Limitations on Redemptions of Indebtedness. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, voluntarily Redeem any of the Existing Senior Notes or any Permitted Unsecured Notes prior to their stated maturity, except: (a) in the case of any Existing Senior Notes or Permitted Unsecured Notes with maturity dates on or after the Scheduled Maturity Date, the Borrower and its Restricted Subsidiaries may Redeem such Existing Senior Notes or Permitted Unsecured Notes solely with payments (which payments may include cash consideration to effect an exchange of any of the Existing Senior Notes or Permitted Unsecured Notes as part of a permitted refinancing) made with the proceeds of Permitted Refinancing Indebtedness; (b) the Borrower and its Restricted Subsidiaries may Redeem any Existing Senior Notes or Permitted Unsecured Notes so long as, after giving pro forma effect to any such Redemption, the Payment Conditions are satisfied; and (c) the Borrower and its Restricted Subsidiaries may Redeem any Existing Senior Notes or Permitted Unsecured Notes from the Net Cash Proceeds received by the Borrower or such Restricted Subsidiary from one or more Fayetteville Transactions so long as (i) no Loans are outstanding immediately before and after giving effect to such Redemption, (ii) such Redemption is made prior to the Fayetteville Proceeds Deadline and (iii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuing.
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Samples: Credit Agreement, Credit Agreement (Southwestern Energy Co)
Limitations on Redemptions of Indebtedness. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, voluntarily Redeem any of the Existing Senior Notes or any Permitted Unsecured Notes Designated Indebtedness prior to their its stated maturity, except:
(a) in the case of any Existing Senior Notes or Permitted Unsecured Notes with maturity dates on or after the Scheduled Maturity Date, the Borrower and its Restricted Subsidiaries may Redeem such Existing Senior Notes Designated Indebtedness with (i) Permitted Junior Lien Term Loan Indebtedness or Permitted Unsecured Notes solely Indebtedness in exchange therefor or (ii) with payments (which payments may include cash consideration to effect an exchange of any of the Existing Senior Notes or Permitted Unsecured Notes such notes as part of a permitted refinancing) made with the proceeds of Permitted Refinancing IndebtednessIndebtedness in respect thereof;
(b) the Borrower and its Restricted Subsidiaries may Redeem any Existing Senior Notes or Permitted Unsecured Notes Designated Indebtedness so long as, immediately after giving pro forma effect to any such Redemption, the Payment Conditions are satisfied; and;
(c) the Borrower or any Restricted Subsidiary may Redeem any Designated Indebtedness with the net cash proceeds from any Substantially Concurrent Issuance of any equity securities (other than Disqualified Stock) (it being understood that the Borrower may use of all or a portion of the net cash proceeds of any such equity issuance to temporarily reduce Borrowings under this Agreement pending such Redemption and may reborrow under this Agreement in an amount not to exceed the amount of prepayments previously made with the proceeds of such equity issuance in order to effect such Redemption pursuant to this clause (c));
(d) the Borrower and its Restricted Subsidiaries may Redeem any Existing Senior Notes or Permitted Unsecured Notes from the Net Cash Proceeds received issued by the Borrower or such Restricted Subsidiary from one or more Fayetteville Transactions so long as in anticipation of a Permitted Acquisition permitted hereunder if (i) no Loans are outstanding immediately before the Borrower is irrevocably obligated to Redeem such Permitted Unsecured Notes if such Permitted Acquisition is not consummated prior to the earlier of (A) the date that is 180 days after the issuance of such Permitted Unsecured Notes and after giving effect (B) the date on which either party has the right to terminate the related acquisition agreement if such RedemptionPermitted Acquisition has not been consummated by such date (such earlier date, the “Permitted Acquisition Outside Date”), (ii) the Borrower or any Restricted Subsidiary becomes obligated to effect the Redemption of such Redemption is made Permitted Unsecured Notes as a result of such