Limitation on Voluntary Payments and Modifications of Certain Documents. The Borrower shall not, and shall not permit any of its Subsidiaries to, (a) make any sinking fund payment or voluntary or optional payment or prepayment on or redemption or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of any Subordinated Debt or Existing Note or make any payment in respect of the Subordinated Debt or Existing Note (including, without limitation, payments in respect of options to repurchase any Subordinated Debt or the Existing Note), except for the Consent Fees not exceeding $1,500,000 in the aggregate in connection with a consent solicitation that is otherwise permitted pursuant to this Agreement, or (b) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any Transaction Document (other than the Loan Documents); provided that (i) the Borrower may repurchase up to $15,000,000 aggregate principal amount of the Subordinated Notes at par or less than par with the proceeds of the Term Loan during the Term Loan Borrowing Period and (ii) the Borrower may repurchase an additional $10,000,000 aggregate principal amount of the Subordinated Notes at par or less than par provided that the Borrower's (A) Consolidated Cumulative Cash Flow, calculated on a basis of four consecutive fiscal quarters (taken as one accounting period) for any two consecutive fiscal quarters following the Effective Date is at least $30,000,000, and (B) ratio of Consolidated Senior Debt to Consolidated Cumulative Cash Flow would be less than 1.25 to 1.0 after giving effect to such repurchase (as certified to the Agent by the Borrower's chief financial officer).
Appears in 1 contract
Limitation on Voluntary Payments and Modifications of Certain Documents. The Borrower shall not, and shall not permit any of its Subsidiaries to, :
(a) make any sinking fund payment or voluntary or optional payment or prepayment on or redemption redemption, defeasance, purchase or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of any Subordinated Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 7.2(i)) other than (i) the Indebtedness hereunder and under the other Loan Documents and (ii) regularly scheduled or required repayments of Indebtedness permitted pursuant to Section 7.2; provided that the Borrower may, and may permit any of its Subsidiaries to, prepay, redeem, defease, purchase or acquire or exchange any (collectively, a "Prepayment") Surviving Debt (other than Indebtedness permitted to be incurred pursuant to Section 7.2(i)) or Existing Note or make any payment in respect of the Subordinated Debt or Existing Note (including, without limitation, payments in respect of options to repurchase any Subordinated Debt or the Existing Note), except for the Consent Fees not exceeding $1,500,000 in the aggregate Indebtedness assumed in connection with a consent solicitation that Permitted Acquisition which Indebtedness is otherwise permitted pursuant to this AgreementSection 7.2(l)) in each case only if on the date of such Prepayment (x) no event or condition has occurred and is continuing, or would result from such Prepayment, that constitutes a Default or an Event of Default, and (y) after giving effect to such Prepayment, the Total Revolving Loan Commitment minus the aggregate principal amount of the Revolving Loans outstanding on the date of such Prepayment minus the amount of any L/C Obligations outstanding on the date of such Prepayment shall equal at least $10,000,000; or
(b) amend, modify or waive, or permit the amendment, modification or waiver of, of (i) (A) any provision of the Seller Agreement or any material provision of any other Transaction Document (other than the Loan Documents and other than the Subordinated Debt Documents) or other Hardee's Acquisition Document or (B) any provision of the Existing Letter of Credit or the Existing Reimbursement Agreement in any manner the effect of which is to increase the maximum face amount of the Existing Letter of Credit or to change any provision of the Existing Letter of Credit or the Existing Reimbursement Agreement relating to the letter of credit fees payable thereunder, respectively, or (ii) any term or provision of (A) the Surviving Debt (other than Indebtedness permitted to be incurred pursuant to Section 7.2(h) or Section 7.2(i)) in any way that would be materially adverse to the Lenders or (B) the Permitted Subordinated Debt or the Subordinated Debt Documents; provided that or
(c) make any payment in violation of any subordination terms of any Indebtedness of the Borrower or any of its Subsidiaries; or
