Limitation on Payments of Certain Indebtedness; Modifications of Certain Indebtedness. Modifications of Certificate of Incorporation, By-Laws and Certain Agreements; etc. The REIT will not, and will not permit any of its Subsidiaries to, (i) make (or give any notice in respect of) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any change of control or similar event of, including, in each case without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due, any Permitted Non-Recourse Indebtedness, (ii) make (or give any notice in respect of) any payment or prepayment on or redemption or acquisition for value of, including, in each case without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, any principal, premium, interest or other amounts on the Existing Indebtedness, provided that, so long as no Default or Event of Default then exists, the Borrower may make the scheduled principal and interest payments on the Existing Indebtedness, (iii) amend or modify, or permit the amendment or modification of, any provision of any Permitted Non- Recourse Indebtedness or any agreement (including, without limitation, any purchase agreement, indenture or loan agreement) related thereto (other than any amendment or modification thereto which would not violate or be inconsistent with any of the terms or provisions of this Agreement and could not reasonably be expected to be adverse to the interests of the Banks in any material respect), (iv) amend or modify, or permit the amendment or modification of, any provision of the Debt Agreements, or (v) amend, modify or change its declaration of trust, certificate of incorporation (including, without limitation, by the filing or modification of any certificate of designation), by-laws, certificate of partnership, partnership agreement or any equivalent organizational document, or any agreement entered into by it, with respect to its capital stock or other equity interests, or enter into any new agreement with respect to its capital stock or other equity interests, other than any amendments, modifications or changes pursuant to this clause (v) or any such new agreements which are not adverse in any material respect to the interests of the Banks, provided that in no event shall any amendments, modifications or changes to the terms of the capital stock of the REIT, or any Subsidiary of the REIT be permitted, other than any amendments which change the number of authorized shares of capital stock.
Appears in 1 contract
Samples: Credit Agreement (Eldertrust)
Limitation on Payments of Certain Indebtedness; Modifications of Certain Indebtedness. Modifications of Certificate of Incorporation, By-Laws and Certain Agreements; etc. The REIT Holdings will not, and will not permit any of its Subsidiaries to, (i) make (or give any notice in respect of) any voluntary or optional payment or prepayment pre- payment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any change of control or similar event of, including, in each case without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due, any Permitted Non-Recourse IndebtednessIndebtedness or any Indebtedness incurred pursuant to Section 8.04(x), provided that the Borrower or its respective Subsidiary may so prepay any Indebtedness incurred pursuant to such Section 8.04(x) so long as no Default or Event of Default then exists and such payment is otherwise permitted under the respective subordination provisions applicable thereto, (ii) make (or give any notice in respect of) any payment or prepayment on or redemption or acquisition for value of, including, in each case without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, any principal, premium, interest or other amounts on the Existing IndebtednessNew York Marriott Financial Center Notes, provided that, so long as no Default or Event of Default then exists, the Borrower may make the scheduled principal and annual interest payments payment on the Existing IndebtednessNew York Marriott Financial Center Notes so long as HMC Capital, within one Business Day after receiving such interest payment, contributes (and HMC Capital hereby covenants and agrees to so contribute) the full amount of such interest payment to the Borrower as a common equity contribution, (iii) amend or modify, or permit the amendment or modification of, any provision of any Permitted Non- Non-Recourse Indebtedness or any agreement (including, without limitation, any purchase agreement, indenture or loan agreement) related thereto (other than any amendment or modification thereto which would not violate or be inconsistent with any of the terms or provisions of this Agreement and could not reasonably be expected to be adverse to the interests of the Banks in any material respect), (iv) amend or modify, or permit the amendment or modification of, any provision of the Debt AgreementsExisting New York Marriott Financial Center Mortgages or the Existing New York Marriott Financial Center Notes, (v) amend or modify, or permit the amendment or modification of, any provision of any Management Agreement or the New York Marriott Financial Center Contribution Agreement (vother than any amendment or modification thereto which would not violate or be inconsistent with any of the terms or provisions of this Agreement and the other Credit Documents and could not reasonably be expected to be adverse to the interests of the Banks in any material respect), (vi) amend, modify or change its declaration of trust, certificate of incorporation (including, without with- out limitation, by the filing or modification of any certificate of designation), by-laws, certificate of partnership, partnership agreement or any equivalent organizational document, or any agreement entered into by it, with respect to its capital stock or other equity interests, or enter into any new agreement with respect to its capital stock or other equity interests, other than any amendments, modifications or changes pursuant to this clause (vvi) or any such new agreements which are not adverse in any material respect to the interests of the Banks, provided that in no event shall any amendments, modifications or changes to the terms of the capital stock of the REITHoldings, or any Subsidiary of the REIT Holdings be permitted, other than any amendments which change the number of authorized shares of capital stock, or (vii) enter into any tax sharing agreement or arrangement that would require the Borrower or any of its Subsidiaries to make payments (whether to Host Marriott, Holdings, one or more other Subsidiaries of Host Marriott (other than a Subsidiary Guarantor), the relevant tax authorities or any other Person) in respect of Federal income taxes which, for the Borrower and such Subsidiaries, would exceed the amounts required to be paid by the Borrower and such Subsidiaries in accordance with the election made by Host Marriott under Section 1552 of the Code and Treasury Regulation Section 1.1502-33(d)(2)(ii) as provided in the Host Marriott Guaranty and computed by reference to the provisions of the foregoing Section as in effect on the Effective Date.
