered pursuant to Section 9.9 hereof (for the avoidance of doubt, the month ending October 31, 2017), (B) immediately after giving effect to any such repayment, prepayment, repurchase, redemption, retirement or other acquisition, the Senior Net Leverage Ratio for Quantum and its Subsidiaries, on a consolidated basis, shall be less than or equal to 3.00 to 1.00 on a pro forma basis for the four (4) consecutive fiscal quarters ending immediately prior to any such repayment, prepayment, repurchase, redemption, retirement or other acquisition, recomputed for the most recently ended fiscal month for which financial statements are required to be delivered pursuant to Section 9.9 hereof, (C) on the date of any such repayment, prepayment, repurchase, redemption, retirement or other acquisition and immediately after giving effect thereto, each of the Convertible Subordinated Debt Payment Conditions shall have been satisfied, and (D) on or before the date of any such repayment, prepayment, repurchase, redemption, retirement or other acquisition, Borrowing Agent shall have delivered to Agent, in form and substance satisfactory to Agent, a Compliance Certificate demonstrating by reasonably detailed calculations (including without limitation a calculation of EBITDA) that, upon giving effect to any repayment, prepayment, repurchase, redemption, retirement or other acquisition, Quantum and its Subsidiaries were and will be in compliance with the conditions set forth in clauses (A) through (C) of this prov...
Convertible Subordinated Debt. The holder of $30.0 million aggregate principal amount of Prison Realty's 7.5% convertible, subordinated debt due February 2005 shall not have accelerated the maturity of such debt or shall have exchanged such debt for such other securities as are acceptable to Prison Realty.
Convertible Subordinated Debt. Unsecured Indebtedness of DBI evidenced by the Subordinated Indenture and the Subordinated Notes.
Convertible Subordinated Debt. (a) At least 180 days prior to ----------------------------- maturity thereof (the "Required Refinance Date"), refinance, obtain an extension ----------------------- of the maturity date for, (provided that in connection with such refinancing or extension, the maturity date of the Convertible Subordinated Debt is extended to a date after the Maturity Date), or convert or exchange (provided that no Change of Control results therefrom), some or all of the Convertible Subordinated Debt on terms and in form and substance satisfactory to Agent and provided the foregoing shall not result in aggregate cash payments to or on behalf of such holders in excess of (i) $55,000,000 upon the consummation of such refinancing or exchange, and (ii) $22,500,000 on or before the maturity of any Convertible Subordinated Debt not extinguished pursuant to such refinancing or exchange; provided, however, the maximum amount of cash payments permitted under (i) and -------- ------- (ii) above shall not exceed $70,000,000; and (b) on the Required Refinance Date, deliver projections in form and substance satisfactory to Agent demonstrating that Borrowers will have the ability to pay, in full, on the maturity date thereof the amount of any Convertible Subordinated Debt not refinanced, extended, converted or exchanged pursuant to clause (a) above, and demonstrating that, both before and after giving effect to such maturity payment, Borrowers will have Excess Availability of not less than $10,000,000; provided, in -------- connection with any cash payments made to the holders of Convertible Subordinated Debt whether on or before the Required Refinance Date or the scheduled maturity thereof, (i) no Default or Event of Default shall exist at the time of any such payment or result therefrom, and (ii) both before and after giving effect to any such payment, Borrowers shall have Excess Availability of not less than $10,000,000."
3. Waiver to Section 7.1(d) of the Loan Agreement. The Agent and the ---------------------------------------------- Lenders hereby waive the requirements of Section 7.1(d), including their rights and remedies under the Loan Agreement arising therefrom, as necessary to permit refinancing and/or conversion of the outstanding Convertible Subordinated Debt in accordance with the Exchange Offer and upon the following terms and conditions:
(a) the total cash proceeds paid by the Borrowers in connection with the Exchange Offer shall not exceed (i) $55,000,000 upon the consu...
Convertible Subordinated Debt. Section 7.18 of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:
Convertible Subordinated Debt. At any time, directly or indirectly, pay, prepay, repurchase, redeem, retire or otherwise acquire, or make any payment on account of any principal of, interest on or premium payable in connection with the repayment or redemption of the Convertible Subordinated Debt, except that, (a) prior to the Second Amendment Effective Date, Quantum may repay, prepay, repurchase, redeem, retire or otherwise acquire up to $13,000,000 of the Convertible Subordinated Debt, and (b) on or prior to the Convertible Subordinated Debt Maturity Date, Quantum shall satisfy the Specified Convertible Subordinated Debt Condition, provided that, in connection with any repayment, prepayment, repurchase, redemption, retirement or other acquisition of the Convertible Subordinated Debt (other than the repayment, prepayment, repurchase, redemption, retirement or other acquisition permitted pursuant to clause (a) above): (1) on the date of any such repayment, prepayment, repurchase, redemption, retirement or other acquisition and immediately after giving effect thereto, each of the Convertible Subordinated Debt Payment Conditions shall have been satisfied, and (2) on or before the date of any such repayment, prepayment, repurchase, redemption, retirement or other acquisition, Borrowing Agent shall have delivered to Agent, in form and substance satisfactory to Agent, a Compliance Certificate demonstrating by reasonably detailed calculations (including without limitation a calculation of EBITDA) that, upon giving effect to any repayment, prepayment, repurchase, redemption, retirement or other acquisition, Quantum and its Subsidiaries were and will be in compliance with the Convertible Subordinated Debt Payment Conditions.”