(d) make or offer to make any sinking fund payment, payment, prepayment, redemption, defeasance, purchase or acquisition for value (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or otherwise segregate funds with respect to the Subordinated Notes (other than (i) the Borrower may repurchase up to $15,000,000 aggregate principal amount of the Subordinated Notes at par or less than par in connection with the proceeds of the Term Loan during the Term Loan Borrowing Period and Permitted Redemption, (ii) regularly scheduled semi-annual interest payments required to be made in cash and (iii) conversions of the Borrower may repurchase an additional $10,000,000 Convertible Subordinated Notes into common stock of the Borrower) to the extent that the aggregate principal amount of all such sinking fund payments, payments, prepayments, redemptions, defeasances, and purchases or acquisitions for value would exceed the Subordinated Notes at par or less than par provided that the Borrower's sum of (A) 30% of the Consolidated Cumulative Cash FlowNet Income of the Borrower for each fiscal year of the Borrower (commencing with the fiscal year ending January 26, calculated on a basis 1998 up to and including the fiscal year immediately preceding the year in which sinking fund payment, payment, prepayments redemption, defeasances, purchase or acquisition is made, less (B), together with the aggregate amount of four consecutive fiscal quarters all dividends, purchases, redemptions, retirements and acquisitions paid or made pursuant to Section 7.7(b)(ii), less (taken as one accounting periodC) for any two consecutive fiscal quarters following the Effective Date is at least $30,000,000aggregate amount of all such sinking fund payments, payments, prepayments, redemptions, defeasances, and (B) ratio of Consolidated Senior Debt to Consolidated Cumulative Cash Flow would be less than 1.25 to 1.0 after giving effect to such repurchase (as certified to the Agent purchases or acquisitions for value paid and made by the Borrower's chief financial officer)Borrower after January 26, 1998 through and including the end of such immediately preceding fiscal year.
Appears in 1 contract
Limitation on Voluntary Payments and Modifications of Certain Documents. The Borrower shall not, and shall not permit any of its Subsidiaries to, :
(a) make any sinking fund payment or voluntary or optional payment or prepayment on or redemption redemption, defeasance, purchase or acquisition for value of (including, without CKE FIFTH AMENDED AND RESTATED CREDIT AGREEMENT limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of any Indebtedness (excluding the Indebtedness hereunder and under the other Loan Documents and Indebtedness permitted to be incurred pursuant to Section 7.2(i)), PROVIDED that the Borrower may, and may permit any of its Subsidiaries to,
(i) prepay, redeem, defease, purchase or acquire or exchange any (collectively, a "PREPAYMENT") Surviving Debt (other than Indebtedness permitted to be incurred pursuant to Section 7.2(i)) only if on the date of such Prepayment (x) no event or condition has occurred and is continuing, or would result from such Prepayment, that constitutes a Default or an Event of Default, and (y) after giving effect to such Prepayment, the Total Revolving Loan Commitment minus the aggregate principal amount of the Revolving Loans outstanding on the date of such Prepayment minus the amount of any L/C Obligations outstanding on the date of such Prepayment shall equal at least $20,000,000; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Borrower shall not, and shall not permit any of its Subsidiaries to, make any Prepayment of any Indebtedness referred to in Section 7.2(h); and
(ii) make regularly scheduled or required repayments of Indebtedness permitted pursuant to Section 7.2.
(b) amend, modify or waive, or permit the amendment, modification or waiver of (i) the Surviving Debt (other than Indebtedness permitted to be incurred pursuant to Section 7.2(h) or Section 7.2(i)) in any way that would be materially adverse to the Lenders or (ii) the Permitted Subordinated Debt or the Subordinated Debt Documents; or
(c) make any payment in violation of any subordination terms of any Indebtedness of the Borrower or any of its Subsidiaries; or
(d) make or offer to make any sinking fund payment, payment, prepayment, redemption, defeasance, purchase or acquisition for value (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of any Subordinated Debt or Existing Note or make any payment in otherwise segregate funds with respect of to the Subordinated Debt or Existing Note (including, without limitation, payments in respect of options to repurchase any Subordinated Debt or the Existing Note), except for the Consent Fees not exceeding $1,500,000 in the aggregate in connection with a consent solicitation that is otherwise permitted pursuant to this Agreement, or (b) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any Transaction Document (Notes other than the Loan Documents); provided that (i) the Borrower may repurchase up