Permitted Acquisition not being consummated prior to the Fayetteville Proceeds Deadline and Permitted Acquisition Outside Date, (iii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuing and (iv) either (1) (x) the cash proceeds from the issuance of such Permitted Unsecured Notes shall have been escrowed and separated from the other cash of the Borrower and its Restricted Subsidiaries and held for purposes of such Redemption and (y) the Borrower and its Restricted Subsidiaries use only the cash proceeds that have been so escrowed in order to effect such Redemption or (2) to the extent the cash proceeds from the issuance of such Permitted Unsecured Notes are not escrowed as described in clause (1)(x), at the time of and immediately after giving pro forma effect to such Redemption, Availability shall be greater than or equal to the sum of (i) the aggregate principal amount of the Permitted Unsecured Notes issued and (ii) 20% of the Credit Limit then in effect; and
(e) the Borrower and its Restricted Subsidiaries may Redeem any Qualifying Acquisition Indebtedness incurred in advance of (and not substantially contemporaneously with) the closing of the acquisition of the applicable Qualifying Acquisition Properties at par (plus any interest accrued thereon pursuant to the terms of such Qualifying Acquisition Indebtedness), if (i) the Borrower or any Restricted Subsidiary becomes obligated to effect the Redemption of such Qualifying Acquisition Indebtedness as a result of such acquisition not being consummated prior to the specified “outside date” (or any similar term) in respect of such acquisition under the definitive acquisition agreement governing such acquisition (or such other date after such “outside date” as agreed by the lenders or other investors providing such Qualifying Acquisition Indebtedness), so long as such Redemption occurs no later than 180 days after the date on which such Qualifying Acquisition Indebtedness is incurred and (ii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuing.
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Limitations on Redemptions of Indebtedness. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, voluntarily Redeem any of the Existing Senior Notes or any Permitted Unsecured Notes Designated Indebtedness prior to their its stated maturity, except:
(a) in the case of any Existing Senior Notes or Permitted Unsecured Notes with maturity dates on or after the Scheduled Maturity Date, the Borrower and its Restricted Subsidiaries may Redeem such Existing Senior Notes or Designated Indebtedness with (i) Permitted Unsecured Notes solely Indebtedness issued in exchange therefor or (ii) with payments (which payments may include cash consideration to effect an exchange of any of the Existing Senior Notes or Permitted Unsecured Notes such notes as part of a permitted refinancing) made with the proceeds of Permitted Refinancing IndebtednessIndebtedness in respect thereof;
(b) the Borrower and its Restricted Subsidiaries may Redeem any Existing Senior Notes or Permitted Unsecured Notes Designated Indebtedness so long as, immediately after giving pro forma effect to any such Redemption, the Payment Conditions are satisfied; and
(c) the Borrower and its or any Restricted Subsidiaries Subsidiary may Redeem any Existing Senior Notes or Permitted Unsecured Notes from the Net Cash Proceeds received by the Borrower or such Restricted Subsidiary from one or more Fayetteville Transactions so long as Designated Indebtedness (i) no Loans are outstanding immediately before with the net cash proceeds from any Substantially Concurrent Issuance of any Equity Interests of the Borrower (other than Disqualified Stock) (it being understood that the Borrower may use of all or a portion of the net cash proceeds of any such equity issuance to temporarily reduce Borrowings under this Agreement pending such Redemption and after giving may reborrow under this Agreement in an amount not to exceed the amount of prepayments previously made with the proceeds of such equity issuance in order to effect such Redemption pursuant to such Redemption, this clause (c)) or (ii) such Redemption is made prior as an exchange for or conversion to any Equity Interests of the Fayetteville Proceeds Deadline and Borrower (iii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuingother than Disqualified Stock).
