Limitation on Voluntary Payments and Modifications of Indebtedness. The Borrower 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 (including, 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 New Senior Subordinated Notes (it being understood that such notes may be exchanged for new New Senior Subordinated Notes in accordance with the exchange provisions of the New Senior Subordinated Notes Documents) or Bridge Financing, except, in the case of payments of the Bridge Financing in accordance with Section 2.10(d), with the proceeds of New Senior Subordinated Notes or Qualified Additional Equity, in each case issued after the Initial Borrowing Date, or any Existing Senior Subordinated Notes, provided (x) to the extent the aggregate outstanding principal balance of Existing Senior Subordinated Notes does not exceed $2,500,000, prepayments of the Existing Senior Subordinate Notes may be made in an aggregate amount not to exceed $2,500,000 and (ii) the Existing 9 1/4 Senior Subordinated Notes Tender Offer Repurchases and Existing 11 1/4% Senior Subordinated Notes Tender Offer Repurchases may be consummated pursuant to Section 3.01(viii) and (ix); (ii) make (or give any notice in respect of) any prepayment or redemption of New Senior Subordinated Notes, Bridge Financing or Existing Senior Subordinated Notes as result of any asset sale, change of control or similar event (including, 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 New Senior Subordinated Notes, Bridge Financing or Existing Senior Subordinated Notes; provided that the proviso to preceding clause (i) shall be equally applicable to this clause (ii); or (iii) amend or modify, or permit the amendment or modification of, any provision of any New Senior Subordinated Note Document, Bridge Financing Document, the Existing 9 1/4% Senior Subordinated Notes Indenture or the Existing 11 1/4% Senior Secured Notes Indenture, except (i) if only the respective trustee's consent is required pursuant to the respective indenture, the consent of the Agent (and not the Required Lenders) shall be required to permit any of the foregoing and (ii) if consent of any noteholders is required pursuant to the respective indenture, the consent of the Required Lenders (not to be unreasonably withheld) shall be required to permit any of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Tekni Plex Inc)
Limitation on Voluntary Payments and Modifications of Indebtedness. The Borrower Modifications of Certificate of Incorporation, By-Laws and Certain Other ------------------------------------------------------------------------ Agreements; Issuances of Capital Stock; etc. Holdings will not, and will not -------------------------------------------- permit any of its Subsidiaries to:
(i) amend or modify, or permit the amendment or modification of, any provision of any Shareholder Subordinated Note or after the incurrence or issuance thereof, any Qualified Preferred Stock or Permitted Debt or of any agreement (including, without limitation, any purchase agreement, indenture, loan agreement, security agreement or certificate of designation) relating thereto in a manner that could reasonably be expected to in any way be adverse to the interests of the Banks;
(ii) make (or give any notice in respect of) any voluntary or optional payment or prepayment on or redemption redemption, repurchase or acquisition for value of (includingi) the Permitted Subordinated Indebtedness or (ii) prior to the Merger Date, 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 New Senior Subordinated Notes (it being understood that such notes may be exchanged for new New Senior Subordinated Notes Existing Indebtedness except in accordance with the exchange provisions of the New Senior Subordinated Notes Documents) or Bridge Financing, except, in the case of payments of the Bridge Financing in accordance with Section 2.10(d), with the proceeds of New Senior Subordinated Notes or Qualified Additional Equity, in each case issued after the Initial Borrowing Date, or any Existing Senior Subordinated Notes, provided (x) to the extent the aggregate outstanding principal balance of Existing Senior Subordinated Notes does not exceed $2,500,000, prepayments of the Existing Senior Subordinate Notes may be made in an aggregate amount not to exceed $2,500,000 Sections 5B and (ii) the Existing 9 1/4 Senior Subordinated Notes Tender Offer Repurchases and Existing 11 1/4% Senior Subordinated Notes Tender Offer Repurchases may be consummated pursuant to Section 3.01(viii) and (ix)5C;
(iiiii) make (or give any notice in respect of) any prepayment principal or interest payment on, or any redemption or acquisition for value of, any Shareholder Subordinated Note, except to the extent permitted by Section 9.06(ii); and
(iv) amend, modify or change in any way adverse to the interests of New Senior Subordinated Notesthe Bank in any material respect any Tax Allocation Agreement, Bridge any Management Agreement, any Equity Financing or Existing Senior Subordinated Notes as result Document, any Acquisition Document, its Certificate of any asset sale, change of control or similar event Incorporation (including, without limitation, by way the filing or modification of depositing with the trustee any certificate of designation other than any certificates of designation relating to Qualified Preferred Stock or Disqualified Preferred Stock issued as permitted here in), By-Laws, or any agreement entered into by it, with respect thereto to its capital stock (including any Shareholders' Agreement), or enter into any other Person money new Tax Allocation Agreement, Management Agreement or securities before due for agreement with respect to its capital stock which could reasonably be expected to in any way be adverse to the purpose interests of paying when due any New Senior Subordinated Notes, Bridge Financing or Existing Senior Subordinated Notesthe Banks; provided that the proviso foregoing clause shall not restrict the ability of Holdings and its Subsidiaries to preceding clause (i) shall amend their respective certificates of incorporation to authorize the issuance of capital stock otherwise permitted to be equally applicable to this clause (ii); or
(iii) amend or modify, or permit the amendment or modification of, any provision of any New Senior Subordinated Note Document, Bridge Financing Document, the Existing 9 1/4% Senior Subordinated Notes Indenture or the Existing 11 1/4% Senior Secured Notes Indenture, except (i) if only the respective trustee's consent is required issued pursuant to the respective indenture, the consent terms of the Agent (and not the Required Lenders) shall be required to permit any of the foregoing and (ii) if consent of any noteholders is required pursuant to the respective indenture, the consent of the Required Lenders (not to be unreasonably withheld) shall be required to permit any of the foregoingthis Agreement.