regularly scheduled semi-annual interest payments required to $15,000,000 aggregate principal amount be made in cash, (ii) conversions of the Convertible Subordinated Notes at par or less than par the New Convertible Subordinated Notes into common stock of the Borrower, (iii) redemptions of the Convertible Subordinated Notes with the proceeds of the Term Loan during Loans, as soon as practicable and in any event no later than March 15, 2004, PROVIDED, that any such Convertible Subordinated Notes that are redeemed by the Term Loan Borrowing Period Borrower shall then be cancelled in accordance with the terms of the Convertible Subordinated Note Indenture, and shall not be reissued and (iiiv) the redemption or repurchase of Subordinated Notes, PROVIDED, that (A) the purchase price paid by the Borrower for such Subordinated Notes shall not exceed in the aggregate, for the period commencing November 3, 2003, and ending the last day of the last fiscal quarter ending prior to such redemption or repurchase the sum of (1) the aggregate Net Equity Proceeds of the Borrower for such period, plus (2) 50% of Consolidated Net Income for such period (or if Consolidated Net Income for such period is a deficit, less 100% of such deficit (which deficit for purposes of subtracting such amount shall be deemed to be a positive number)), (B) the Borrower may repurchase an additional $10,000,000 aggregate principal amount shall have delivered to the Agent a certificate of the Subordinated Notes at par or less than par provided that chief financial officer of the Borrower's (A) Consolidated Cumulative Cash Flow, calculated on a basis of four consecutive fiscal quarters (taken as one accounting period) for any two consecutive fiscal quarters following in form and substance satisfactory to the Effective Date is at least $30,000,000Agent, demonstrating that, both before and (B) ratio of Consolidated Senior Debt to Consolidated Cumulative Cash Flow would be less than 1.25 to 1.0 after giving effect to such repurchase and redemption, for a period of four consecutive fiscal quarters then ended, the Leverage Ratio shall be less than 3.75 and Consolidated EBITDA of the Borrower and its CKE FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Subsidiaries for the 13 Retail Period most recently ended shall at least equal $115,000,000, (as certified C) both before and after giving effect to the Agent by the Borrower's chief financial officer)such redemption or repurchase, no Default or Event of Default shall have occurred and be continuing and (D) after giving effect to such redemption or repurchase, no Revolving Loans shall be outstanding.
Appears in 1 contract
Limitation on Voluntary Payments and Modifications of Certain Documents. The Borrower shall not, and shall not permit any of its Subsidiaries to, :
(a) make any sinking fund payment or voluntary or optional payment or prepayment on or redemption redemption, defeasance, purchase or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of any Subordinated Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 7.2(i)) other than (i) the Indebtedness hereunder and under the other Loan Documents and (ii) regularly scheduled or required repayments of Indebtedness permitted pursuant to Section 7.2; provided that the Borrower may, and may permit any of its Subsidiaries to, prepay, redeem, defease, purchase or acquire or exchange any (collectively, a "Prepayment") Surviving Debt (other than Indebtedness permitted to be incurred pursuant to Section 7.2(i)) or Existing Note or make any payment in respect of the Subordinated Debt or Existing Note (including, without limitation, payments in respect of options to repurchase any Subordinated Debt or the Existing Note), except for the Consent Fees not exceeding $1,500,000 in the aggregate Indebtedness assumed in connection with a consent solicitation that Permitted Acquisition which Indebtedness is otherwise permitted pursuant to this AgreementSection 7.2(l)) in each case only if on the date of such Prepayment (x) no event or condition has occurred and is continuing, or would result from such Prepayment, that constitutes a Default or an Event of Default, and (y) after giving effect to such Prepayment, the Total Revolving Loan Commitment minus the aggregate principal amount of the Revolving Loans outstanding on the date of such Prepayment minus the amount of any L/C Obligations outstanding on the date of such Prepayment shall equal at least $10,000,000; or
(b) amend, modify or waive, or permit the amendment, modification or waiver of, of (i) any material provision of any Transaction Document (other than the Loan Documents and other than the Subordinated Debt Documents), or (ii) any term or provision of (A) the Surviving Debt (other than Indebtedness permitted to be incurred pursuant to Section 7.2(h) or Section 7.2(i)) in any way that would be materially adverse to the Lenders or (B) the Permitted Subordinated Debt or the Subordinated Debt Documents; provided that or