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Limitations on Redemptions of Indebtedness. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, voluntarily Redeem any of the Existing Designated Senior Notes or any Permitted Unsecured Notes prior to their stated maturity, except:
(a) in the case of any Existing Designated Senior Notes or Permitted Unsecured Notes with maturity dates on or after the Scheduled Maturity Date, the Borrower and its Restricted Subsidiaries may Redeem such Existing Designated Senior Notes or Permitted Unsecured Notes solely with payments (which payments may include cash consideration to effect an exchange of any of the Existing Designated Senior Notes or Permitted Unsecured Notes as part of a permitted refinancing) made with the proceeds of Permitted Refinancing Indebtedness;
(b) the Borrower and its Restricted Subsidiaries may Redeem any Existing 2022 Senior Notes and, from and after the consummation of the Montage Merger and the 2023 Senior Notes Assumption, 2023 Senior Notes, in each case, with payments made with the proceeds of Permitted Refinancing Indebtedness; provided that (i) in the case of the 2023 Senior Notes, such Redemption is made at least 91 days prior to the 2023 Senior Notes Scheduled Maturity Date and (ii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Permitted Unsecured Event of Default shall have occurred and be continuing;
(c) the Borrower and its Restricted Subsidiaries may Redeem any Designated Senior Notes so long as, after giving pro forma effect to any such Redemption, the Payment Conditions are satisfied; and;
(cd) the Borrower and its Restricted Subsidiaries may Redeem any Existing Senior Notes or Permitted Unsecured Notes from the Net Cash Proceeds received by the Borrower or such Restricted Subsidiary from one or more Fayetteville Transactions so long as (i) no Loans are outstanding immediately before and after giving effect to such Redemption, (ii) such Redemption is made prior to the Fayetteville Proceeds Deadline and (iii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuing;
(e) the Borrower or any Restricted Subsidiary may Redeem any Designated Senior Notes with the net cash proceeds from any Substantially Concurrent Issuance of any equity securities (other than Disqualified Stock) (it being understood that the Borrower may use of all or a portion of the net cash proceeds of any such equity issuance to temporarily reduce Borrowings under this Agreement pending such Redemption and may reborrow under this Agreement in an amount not to exceed the amount of prepayments previously made with the proceeds of such equity issuance in order to effect such Redemption pursuant to this clause (e));
(f) from and after the consummation of the Montage Merger and the 2023 Senior Notes Assumption, the Borrower and its Restricted Subsidiaries may Redeem any 2022 Senior Notes or 2023 Senior Notes with the proceeds of any Montage Refinancing Loans so long as (i) such Redemption is made prior to the Montage Refinancing Deadline, and (ii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuing;
(g) from and after the consummation of the Montage Merger and the 2023 Senior Notes Assumption, the Borrower and its Restricted Subsidiaries may Redeem any 2023 Senior Notes with the proceeds of Loans made pursuant to this Agreement so long as (i) such Redemption is made prior to the Montage Refinancing Deadline, (ii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuing, and (iii) the aggregate principal amount of Redemptions of 2023 Senior Notes made pursuant to this Section 6.10(g) shall not exceed $25,000,000;
(h) the Borrower and its Restricted Subsidiaries may Redeem any Montage Refinancing Senior Notes if (i) the Borrower is irrevocably obligated to Redeem such Montage Refinancing Senior Notes if the Montage Merger is not consummated prior to the Montage Refinancing Deadline, (ii) the Borrower or any Restricted Subsidiary becomes obligated to effect the Redemption of such Montage Refinancing Senior Notes as a result of the Montage Merger not being consummated prior to the Montage Refinancing Deadline, (iii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuing and (iv) either (1) (x) the cash proceeds from the issuance of such Montage Refinancing Senior Notes shall have been escrowed and separated from