Appears in 1 contract
Limitation on Voluntary Payments and Modifications of Indebtedness. The Borrower will notModifications of Certificate of Incorporation, By-Laws and Certain Other ------------------------------------------------------------------------ Agreements; Negative Pledge; Limitations on Speculative Transactions; Issuances ------------------------------------------------------------------------------- of Capital Stock; Etc. None of the Borrowers will, 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 of, or redeem, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (including, 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), or make any payment in violation of any subordination terms of, any Indebtedness other than (x) any New Senior Subordinated Notes (it being understood that such notes may be exchanged for new New Senior Subordinated Notes the prepayment of the Loans in accordance with the exchange provisions terms of this Agreement, (y) regularly scheduled or required repayments or redemptions of Existing Indebtedness, or amend, modify or change in any manner any term or condition of any Existing Indebtedness, other than, so long as no Default or Event of Default shall have occurred and is continuing, to prepay any Indebtedness payable to any Borrower or any Subsidiary of a Borrower whether by cash or set-off, and (z) the repayment of the New Senior CST Subordinated Notes Documents) or Bridge Financing, except, in the case of payments of the Bridge Financing Loan in accordance with Section 2.10(d), with the proceeds of New Senior Subordinated Notes or Qualified Additional Equity, in each case issued after the Initial Borrowing Date, or any Existing Senior Subordinated Notes, provided (x) to the extent the aggregate outstanding principal balance of Existing Senior Subordinated Notes does not exceed $2,500,000, prepayments 4 of the Existing Senior Subordinate Notes may be made in an aggregate amount not to exceed $2,500,000 and (ii) promissory note evidencing the Existing 9 1/4 Senior CST Subordinated Notes Tender Offer Repurchases and Existing 11 1/4% Senior Subordinated Notes Tender Offer Repurchases may be consummated pursuant to Section 3.01(viii) and (ix)Loan;
(ii) amend its certificate of incorporation or bylaws or Memorandum or Articles of Association or other documents;
(iii) make any change in (i) accounting policies or reporting practices, except as required or permitted by generally accepted accounting principles or (ii) fiscal year in effect on the Effective Date;
(iv) cancel or terminate any Transaction Document or consent to or accept any cancellation or termination thereof, amend, modify or change in any manner any material term or condition of any Transaction Document or give any notice in respect of) consent, waiver or approval thereunder, waive any prepayment default under or redemption of New Senior Subordinated Notes, Bridge Financing or Existing Senior Subordinated Notes as result any breach of any asset salematerial term or condition of any Transaction Document, agree in any manner to any other amendment, modification or change of control any term or similar event condition of any Transaction Document or take any other action in connection with any Transaction Document that would impair the value of the interest or rights of any Credit Party thereunder or that would impair the rights or interests of the Administrative Agent or any Bank;
(includingv) enter into or suffer to exist any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets other than (x) in favor of the Secured Parties, without limitation, by way (y) such prohibitions existing on the date hereof contained in certain agreements with customers of depositing with any of the trustee Borrowers or their Subsidiaries and (z) with respect thereto to assets subject to purchase money security interests or Capitalized Leases; provided, however that such Borrower and such of its -------- ------- Subsidiaries shall only be required to use its commercially reasonable efforts to not enter into or suffer to exist any such negative pledge agreement with any of its customers;
(vi) engage in any transaction involving commodity options or futures contracts or any other Person money or securities before due similar speculative transactions except for the purpose of paying when due any New Senior Subordinated Notes, Bridge Financing or Existing Senior Subordinated Notes; provided that the proviso to preceding clause (i) shall be equally applicable to this clause (iiInterest Rate Protection Agreements permitted under Section 8.04(c); or
(iiivii) amend become a general partner in any general or modifylimited partnership or joint venture, or permit the amendment or modification of, any provision of any New Senior Subordinated Note Document, Bridge Financing Document, the Existing 9 1/4% Senior Subordinated Notes Indenture or the Existing 11 1/4% Senior Secured Notes Indenture, except (i) if only the respective trustee's consent is required pursuant to the respective indenture, the consent of the Agent (and not the Required Lenders) shall be required to permit any of its Subsidiaries to do so, other than any Subsidiary the foregoing and (ii) if consent sole assets of any noteholders is required pursuant to the respective indenture, the consent which consist of the Required Lenders (not to be unreasonably withheld) shall be required to permit any of the foregoing.its interest in such partnership or joint venture or such joint ventures set forth on Annex 8.14B.