(c) make any payment in violation of any subordination terms of any Indebtedness of the Borrower or any of its Subsidiaries; or
(d) make or offer to make any sinking fund payment, payment, prepayment, redemption, defeasance, purchase or acquisition for value (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or otherwise segregate funds with respect to the Subordinated Notes (other than (i) the Borrower may repurchase up to $15,000,000 aggregate principal amount of the Subordinated Notes at par or less than par in connection with the proceeds of the Term Loan during the Term Loan Borrowing Period and Permitted Redemptions, (ii) regularly scheduled semi-annual interest payments required to be made in cash and (iii) conversions of the Borrower may repurchase an additional $10,000,000 Convertible Subordinated Notes into common stock of the Borrower) to the extent that the aggregate principal amount of all such sinking fund payments, payments, prepayments, redemptions, defeasances, and purchases or acquisitions for value would exceed the Subordinated Notes at par or less than par provided that the Borrower's sum of (A) 30% of the Consolidated Cumulative Cash FlowNet Income of the Borrower for each fiscal year of the Borrower (commencing with the fiscal year ending January 26, calculated on a basis 1998 up to and including the fiscal year immediately preceding the year in which sinking fund payment, payment, prepayments redemption, defeasances, purchase or acquisition is made, less (B), together with the aggregate amount of four consecutive fiscal quarters all dividends, purchases, redemptions, retirements and acquisitions paid or made pursuant to Section 7.7(b)(ii), less (taken as one accounting periodC) for any two consecutive fiscal quarters following the Effective Date is at least $30,000,000aggregate amount of all such sinking fund payments, payments, prepayments, redemptions, defeasances, and (B) ratio of Consolidated Senior Debt to Consolidated Cumulative Cash Flow would be less than 1.25 to 1.0 after giving effect to such repurchase (as certified to the Agent purchases or acquisitions for value paid and made by the Borrower's chief financial officer)Borrower after January 26, 1998 through and including the end of such immediately preceding fiscal year, less (D) the aggregate outstanding principal balance of all Employee Stock Loans then outstanding.
Appears in 1 contract
Limitation on Voluntary Payments and Modifications of Certain Documents. The Borrower shall not, and shall not permit any of its Subsidiaries to, to (a) make any sinking fund payment or voluntary or optional payment or prepayment on or redemption redemption, defeasance, purchase or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of any Subordinated Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 7.2(i)) other than (i) the Indebtedness hereunder and under the other Loan Documents and (ii) regularly scheduled or required repayments of Indebtedness permitted pursuant to Section 7.2; provided that the Borrower may, and may permit any of its Subsidiaries to, prepay, redeem, defease, purchase or acquire or exchange any (collectively, a "Prepayment") Surviving Debt (other than Indebtedness permitted to be incurred pursuant to Section 7.2(i)) or Existing Note or make any payment in respect of the Subordinated Debt or Existing Note (including, without limitation, payments in respect of options to repurchase any Subordinated Debt or the Existing Note), except for the Consent Fees not exceeding $1,500,000 in the aggregate Indebtedness assumed in connection with a consent solicitation that Permitted Acquisition which Indebtedness is otherwise permitted pursuant to this AgreementSection 7.2(l)) in each case only if on the date of such Prepayment (x) no event or condition has occurred and is continuing, or would result from such Prepayment, that constitutes a Default or an Event of Default, and (y) after giving effect to such Prepayment, the Total Revolving Loan Commitment minus the aggregate principal amount of the Revolving Loans outstanding on the date of such Prepayment minus the amount of any L/C Obligations outstanding on the date of such Prepayment shall equal at least $10,000,000, or (b) amend, modify or waive, or permit the amendment, modification or waiver of, of (i) (A) any provision of either of the Seller Agreements or any material provision of any other Transaction Document (other than the Loan Documents and other than the Subordi- nated Debt Documents); provided that ) or other Hardee's Acquisition Document or (iB) any provision of the Borrower may repurchase up Existing Letter of Credit or the Existing Reimbursement