the other cash of the Borrower and its Restricted Subsidiaries and held for purposes of such Redemption and (y) the Borrower and its Restricted Subsidiaries use only the cash proceeds that have been so escrowed in order to effect such Redemption or (2) to the extent the cash proceeds from the issuance of such Montage Refinancing Senior Notes are not escrowed as described in clause (1)(x), at all times from the date the Montage Refinancing Senior Notes are issued until such Redemption, Liquidity shall be greater than or equal to the sum of (i) the aggregate principal amount of the Montage Refinancing Senior Notes issued and (ii) 20% of the Credit Limit then in effect; and
(i) the Borrower and its Restricted Subsidiaries may Redeem any Permitted Unsecured Notes issued by the Borrower in anticipation of a Permitted Acquisition permitted hereunder if (i) the Borrower is irrevocably obligated to Redeem such Permitted Unsecured Notes if such Permitted Acquisition is not consummated prior to the earlier of (A) the date that is 180 days after the issuance of such Permitted Unsecured Notes and (B) the date on which either party has the right to terminate the related acquisition agreement if such Permitted Acquisition has not been consummated by such date (such earlier date, the “Permitted Acquisition Outside Date”), (ii) the Borrower or any Restricted Subsidiary becomes obligated to effect the Redemption of such Permitted Unsecured Notes as a result of such Permitted Acquisition not being consummated prior to the Permitted Acquisition Outside Date, (iii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuing and (iv) either (1) (x) the cash proceeds from the issuance of such Permitted Unsecured Notes shall have been escrowed and separated from the other cash of the Borrower and its Restricted Subsidiaries and held for purposes of such Redemption and (y) the Borrower and its Restricted Subsidiaries use only the cash proceeds that have been so escrowed in order to effect such Redemption or (2) to the extent the cash proceeds from the issuance of such Permitted Unsecured Notes are not escrowed as described in clause (1)(x), at the time of and immediately after giving pro forma effect to such Redemption, Availability shall be greater than or equal to the sum of (i) the aggregate principal amount of the Permitted Unsecured Notes issued and (ii) 20% of the Credit Limit then in effect.
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Limitations on Redemptions of Indebtedness. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, voluntarily Redeem any of the Existing Senior Notes or any Permitted Unsecured Notes prior to their stated maturity, except:
(a) in the case of any Existing Senior Notes or Permitted Unsecured Notes with maturity dates on or after the Scheduled Maturity Date, the Borrower and its Restricted Subsidiaries may Redeem such Existing Senior Notes or Permitted Unsecured Notes (i) solely with payments (which payments may include cash consideration to effect an exchange of any of the Existing Senior Notes or Permitted Unsecured Notes as part of a permitted refinancing) made (A) with the proceeds of Permitted Refinancing Indebtedness;, (B) with the proceeds of Permitted Designated Subsidiary Indebtedness or (C) with the Available Amount Basket and (ii) so long as, after giving pro forma effect to such repayment, redemption, repurchase or retirement, the Borrower is in Pro Forma Financial Covenant Compliance; and
(b) in the case of any Existing Senior Notes with maturity dates prior to the Scheduled Maturity Date, the Borrower and its Restricted Subsidiaries may Redeem any such Existing Senior Notes or Permitted Unsecured Notes so long as, after giving pro forma effect to any such Redemptionpayment, the Payment Conditions are satisfied; and
(c) the Borrower and its Restricted Subsidiaries may Redeem any Existing Senior Notes or Permitted Unsecured Notes from the Net Cash Proceeds received by the Borrower or such Restricted Subsidiary from one or more Fayetteville Transactions so long as (i) no Loans are outstanding immediately before and after giving effect to such Redemption, (ii) such Redemption is made prior to the Fayetteville Proceeds Deadline and (iii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuingin Pro Forma Financial Covenant Compliance.