Appears in 1 contract
Limitation on Payments of Certain Indebtedness; Modifications of Certain Indebtedness. Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. The REIT JCC Holding will not, and will not permit any of its Subsidiaries to, without the prior written consent of the Required Banks, (i) make (or give any notice in respect of) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any change of control or similar event of, including, of (including in each case case, without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), any Permitted Non-Recourse IndebtednessNew Bonds, any Convertible Junior Subordinated Debentures or the Junior Subordinated Credit Facility, (ii) make (amend or give any notice in respect of) any payment modify, or prepayment on permit the amendment or redemption or acquisition for value modification of, includingany provision of the Completion Guarantor Loan Documents, the Junior Subordinated Credit Facility Documents, the Convertible Junior Subordinated Debenture Documents, the Minimum Payment Guaranty Documents, the Plan of Reorganization or the Construction Lien Indemnity Obligation Agreement, except (x) such amendments, modifications or changes which could not be adverse in each any respect to the interests of the Borrower or the Banks and (y) in the case without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when dueMinimum Payment Guaranty Documents, any principal, premium, interest substitute or other amounts on the Existing Indebtedness, provided that, so long as no successor Minimum Payment Guaranty Documents executed and delivered by a substitute or successor Minimum Payment Guarantor without causing a Default or Event of Default then existspursuant to clause (ii) of Section 10.17, in each case so long as such substitute or successor Minimum Payment Guaranty Documents are not adverse in any respect to the interests of the Borrower may make or the scheduled principal Banks (including without limitation, so long as the nature and interest payments on amount of obligations guaranteed thereunder is not adversely changed or increased, and so long as the Existing Indebtednessfinancial terms thereof are not made worse from the perspective of the Borrower) from the terms as applied in the original Minimum Payment Guaranty Documents, (iii) amend or modify, or permit the amendment or modification of, any provision of any Permitted Non- Recourse Indebtedness or any agreement (including, without limitation, any purchase agreement, indenture or loan agreement) related thereto (the New Bond Documents other than any amendment or modification thereto which would not violate or be inconsistent with any of the terms or provisions of this Agreement and could not reasonably be expected to be adverse to the interests of the Banks in any material respect)Permitted Amendments, (iv) amend or modify, or permit the amendment or modification of, any provision of the Debt Agreements, or (v) amend, modify or change its declaration of trust, certificate of incorporation (including, without limitation, by the filing or modification of any certificate of designation), by-laws, certificate of partnership, partnership agreement or any equivalent organizational document, or any agreement entered into by it, with respect to its capital stock laws or other equity interestsapplicable organizational documents, or enter into any new agreement with respect to its capital stock or other equity interests, other than any amendments, except such modifications or changes pursuant to this clause (v) or any such new agreements which are as could not be adverse in any material respect to the interests of the BanksBanks in any respect, provided (v) amend, modify or change any provision of the Casino Lease, any other Project Document or the Casino Operating Contract except to the extent that any such amendment, modification or change could not be adverse to the interests of the Banks in no event shall any respect, (vi) amend, modify or change any provision of the Management Agreement, any Subordination Agreement or any Security Document (except such amendments, modifications or changes to the terms Management Agreement which are solely for the benefit of the capital stock Borrower and could not be adverse in any respect to the interests of the REITBorrower or the Banks) or (vii) terminate or agree to terminate any Construction Contract, unless such termination is (x) for cause and (y) the Borrower has entered into, before or contemporaneously with such termination, a replacement contract for the work to be performed under such Construction Contract and such replacement contract is for a guaranteed maximum or fixed price consistent with the Construction Budget and on commercially reasonable terms with