Agreement in any manner the effect of which is to $15,000,000 aggregate increase the maximum principal amount of the Subordinated Notes at par Existing Letter of Credit or less than par with the proceeds to change any provision of the Term Loan during Existing Letter of Credit or the Term Loan Borrowing Period and Existing Reimbursement Agreement relating to the letter of credit fees payable thereunder, respectively, or (ii) any term or provision of (A) the Surviving Debt in any way that would be materially adverse to the Lenders or (B) the Permitted Subordinated Debt, or the Subordinated Debt Documents, or (c) make any payment in violation of any subordination terms of any Indebtedness of the Borrower may repurchase an additional $10,000,000 aggregate principal amount or any of its Subsidiaries; or (d) make or offer to make any sinking fund payment, payment, prepayment, redemption, defeasance, purchase or acquisition for value (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or otherwise segregate funds with respect to the Subordinated Notes (other than regularly scheduled semi-annual interest payments required to be made in cash and other than conversions of the Subordinated Notes at par or less than par provided into common stock of the Borrower) to the extent that the Borrower's aggregate amount of all such sinking fund payments, payments, prepayments, redemptions, defeasances, and purchases or acquisitions for value would exceed the sum of (A) Consolidated Cumulative Cash Flow$15,000,000, calculated on a basis of four consecutive fiscal quarters (taken as one accounting period) for any two consecutive fiscal quarters following the Effective Date is at least $30,000,000, and plus (B) ratio 30% of the Consolidated Senior Debt Net Income of the Borrower for each fiscal year of the Borrower (commencing with the fiscal year ending January 26, 1998 up to Consolidated Cumulative Cash Flow would be and including the fiscal year immediately preceding the year in which sinking fund payment, payment, prepayments redemption, defeasances, purchase or acquisition is made, less than 1.25 (C), together with the aggregate amount of all dividends, purchases, redemptions, retirements and acquisitions paid or made pursuant to 1.0 after giving effect to Section 7.7(b)(ii), less (D) the aggregate amount of all such repurchase (as certified to the Agent sinking fund payments, payments, prepayments, redemptions, defeasances, and purchases or acquisitions for value paid and made by the Borrower's chief financial officer)Borrower after January 26, 1998 through and including the end of such immediately preceding fiscal year.
Appears in 1 contract
Limitation on Voluntary Payments and Modifications of Certain Documents. The Borrower shall not, and shall not permit any of its Subsidiaries to, :
(a) make any sinking fund payment or voluntary or optional payment or prepayment on or redemption redemption, defeasance, purchase or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of any Subordinated Indebtedness (excluding the Indebtedness hereunder and under the other Loan Documents and Indebtedness permitted to be incurred pursuant to Section 7.2(i)), PROVIDED that the Borrower may, and may permit any of its Subsidiaries to,
(i) prepay, redeem, defease, purchase or acquire or exchange any (collectively, a "PREPAYMENT") Surviving Debt (other than Indebtedness permitted to be incurred pursuant to Section 7.2(i)) only if on the date of such Prepayment after giving effect to such Prepayment (x) no event or Existing Note condition has occurred and is continuing, or would result from such Prepayment, that constitutes a Default or an Event of Default, and (y) after giving effect to such Prepayment, the Total Revolving Loan Commitment minus the aggregate principal amount of the Revolving Loans outstanding on the date of such Prepayment minus the amount of any L/C Obligations outstanding on the date of such Prepayment shall equal at least $20,000,000; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Borrower shall not, and shall not permit any of its Subsidiaries to, make any payment Prepayment of any Indebtedness referred to in respect Section 7.2(h);
(ii) make regularly scheduled or required repayments of the Subordinated Debt or Existing Note (including, without limitation, payments in respect of options to repurchase any Subordinated Debt or the Existing Note), except for the Consent Fees not exceeding $1,500,000 in the aggregate in connection with a consent solicitation that is otherwise Indebtedness permitted pursuant to this Agreement, or Section 7.2; and
(iii) the conversion of the Indebtedness consisting of any Permitted Convertible Debt in accordance with the terms and conditions thereof and any settlement pursuant to the terms of any Convertible Bond Hedge Transactions.
