Common use of Financing Agreements, etc Clause in Contracts

Financing Agreements, etc. Notwithstanding any other provision of this ------------------------- Agreement, Holding shall not be permitted or obligated to repurchase any Shares from the Purchaser if (i) such repurchase (or the payment by the Company of a dividend to Holding to fund such repurchase) would result in a violation of the terms or provisions of, or result in a default or an event of default under, (A) - the Amended and Restated Credit Agreement, dated as of April 28, 2000, as amended (the "Credit Agreement"), among the Company, The Chase Manhattan Bank ("Chase"), as administrative agent, Bank of America, N.A., as syndication agent, Xxxxxxx Xxxxx Credit Partners, L.P., as documentation agent, and the other banks and financial institutions party thereto from time to time, (B) the Guarantee, dated as of April 28, 2000 (the "Guarantee"), - made by Holding, as Guarantor, in favor of Chase as administrative agent for the several banks and other financial institutions named thereunder, (C) the - Indenture, dated as of November 30, 1993, (the "Indenture") among the Company, Holding, as guarantor, and First Trust National Association, as Trustee, or (D) - any other financing or security agreement or document entered into in connection with the acquisition by Holding of substantially all the assets of the corporation then named Sporting Goods Properties, Inc. ("Sporting Goods") and certain related assets of Sporting Goods' parent E.I. du Pont de Nemours and Company ("DuPont"), a Delaware corporation, from Sporting Goods and DuPont, on December 1, 1993 (the "Acquisition"), or the financing of the Acquisition, or the Credit Agreement, or in connection with the operations of Holding or its subsidiaries from time to time (the Credit Agreement, the Guarantee, any Indenture, and such other agreements and documents, as each may be amended, modified or supplemented from time to time, are hereinafter referred to as the "Financing Agreements"), in each case as the same may be amended, modified or supplemented from time to time, (ii) such repurchase would violate any of the -- terms or provisions of the Certificate of Incorporation of Holding or (iii) --- Holding has no funds legally available therefor under the General Corporation Law of the State of Delaware.

Financing Agreements, etc. Notwithstanding any other provision of this ------------------------- Agreement, Holding the Company shall not be obligated or permitted or obligated to repurchase purchase any Shares Covered Options from the Purchaser Grantee if (i) such repurchase (or the payment by the Company of a dividend to Holding to fund such repurchase) purchase would result in a violation of the terms or provisions of, or result in a default or an event of default under, (A) - the Amended and Restated Credit Agreement, (B) the Equipment Packaging Machinery Credit Agreement, dated as of April 28March 21, 2000, as amended 1996 (the "Credit PMC Agreement"), among the CompanyRiverwood International Machinery, The Chase Manhattan Bank ("Chase")Inc., Chemical Bank, as administrative agent, Bank of America, N.A., as syndication agent, Xxxxxxx Xxxxx Credit Partners, L.P., as documentation agent, and the other banks and financial institutions lenders party thereto from time to time, (B) the Guarantee, dated as of April 28, 2000 (the "Guarantee"), - made by Holding, as Guarantor, in favor of Chase as administrative agent for the several banks and other financial institutions named thereunder, (C) the - Indenture, dated as of November 30March 27, 19931996, among Parent, as issuer, the Company and Newco, as guarantors, and Fleet National Bank of Connecticut, as trustee (the "Senior Note Indenture"), (D) the Indenture, dated as of March 27, 1996, among the Company, HoldingParent, as guarantorissuer, the Company and Newco, as guarantors, and First Trust Fleet National AssociationBank of Massachusetts, as Trusteetrustee (together with the Senior Note Indenture, the "Indentures"), or (DE) - any other guarantee, financing or security agreement or document entered into (I) by Riverwood or any of its subsidiaries prior to the Closing Date that remains outstanding in any part on or after the Closing Date, (II) by the Company or any of its subsidiaries in connection with the acquisition by Holding of substantially all the assets of the corporation then named Sporting Goods Properties, Inc. ("Sporting Goods") and certain related assets of Sporting Goods' parent E.I. du Pont de Nemours and Company ("DuPont"), a Delaware corporation, from Sporting Goods and DuPont, on December 1, 1993 (the "Acquisition"), or the financing of the Acquisition, or the Credit Agreement, or (III) otherwise from time to time in connection with the operations of Holding the Company, Riverwood or its subsidiaries from time to time any of the other Subsidiaries (the Credit Agreement, the Guarantee, any Indenture, Indentures and such other agreements and documents, as each may be amended, modified or supplemented from time to time, are hereinafter referred to herein as the "Financing Agreements"), in each case as the same may be amended, modified or supplemented from time to time, (ii) such repurchase purchase would violate any of the -- terms or provisions of the Certificate of Incorporation of Holding the Company or (iii) --- Holding the Company has no funds legally available therefor under the General Corporation Law of the State of Delaware.