Convertible Subordinated Debt. Falcon's Indebtedness for ----------------------------- Money Borrowed in the aggregate principal amount of $4,150,000 incurred pursuant to the Convertible Subordinated Debentures. Credit Agreement - as defined in the Subordinated Note ---------------- Indenture, as in existence on the Closing Date. Credit Facilities - as defined in the Subordinated Note ----------------- Indenture, as in existence on the Closing Date. Current Assets - at any date means the amount at which all -------------- of the current assets of a Person would be properly classified as current assets shown on a balance sheet at such date in accordance with GAAP. Default - an event or condition the occurrence of which ------- would, with the lapse of time or the giving of notice, or both, become an Event of Default.
Convertible Subordinated Debt. Falcon's Indebtedness for ----------------------------- Money Borrowed in the aggregate principal amount of $4,150,000 incurred pursuant to the Convertible Subordinated Debentures. Credit Agreement - as defined in the Subordinated Note ---------------- Indenture, as in existence on the Closing Date. Credit Facilities - as defined in the Subordinated Note ----------------- Indenture, as in existence on the Closing Date. Current Assets - at any date means the amount at which all -------------- of the current assets of a Person would be properly classified as current assets shown on a balance sheet at such date in accordance with GAAP. Default - an event or condition the occurrence of which ------- would, with the lapse of time or the giving of notice, or both, become an Event of Default. Default Rate - the Tranche A Default Rate or the Tranche B ------------ Default Rate, as applicable. Derivative Obligations - every obligation of a Person ---------------------- under any forward contract, futures contract, exchange contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreement), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices. Designated Senior Debt - as defined in the Subordinated ---------------------- Note Indenture, as in existence on the Closing Date. Distribution - in respect of any Person means and ------------ includes: (i) the payment of any dividends or other distributions on Securities of such Person (except distributions in such Securities) and (ii) the redemption or acquisition of Securities of such Person, including the acquisition of Securities of Epic by Falcon, as the case may be, unless made contemporaneously from the net proceeds of the sale of Securities. Domestic Subsidiary - any now or hereafter existing ------------------- Subsidiary of any Borrower that is incorporated under the laws of a State of the United States or the District of Columbia. Dominion Account - a special bank account or accounts of ---------------- Agent established by a Borrower pursuant to subsection 6.2.4 of the Agreement at banks selected by such Borrower, but acceptable to Agent in its reasonable discretion, and over which Agent shall have sole and exclusive access and control for withdrawal purposes. Eligible Account - an Account arising in the ordinary ---------------- course of the business of a Borrower from the sale of ...
Convertible Subordinated Debt. (a) At least 180 days prior to maturity ----------------------------- thereof (the "Required Refinance Date"), refinance (in accordance with Section ----------------------- ------- 7.1(d) hereof), obtain an extension of the maturity date for, (provided that in ------ connection with such refinancing or extension, the maturity date of the Convertible Subordinated Debt is extended to a date after the Maturity Date), or convert or exchange (provided that no Change of Control results therefrom), not less than 80% (in principal amount) of the Convertible Subordinated Debt on terms and in form and substance satisfactory to Agent and provided the foregoing shall not result in aggregate cash payments to or on behalf of such holders in excess of $20,000,000, and (b) on the Required Refinance Date, deliver projections in form and substance satisfactory to Agent demonstrating that Borrowers will have the ability to pay, in full, on the maturity date thereof the amount of any Convertible Subordinated Debt not refinanced, extended, converted or exchanged pursuant to clause (a) above, and demonstrating that, both before and after giving effect to such maturity payment, Borrowers will have Excess Availability of not less than $10,000,000; provided, in connection -------- with any cash payments made to the holders of Convertible Subordinated Debt whether on or before the Required Refinance Date or at the scheduled maturity thereof, (i) no Default or Event of Default shall exist at the time of any such payment or result therefrom, and (ii) both before and after giving effect to any such payment, Borrowers shall have Excess Availability of not less than $10,000,000.
Convertible Subordinated Debt. The Indebtedness arising under that certain Indenture dated as of March 1, 1996, by and between Sanifill and Texas Commerce Bank National Association as Trustee, as in effect on the date hereof, provided, that the Obligations and the Guaranteed Obligations shall be "Senior Indebtedness" thereunder.