(b) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any Transaction Document (other than the Loan Documents); provided that (i) the Borrower may repurchase up Surviving Debt (other than Indebtedness permitted to $15,000,000 aggregate principal amount of be incurred pursuant to Section 7.2(h) or Section 7.2(i)) in any way that would be materially adverse to the Subordinated Notes at par Lenders or less than par with the proceeds of the Term Loan during the Term Loan Borrowing Period and (ii) the Borrower may repurchase an additional $10,000,000 aggregate principal amount Permitted Subordinated Debt or the Subordinated Debt Documents; or CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT
(c) make any payment in violation of any subordination terms of any Indebtedness of the Borrower or any of its Subsidiaries; or
(d) make or offer to make any sinking fund payment, payment, prepayment, redemption, defeasance, purchase or acquisition for value (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or otherwise segregate funds with respect to the Convertible Subordinated Notes at par or less than par provided that other than:
(i) regularly scheduled semi-annual interest payments required to be made in cash;
(ii) conversions of the Convertible Subordinated Notes into common stock of the Borrower's ; and
(iii) the redemption, repurchase or acquisition for value of Convertible Subordinated Notes, PROVIDED, that (A) Consolidated Cumulative Cash Flowthe purchase price paid by the Borrower for such Convertible Subordinated Notes shall not exceed, calculated on a basis of four consecutive fiscal quarters (taken as one accounting period) for any two consecutive fiscal quarters following in the Effective Date is at least $30,000,000, and (B) ratio of Consolidated Senior Debt to Consolidated Cumulative Cash Flow would be less than 1.25 to 1.0 aggregate after giving effect to such payment and all other payments made pursuant to Section 7.7(d) hereof and this Section 7.10(d)(iii) hereof, the Junior Recapitalization Amount, (B) both before and after giving effect to such redemption, retirement or purchase no Default or Event of Default shall have occurred and be continuing and (C) after giving effect to such redemption, repurchase (as certified to the Agent by the Borrower's chief financial officer)or acquisition for value, no Revolving Loans shall be outstanding.
Appears in 1 contract
Limitation on Voluntary Payments and Modifications of Certain Documents. The Borrower shall not, and shall not permit any of its Subsidiaries to, :
(a) make any sinking fund payment or voluntary or optional payment or prepayment on or redemption redemption, defeasance, purchase or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of any Subordinated Indebtedness (excluding the Indebtedness hereunder and under the other Loan Documents and Indebtedness permitted to be incurred pursuant to Section 7.2(i)), PROVIDED that the Borrower may, and may permit any of its Subsidiaries to,
(i) prepay, redeem, defease, purchase or acquire or exchange any (collectively, a "PREPAYMENT") Surviving Debt (other than Indebtedness permitted to be incurred pursuant to Section 7.2(i)) only if on the date of such Prepayment (x) no event or Existing Note condition has occurred and is continuing, or would result from such Prepayment, that constitutes a Default or an Event of Default, and (y) after giving effect to such Prepayment, the Total Revolving Loan Commitment minus the aggregate principal amount of the Revolving Loans outstanding on the date of such Prepayment minus the amount CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT of any L/C Obligations outstanding on the date of such Prepayment shall equal at least $20,000,000; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Borrower shall not, and shall not permit any of its Subsidiaries to, make any payment Prepayment of any Indebtedness referred to in respect Section 7.2(h); and
(ii) make regularly scheduled or required repayments of the Subordinated Debt or Existing Note (including, without limitation, payments in respect of options to repurchase any Subordinated Debt or the Existing Note), except for the Consent Fees not exceeding $1,500,000 in the aggregate in connection with a consent solicitation that is otherwise Indebtedness permitted pursuant to this Agreement, or Section 7.2.