Financing Agreements, etc. Notwithstanding any other provision ------------------------- of this ------------------------- Agreement, Holding the Company shall not be obligated or permitted or obligated to repurchase pay the purchase price for any Shares Covered Options that the Company may elect to purchase from the Purchaser Grantee pursuant to Section 5(c) if (i) such repurchase (or the payment by the Company of a dividend to Holding to fund such repurchase) purchase price would result in a violation of the terms or provisions of, or result in a default or an event of default under, (A) - the Amended and Restated Credit Agreement, dated as of April 28- March 21, 2000, as amended 1996 (the "Credit Agreement"), among Riverwood, the Companyother borrowers ---------------- party thereto, The Chase Manhattan Bank ("Chase")Bank, as administrative agent, Bank of America, N.A., as syndication agent, Xxxxxxx Xxxxx Credit Partners, L.P., as documentation agent, and the other banks and financial institutions lenders party thereto from time to time, (B) the GuaranteeEquipment Packaging Machinery - Credit Agreement, dated as of April 28March 21, 2000 1996 (the "GuaranteePMC Agreement"), - made by Holdingamong Riverwood International Machinery, Inc., The Chase Manhattan Bank, as Guarantoradministrative agent, in favor of Chase as administrative agent for and the several banks and other financial institutions named thereunderlenders party thereto from time to time, (C) the - Indenture, dated as of November 30March 27, 19931996, as supplemented, among Riverwood, as issuer, the Company and RIC Holding, Inc., as guarantors, and Fleet National Bank of Connecticut, as trustee (the "Senior Note Indenture"), (D) the - Indenture, dated as of March 27, 1996, as supplemented, among Riverwood, as issuer, the Company, Company and RIC Holding, as guarantorguarantors, and First Trust Fleet National AssociationBank of Massachusetts, as Trusteetrustee (together with the Senior Note Indenture, the "Indentures"), or (DE) - any other guarantee, financing or security agreement or - document entered into (I) by Former Riverwood or any of its subsidiaries prior - to the Acquisition that remains outstanding in any part on or after the Acquisition, (II) by the Company or any Subsidiary in connection with the acquisition by Holding of substantially all the assets of the corporation then named Sporting Goods Properties, Inc. ("Sporting Goods") and certain related assets of Sporting Goods' parent E.I. du Pont de Nemours and Company ("DuPont"), a Delaware corporation, from Sporting Goods and DuPont, on December 1, 1993 (the "-- Acquisition"), or the financing of the Acquisition, or the Credit Agreement, or (III) otherwise from time --- to time in connection with the operations of Holding the Company or its subsidiaries from time to time the Subsidiaries (the Credit Agreement, the Guarantee, any Indenture, Indentures and such other agreements and documents, as each may be amended, modified or supplemented from time to time, are hereinafter referred to herein as the "Financing Agreements"), in each case as the same may be -------------------- amended, modified or supplemented from time to time, (ii) the payment of such repurchase -- purchase price would violate any of the -- terms or provisions of the Certificate of Incorporation of Holding the Company or (iii) --- Holding the Company has no funds legally --- available therefor under the General Corporation Law of the State of Delaware.