a licensed reputable construction firm; and such replacement contract provides for (together with all other applicable Construction Contracts) the Termination of Construction Date to be achieved on or before the Completion Date. JCC Holding will not, and will not permit any of its Subsidiaries to, enter into any settlement or compromise of any lawsuit or dispute affecting the Project that (x) adversely affects the Casino Lease or the title of the City or the Borrower to any Real Property or is adverse (except in the case of payments subject to clause (y) below) to the interests of the Borrower or the Banks or (y) involves the payment by the Borrower of any amount (not paid or fully covered by a reputable and solvent insurance company which has agreed in writing to pay the same) in excess of $5,000,000 in the aggregate with respect thereto, without the prior written consent of the Required Banks. Notwithstanding anything to the contrary contained in clauses (i) and (ii) of this Section 9.11, the Borrower may prepay, repurchase, redeem, defease or otherwise retire New Bonds and/or Convertible Junior Subordinated Debentures if no Default or Event of Default then exists or would result therefrom (excluding the provisions of clauses (i) and (ii) of this Section 9.11) to the extent necessary in the good faith judgment of management of the Borrower to prevent the filing of a disciplinary action by any Gaming Authority or to prevent the loss or secure the reinstatement of any license or franchise from any governmental agency (including any Gaming Authority) held by the Borrower or any Subsidiary of its Affiliates which license or franchise is conditioned upon some or all of the REIT be permittedholders of the New Bonds possessing prescribed qualifications, other than any amendments which change if such loss or failure to reinstate would have a material adverse effect upon the number business, operations, property, assets, liabilities, conditions (financial or otherwise) or prospects of authorized shares of capital stockthe Borrower or JCC Holding and its Subsidiaries taken as a whole; provided that the aggregate amount spent in connection with purchases pursuant to this sentence shall in no event exceed $5,000,000.
Appears in 1 contract
Samples: Credit Agreement (JCC Holding Co)
Limitation on Payments of Certain Indebtedness; Modifications of Certain Indebtedness. Modifications of Certificate of Incorporation, By-Laws and Certain Agreements; etc. The REIT will not, and will not permit any of its Subsidiaries to, (i) make (or give any notice in respect of) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any change of control or similar event of, including, in each case without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due, any Permitted Non-Recourse Indebtedness, (ii) make (or give any notice in respect of) any payment or prepayment on or redemption or acquisition for value of, including, in each case without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, any principal, premium, interest or other amounts on the Existing Indebtedness, provided that, so long as no Default or Event of Default then exists, the Borrower may make the scheduled principal and interest payments on the Existing Indebtedness, (iii) amend or modify, or permit the amendment or modification of, any provision of any Permitted Non- Non-Recourse Indebtedness or any agreement (including, without limitation, any purchase agreement, indenture or loan agreement) related thereto (other than any amendment or modification thereto which would not violate or be inconsistent with any of the terms or provisions of this Agreement and could not reasonably be expected to be adverse to the interests of the Banks in any material respect), (iv) amend or modify, or permit the amendment or modification of, any provision of the Debt Agreements, or (v) amend, modify or change its declaration of trust, certificate of incorporation (including, without limitation, by the filing or modification of any certificate of designation), by-laws, certificate of partnership, partnership agreement or any equivalent organizational document, or any agreement entered into by it, with respect to its capital stock or other equity interests, or enter into any new agreement with respect to its capital stock or other equity interests, other than any amendments, modifications or changes pursuant to this clause (v) or any such new agreements which are not adverse in any material respect to the interests of the Banks, provided that in no event shall any amendments, modifications or changes to the terms of the capital stock of the REIT, or any Subsidiary of the REIT be permitted, other than any amendments which change the number of authorized shares of capital stock.