(b) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any Transaction Document (other than the Loan Documents); provided that (i) the Borrower may repurchase up Surviving Debt (other than Indebtedness permitted to $15,000,000 aggregate principal amount of be incurred pursuant to Section 7.2(h) or Section 7.2(i)) in any way that would be materially adverse to the Subordinated Notes at par Lenders or less than par with the proceeds of the Term Loan during the Term Loan Borrowing Period and (ii) the Borrower may repurchase an additional $10,000,000 aggregate principal amount Permitted Subordinated Debt or the Subordinated Debt Documents; or
(c) make any payment in violation of any subordination terms of any Indebtedness of the Borrower or any of its Subsidiaries; or
(d) make or offer to make any sinking fund payment, payment, prepayment, redemption, defeasance, purchase or acquisition for value (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or otherwise segregate funds with respect to the Convertible Subordinated Notes at par or less than par provided that other than:
(i) regularly scheduled semi-annual interest payments required to be made in cash;
(ii) conversions of the Convertible Subordinated Notes into common stock of the Borrower's ;
(iii) the redemption, repurchase or acquisition for value of Convertible Subordinated Notes, PROVIDED, that (A) Consolidated Cumulative Cash Flowthe purchase price paid by the Borrower for such Convertible Subordinated Notes shall not exceed, calculated on a basis of four consecutive fiscal quarters (taken as one accounting period) for any two consecutive fiscal quarters following in the Effective Date is at least $30,000,000, and (B) ratio of Consolidated Senior Debt to Consolidated Cumulative Cash Flow would be less than 1.25 to 1.0 aggregate after giving effect to such payment and all other payments made pursuant to Section 7.7(d) hereof and this Section 7.10(d)(iv) hereof, the Junior Recapitalization Amount, (B) both before and after giving effect to such redemption, retirement or purchase no Default or Event of Default shall have occurred and be continuing and (C) after giving 109 CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT effect to such redemption, repurchase or acquisition for value, no Revolving Loans shall be outstanding; and
(iv) the redemption, repurchase or acquisition for value of the Senior Subordinated Notes (A) by depositing the Redemption Price with the Trustee (as certified defined in the Senior Subordinated Note Indenture) on the Closing Date and by a redemption on the Redemption Date in accordance with the terms of the Senior Subordinated Note Indenture or (B) pursuant to a repurchase by the Borrower prior to the Agent Redemption Date PROVIDED, that the purchase price paid by the Borrower's chief financial officerBorrower for any such repurchase of Senior Subordinated Notes shall not exceed in the aggregate, the amount that would otherwise be required to redeem such Senior Subordinated Notes, pursuant to the preceding subclause (A).
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Limitation on Voluntary Payments and Modifications of Certain Documents. The Borrower shall not, and shall not permit any of its Subsidiaries to, to (a) make any sinking fund payment or voluntary or optional payment or prepayment on or redemption redemption, defeasance, purchase or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of any Subordinated Debt Indebtedness other than (i) the Indebtedness hereunder and under the other Loan Documents and (ii) regularly scheduled or Existing Note or make any payment in respect required repayments of the Subordinated Debt or Existing Note (including, without limitation, payments in respect of options to repurchase any Subordinated Debt or the Existing Note), except for the Consent Fees not exceeding $1,500,000 in the aggregate in connection with a consent solicitation that is otherwise Indebtedness permitted pursuant to this AgreementSection 7.2, or (b) amend, modify or waive, or permit the amendment, modification or waiver of, of (i) any provision of either of the Seller Agreements or any material provision of any other Transaction Document (other than the Loan Documents)) or any provision of the Existing Letter of Credit or the Reimbursement Agreement dated as of September 23, 1994 between Carl Xxxxxxx Xxxerprises, Inc. and Bank of America National Trust and Savings Association (the "Existing Reimbursement Agreement") or (ii) any term or provision of (A) the Surviving Debt in any way that would be materially adverse to the Lenders or (B) the Permitted Subordinated Debt or (c) make any payment in violation of any subordination terms of any Indebtedness of the Borrower or any of its Subsidiaries; provided that (i) the Borrower may, and may repurchase up permit any of its Subsidiaries to, prepay, redeem, defease, purchase or acquire or exchange any (collectively, a "Prepayment") Surviving Debt or Indebtedness assumed in connection with a Permitted Acquisition which Indebtedness is permitted pursuant to $15,000,000 Section 7.2(l) in each case only if on the date of such Prepayment (x) no event or condition has occurred and is continuing, or would result from such Prepayment, that constitutes a Default or an Event of Default, and (y) after giving effect to such Prepayment, the Total Revolving Loan Commitment minus the aggregate principal amount of the Subordinated Notes at par or less than par with the proceeds of the Term Loan during the Term Loan Borrowing Period and (ii) the Borrower may repurchase an additional $10,000,000 aggregate principal amount of the Subordinated Notes at par or less than par provided that the Borrower's (A) Consolidated Cumulative Cash Flow, calculated on a basis of four consecutive fiscal quarters (taken as one accounting period) for any two consecutive fiscal quarters following the Effective Date is at least $30,000,000, and (B) ratio of Consolidated Senior Debt to Consolidated Cumulative Cash Flow would be less than 1.25 to 1.0 after giving effect to such repurchase (as certified to the Agent by the Borrower's chief financial officer).Revolving
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