Financing Agreements, etc. Notwithstanding any other provision of this ------------------------- Agreement, Holding the Company shall not be obligated or permitted or obligated to complete a repurchase of any Shares from the Purchaser if (i) such repurchase (or the payment by the Company of a dividend to Holding to fund such repurchase) would result in a violation of the terms or provisions of, or result in a default or an event of default under, (A) - the Amended and Restated Credit Agreement, dated as of April 28March 21, 2000, as amended 1996 (the "Credit Agreement"), among Parent, the Companyother borrowers party thereto, The Chase Manhattan Bank ("Chase")Chemical Bank, as administrative agent, Bank of America, N.A.and the lenders party thereto from time to time, as syndication agentsuch agreement may be assumed by RIC as successor in interest to Parent, Xxxxxxx Xxxxx (B) the Equipment Packaging Machinery Credit PartnersAgreement, L.P.dated as of March 21, 1996 (the "PMC Agreement"), among Riverwood International Machinery, Inc., Chemical Bank, as documentation administrative agent, and the other banks and financial institutions lenders party thereto from time to time, (B) the Guarantee, dated as of April 28, 2000 (the "Guarantee"), - made by Holding, as Guarantor, in favor of Chase as administrative agent for the several banks and other financial institutions named thereunder, (C) the - Indenture, dated as of November 30March 27, 19931996, among Parent, as issuer, the Company and Newco, as guarantors, and Fleet National Bank of Connecticut, as trustee (the "Senior Note Indenture"), (D) the Indenture, dated as of March 27, 1996, among the Company, HoldingParent, as guarantorissuer, the Company and Newco, as guarantors, and First Trust Fleet National AssociationBank of Massachusetts, as Trusteetrustee (together with the Senior Note Indenture, the "Indentures"), or (DE) - any other guarantee, financing or security agreement or document entered into (I) by Riverwood or any of its subsidiaries prior to the Effective Time that remains outstanding in any part on or after the Effective Time, (II) by the Company or any of its subsidiaries in connection with the acquisition by Holding of substantially all the assets of the corporation then named Sporting Goods Properties, Inc. ("Sporting Goods") and certain related assets of Sporting Goods' parent E.I. du Pont de Nemours and Company ("DuPont"), a Delaware corporation, from Sporting Goods and DuPont, on December 1, 1993 (the "Acquisition"), or the financing of the Acquisition, Acquisition or the Credit Agreement, or (III) otherwise from time to time in connection with the operations of Holding the Company, RIC or its subsidiaries from time to time the Subsidiaries (the Credit Agreement, the GuaranteePMC Agreement, any Indenture, the Indentures and such other agreements and documents, as each may be amended, modified or supplemented from time to time, are hereinafter referred to herein as the "Financing Agreements"), in each case as the same may be amended, modified or supplemented from time to time, (ii) such repurchase would violate any of the -- terms or provisions of the Certificate of Incorporation of Holding the Company or (iii) --- Holding the Company has no funds legally available therefor under the General Corporation Law of the State of Delaware.