Appears in 1 contract
Samples: Credit Agreement (Modus Media International Holdings Inc)
Limitation on Voluntary Payments and Modifications of Indebtedness. The Modifications of Certificate of Incorporation, By-Laws and Certain Other ------------------------------------------------------------------------ Agreements; Etc. ------------------------------------------------------------------------ Holdings and the Borrower will not, and will not permit any of its their 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 (including, 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 New Senior Subordinated Notes (it being understood that such notes may be exchanged for new New Senior Subordinated Notes in accordance with Obligations under the exchange provisions of the New Senior Subordinated Notes Documents) or Bridge Financing, except, in the case of payments of the Bridge Financing in accordance with Section 2.10(d), with the proceeds of New Senior Subordinated Holdings Zero Coupon Notes or Qualified Additional Equity, in each case issued after the Initial Borrowing Date, or any Existing Senior Subordinated Notes, provided (x) to the extent the aggregate outstanding principal balance of Existing Senior Subordinated Notes does not exceed $2,500,000, prepayments of the Existing Senior Subordinate Notes may be made in an aggregate amount not to exceed $2,500,000 and (ii) the Existing 9 1/4 Senior Subordinated Notes Tender Offer Repurchases and Existing 11 1/4% Senior Subordinated Notes Tender Offer Repurchases may be consummated pursuant to Section 3.01(viii) and (ix);
(ii) make (amend, modify or give terminate, or permit the amendment, modification, or termination of any notice in respect of) provision of any prepayment or redemption of New Senior Subordinated Notes, Bridge Financing or Existing Senior Subordinated Notes Document or the Holdings Zero Coupon Note Documents; or amend, modify or permit the amendment, termination or modification in any way adverse to the interests of the Lenders (as result determined by the Administrative Agent in its sole reasonable discretion after reasonable advance notice of such proposed change) any asset saleprovision of the Contribution Documents, the BPCL Documents, UK Holdco Note, any Foreign Intercompany Loan Document, the Huntsman Agreements listed on Exhibit 1.1(c), the ICI Agreements listed on -------------- Exhibit 1.1(d); --------------
(iii) amend, modify or change in any way adverse to the interests of control or similar event the Lenders (as determined by the Administrative Agent in its sole reasonable discretion after reasonable advance notice of such proposed change), its Organizational Documents (including, without limitation, by way filing or modification of depositing with the trustee any certificate of designation) or by-laws, or any agreement entered into by it, with respect thereto to its Capital Stock, or enter into any new agreement with respect to its Capital Stock or any other Person money or securities before due for new tax sharing agreement which in any way could reasonably be expected to be adverse to the purpose interests of paying when due any New Senior Subordinated Notes, Bridge Financing or Existing Senior Subordinated Notes; provided that the proviso to preceding clause (i) shall be equally applicable to this clause (ii)Lenders; or
(iiiiv) amend or modifyissue any class of its Capital Stock other than (y) in the case of the Borrower and its Subsidiaries, or permit non-redeemable Capital Stock (including by private placements) and (z) in the amendment or modification ofcase of Holdings, any provision issuances of any New Senior Subordinated Note DocumentCapital Stock (including by private placements) where, Bridge Financing Documentafter giving effect to such issuance, the Existing 9 1/4% Senior Subordinated Notes Indenture or the Existing 11 1/4% Senior Secured Notes Indenture, except (ino 152 Event of Default will exist under Section 10.1(m) if only the respective trustee's consent is required pursuant and to the respective indentureextent --------------- the proceeds thereof are applied in accordance with this Agreement. The Administrative Agent agrees that, the consent of the Agent (and not the Required Lenders) shall be with respect to any matters required to permit any of the foregoing be reasonably satisfactory or acceptable to it, it shall exercise its reasonable judgment in making, and (ii) if consent of any noteholders is required pursuant to the respective indentureshall not unreasonably withhold or delay, the consent of the Required Lenders (not to be unreasonably withheld) shall be required to permit any of the foregoingsuch determination.
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