Appears in 1 contract
Samples: Credit Agreement (Eldertrust)
Limitation on Payments of Certain Indebtedness; Modifications of Certain Indebtedness. Modifications of Certificate of Incorporation, By-Laws and Certain Agreements; etc. The REIT VHS Holdco I will not, and will not permit any of its Subsidiaries to, :
(i) make (or give any notice in respect of) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any change of control or similar event of, including, in each case without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due, any Permitted Non-Recourse Indebtedness, (ii) make (or give any notice in respect of) any payment or prepayment on or redemption or acquisition for value of, including, in each case without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when dueExisting Senior Subordinated Notes, any principalNew Senior Subordinated Notes, premiumany Holdco Senior Discount Notes or, interest after the issuance thereof by the Borrowers, any Permitted Subordinated Notes, any Permitted Senior Unsecured Notes or other amounts on the Existing Indebtednessany Permitted Debt Securities, provided thatthat the Borrowers may make voluntary or optional payments, prepayments or redemptions of the Indebtedness (other than Holdco Senior Discount Notes) described above in this clause (i) so long as no Default (x) the Consolidated Leverage Ratio at such time determined on a Post-Test Period Pro Forma Basis after giving effect to any such payment, prepayment or Event redemption, is less than 3.50:1.00 and (y) VHS Holdco I has delivered to the Administrative Agent a certificate of Default then exists, VHS Holdco I's Chief Financial Officer certifying as to VHS Holdco I's compliance with such required maximum Consolidated Leverage Ratio level set forth in preceding clause (x) (and showing the Borrower may make the scheduled principal and interest payments on the Existing Indebtedness, calculations therefor in reasonable detail);
(iiiii) amend or modify, or permit the amendment or modification of, any provision of any Permitted Non- Recourse Existing Indebtedness or any agreement (including, without limitation, any purchase agreement, indenture or loan agreement) related thereto (other than any amendment or modification thereto which would amendments not violate or be inconsistent with any of the terms or provisions of this Agreement and could not reasonably be expected to be adverse to the interests of the Banks Lenders in any material respect), ;
(iviii) amend or modify, or permit the amendment or modification of any provision of, any provision Existing Senior Subordinated Note Document, any New Senior Subordinated Note Document, any Holdco Senior Discount Note Documents or, after the issuance of any Permitted Subordinated Notes or any Permitted Senior Subordinated Debt Securities, any related Permitted Subordinated Note Document or document evidencing or related to such Permitted Senior Subordinated Debt Securities (as the case may be) other than in the case of amendments and/or modifications to the Existing Senior Subordinated Note Documents, the New Senior Subordinated Note Documents, the Permitted Subordinated Note Documents or any such document evidencing or relating to such Permitted Senior Subordinated Debt Securities that are not adverse to the interests of the Lenders in any -91- material respect and that do not affect the subordinations provisions thereof in any manner adverse to the interests of the Lenders;
(iv) after the issuance of any Permitted Senior Unsecured Notes or any Permitted Senior Subordinated Debt AgreementsSecurities, amend or modify, or permit the amendment or modification of any provision of, any Permitted Senior Unsecured Note Documents related thereto or of any document evidencing or related to such Permitted Senior Debt Securities (as the case may be) other than, in each case, any amendment to modifications that are not adverse to the interests of the Lenders in any material respect;
(v) amend, modify or change in any manner adverse to the interests of the Lenders in any material respect its declaration of trust, certificate of incorporation (including, without limitation, by the filing or modification of any certificate of designation), by-laws, certificate of partnership, partnership agreement or any limited liability company or operating agreement or by-laws (or equivalent organizational document, or any agreement entered into by it, with respect to its capital stock or other equity interests, or enter into any new agreement with respect to its capital stock or other equity interests, other than any amendments, modifications or changes pursuant to this clause (v) or any such new agreements which are not adverse in any material respect to the interests of the Banks, provided that in no event shall any amendments, modifications or changes to the terms of the capital stock of the REIT, or any Subsidiary of the REIT be permitted, other than any amendments which change the number of authorized shares of capital stockdocuments).
Appears in 1 contract