Financing Agreements, etc. Notwithstanding any other provision of this ------------------------- Agreement, Holding the Company shall not be obligated or permitted or obligated to complete a repurchase of any Shares from the Purchaser if (i) such repurchase (or the payment by the Company of a dividend to Holding to fund such repurchase) would result in a violation of the terms or provisions of, or result in a default or an event of default under, (A) - the Amended and Restated Credit Agreement, dated as of April 28March 20, 20001996, as amended (the "Credit Agreement"), among RIC (as successor to Parent), the Companylenders party thereto and The Chase Manhattan Bank as administrative agent, (B) the Machinery Credit Agreement, dated as of March 27, 1996, as amended (the "Machinery Credit Agreement"), among Riverwood International Machinery, Inc., the lenders party thereto, The Chase Manhattan Bank ("Chase"), as administrative agent, agent and Bank of America, N.A., as syndication agent, Xxxxxxx Xxxxx Credit Partners, L.P., America NT & SA as documentation agent, and the other banks and financial institutions party thereto from time to time, (B) the Guarantee, dated as of April 28, 2000 (the "Guarantee"), - made by Holding, as Guarantor, in favor of Chase as administrative agent for the several banks and other financial institutions named thereunder, (C) the - Indenture, dated as of November 30March 27, 19931996, as supplemented, among RIC, Parent, the Company and Fleet National Bank of Connecticut as Trustee, relating to Parent's 10-1/4% Senior Notes due 2006 that have been assumed by RIC (the "Senior Note Indenture"), (D) among the CompanyIndenture, Holdingdated as of March 27, 1996, as guarantorsupplemented, among RIC, Parent, the Company and First Trust Fleet National Association, Bank of Massachusetts as Trustee, relating to Parent's 10-7/8% Senior Subordinated Notes due 2008 that have been assumed by RIC (together with the Senior Note Indenture, the "Indentures"), or (DE) - any other guarantee, financing or security agreement or document entered into (I) by Riverwood or any of its subsidiaries prior to the Effective Time that remains outstanding in any part on or after the Effective Time, (II) by the Company or any of its subsidiaries in connection with the acquisition by Holding of substantially all the assets of the corporation then named Sporting Goods Properties, Inc. ("Sporting Goods") and certain related assets of Sporting Goods' parent E.I. du Pont de Nemours and Company ("DuPont"), a Delaware corporation, from Sporting Goods and DuPont, on December 1, 1993 (the "Acquisition"), or the financing of the Acquisition, Acquisition or the Credit Agreement, or (III) otherwise from time to time in connection with the operations of Holding the Company, RIC or its subsidiaries from time to time the Subsidiaries (the Credit Agreement, the GuaranteeMachinery Credit Agreement, any Indenture, the Indentures and such other agreements and documents, as each may be amended, modified or supplemented from time to time, are hereinafter referred to herein as the "Financing Agreements"), in each case as the same may be amended, modified or supplemented from time to time, (ii) such repurchase would violate any of the -- terms or provisions of the Certificate of Incorporation of Holding the Company or (iii) --- Holding the Company has no funds legally available therefor under the General Corporation Law of the State of Delaware."

Financing Agreements, etc. Notwithstanding any other provision ------------------------- of this ------------------------- Agreement, Holding the Company shall not be obligated or permitted or obligated to repurchase pay the purchase price for any Shares Covered Options that the Company may elect to purchase from the Purchaser Grantee pursuant to Section 5(c) if (i) such repurchase (or the payment by the Company of a dividend to Holding to fund such repurchase) purchase price - would result in a violation of the terms or provisions of, or result in a default or an event of default under, (A) - the Amended and Restated Credit Agreement, dated as of April 28- March 21, 2000, as amended 1996 (the "Credit Agreement"), among Riverwood, the Companyother borrowers ---------------- party thereto, The Chase Manhattan Bank ("Chase")Bank, as administrative agent, Bank of America, N.A., as syndication agent, Xxxxxxx Xxxxx Credit Partners, L.P., as documentation agent, and the other banks and financial institutions lenders party thereto from time to time, (B) the GuaranteeEquipment Packaging Machinery - Credit Agreement, dated as of April 28March 21, 2000 1996 (the "GuaranteePMC Agreement"), - made by Holdingamong Riverwood International Machinery, Inc., The Chase Manhattan Bank, as Guarantoradministrative agent, in favor of Chase as administrative agent for and the several banks and other financial institutions named thereunderlenders party thereto from time to time, (C) the - Indenture, dated as of November 30March 27, 19931996, as supplemented, among Riverwood, as issuer, the Company and RIC Holding, Inc., as guarantors, and Fleet National Bank of Connecticut, as trustee (the "Senior Note Indenture"), (D) the - Indenture, dated as of March 27, 1996, as supplemented, among Riverwood, as issuer, the Company, Company and RIC Holding, as guarantorguarantors, and First Trust Fleet National AssociationBank of Massachusetts, as Trusteetrustee (together with the Senior Note Indenture, the "Indentures"), or (DE) - any other guarantee, financing or security agreement or - document entered into (I) by Former Riverwood or any of its subsidiaries prior - to the Acquisition that remains outstanding in any part on or after the Acquisition, (II) by the Company or any Subsidiary in connection with the acquisition by Holding of substantially all the assets of the corporation then named Sporting Goods Properties, Inc. ("Sporting Goods") and certain related assets of Sporting Goods' parent E.I. du Pont de Nemours and Company ("DuPont"), a Delaware corporation, from Sporting Goods and DuPont, on December 1, 1993 (the "-- Acquisition"), or the financing of the Acquisition, or the Credit Agreement, or (III) otherwise from time --- to time in connection with the operations of Holding the Company or its subsidiaries from time to time the Subsidiaries (the Credit Agreement, the Guarantee, any Indenture, Indentures and such other agreements and documents, as each may be amended, modified or supplemented from time to time, are hereinafter referred to herein as the "Financing Agreements"), in each case as the same may be -------------------- amended, ,modified or supplemented from time to time, (ii) the payment of such repurchase -- purchase price would violate any of the -- terms or provisions of the Certificate of Incorporation of Holding the Company or (iii) --- Holding the Company has no funds legally --- available therefor under the General Corporation Law of the State of Delaware.

Financing Agreements, etc. Notwithstanding any other provision ------------------------- of this ------------------------- Agreement, Holding shall not be obligated or permitted or obligated to repurchase any Shares from the Purchaser if (i) such repurchase (or the payment by the Company of a dividend to Holding to fund such repurchase) would result in a violation of - the terms or provisions of, or result in a default or an event of default by Holding or any of its Subsidiaries under, (A) - the Amended and Restated Credit Agreement, dated as of - April 2830, 2000, as amended 1998 (the "Credit Agreement"), among JCI, the Companyother borrowers thereto, The Chase Manhattan Bank ("Chase")---------------- Credit Suisse First Boston, as administrative agent, Bank of America, N.A., as syndication agent, Xxxxxxx Xxxxx Credit Partners, L.P., as documentation agent, and the other banks and financial institutions lenders party thereto from time to time, (B) the GuaranteeIndenture, dated as of April 2830, 2000 (1998, among - JCI, the "Guarantee")other borrowers thereto and guarantors thereof, - made by Holdingand State Street Bank and Trust Company, as Guarantor, in favor of Chase as administrative agent for the several banks and other financial institutions named thereunder, (C) the - Indenture, dated as of November 30, 1993, trustee (the "Indenture") among the Company, Holding, as guarantor, and First Trust National Association, as Trustee, or (DC) - any other guarantee, --------- - financing or security agreement or document entered into (I) by Holding or any - Subsidiary thereof prior to the closing date of the Acquisition that remains outstanding in any part on or after such closing date, (II) by Holding or any -- such Subsidiary in connection with the acquisition by Holding of substantially all the assets of the corporation then named Sporting Goods Properties, Inc. ("Sporting Goods") and certain related assets of Sporting Goods' parent E.I. du Pont de Nemours and Company ("DuPont"), a Delaware corporation, from Sporting Goods and DuPont, on December 1, 1993 (the "Acquisition"), or the financing of the Acquisition, Acquisition or the Credit Agreement, or (III) otherwise from time to time in connection with the --- operations of Holding or its subsidiaries from time to time Subsidiaries (the Credit Agreement, the Guarantee, any Indenture, Indenture and such other agreements and documents, as each may be amended, modified or supplemented from time to time, are hereinafter referred to herein as the "Financing --------- Agreements"), in each case as the same may be amended, modified or supplemented ---------- from time to time, (ii) such repurchase would violate any of the -- terms or -- provisions of the Certificate Articles of Incorporation of Holding or the laws of Luxembourg or (iii) --- Holding has no funds legally available therefor under the General Corporation Law laws of the State of Delaware--- Luxembourg.