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Limitations on Redemptions of Indebtedness. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, voluntarily Redeem any of the Existing Designated Senior Notes or any Permitted Unsecured Notes prior to their stated maturity, except:
(a) in the case of any Existing Designated Senior Notes or Permitted Unsecured Notes with maturity dates on or after the Scheduled Maturity Date, the Borrower and its Restricted Subsidiaries may Redeem such Existing Designated Senior Notes with other Designated Senior Notes in exchange therefor or Permitted Unsecured Notes solely with payments (which payments may include cash consideration to effect an exchange of any of the Existing Designated Senior Notes or Permitted Unsecured Notes as part of a permitted refinancing) made with (i) the proceeds of Permitted Refinancing IndebtednessIndebtedness or (ii) with respect to the Redemption of the 2029 Senior Notes, 2029 Senior Notes Redemption Loan Proceeds;
(b) the Borrower and its Restricted Subsidiaries may Redeem any Existing 2022 Senior Notes and, from and after the consummation of the Montage Merger and the 2023 Senior Notes Assumption, 2023 Senior Notes, in each case, with payments made with the proceeds of Permitted Refinancing Indebtedness; provided that (i) in the case of the 2023 Senior Notes, such Redemption is made at least 91 days prior to the 2023 Senior Notes Scheduled Maturity Date and (ii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Permitted Unsecured Event of Default shall have occurred and be continuing;
(c) the Borrower and its Restricted Subsidiaries may Redeem any Designated Senior Notes so long as, after giving pro forma effect to any such Redemption, the Payment Conditions are satisfied; and;
(cd) the Borrower and its Restricted Subsidiaries may Redeem any Existing Senior Notes or Permitted Unsecured Notes from the Net Cash Proceeds received by the Borrower or such Restricted Subsidiary from one or more Fayetteville Transactions so long as (i) no Loans are outstanding immediately before and after giving effect to such Redemption, (ii) such Redemption is made prior to the 860627.02-LACSR02A - MSW Fayetteville Proceeds Deadline and (iii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuing;
(e) the Borrower or any Restricted Subsidiary may Redeem any Designated Senior Notes with the net cash proceeds from any Substantially Concurrent Issuance of any equity securities (other than Disqualified Stock) (it being understood that the Borrower may use of all or a portion of the net cash proceeds of any such equity issuance to temporarily reduce Borrowings under this Agreement pending such Redemption and may reborrow under this Agreement in an amount not to exceed the amount of prepayments previously made with the proceeds of such equity issuance in order to effect such Redemption pursuant to this clause (e));
(f) from and after the consummation of the Montage Merger and the 2023 Senior Notes Assumption, the Borrower and its Restricted Subsidiaries may Redeem any 2022 Senior Notes or 2023 Senior Notes with the proceeds of any Montage Refinancing Loans so long as (i) such Redemption is made prior to the Montage Refinancing Deadline, and (ii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuing;
(g) from and after the consummation of the Montage Merger and the 2023 Senior Notes Assumption, the Borrower and its Restricted Subsidiaries may Redeem any 2023 Senior Notes with the proceeds of Loans made pursuant to this Agreement so long as (i) such Redemption is made prior to the Montage Refinancing Deadline, (ii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuing, and (iii) the aggregate principal amount of Redemptions of 2023 Senior Notes made pursuant to this Section 6.10(g) shall not exceed $25,000,000;
(h) the Borrower and its Restricted Subsidiaries may Redeem any Montage Refinancing Senior Notes if (i) the Borrower is irrevocably obligated to Redeem such Montage Refinancing Senior Notes if the Montage Merger is not consummated prior to the Montage Refinancing Deadline, (ii) the Borrower or any Restricted Subsidiary becomes obligated to effect the Redemption of such Montage Refinancing Senior Notes as a result of the Montage Merger not being consummated prior to the Montage Refinancing Deadline, (iii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuing and (iv) either (1) (x) the cash proceeds from the issuance of such Montage Refinancing Senior Notes shall have been escrowed and separated from the other cash of the Borrower and its Restricted Subsidiaries and held for purposes of such Redemption and (y) the Borrower and its Restricted Subsidiaries use only the cash proceeds that have been so escrowed in order to effect such Redemption or (2) to the extent the cash proceeds from the issuance of such Montage Refinancing Senior Notes are not escrowed as described in clause (1)(x), at all times from the date the Montage Refinancing Senior Notes are issued until such Redemption, Liquidity shall be greater than or equal to the sum of (i) the aggregate principal amount of the Montage Refinancing Senior Notes issued and (ii) 20% of the Credit Limit then in effect; and
(i) the Borrower and its Restricted Subsidiaries may Redeem any Permitted Unsecured Notes issued by the Borrower in anticipation of a Permitted Acquisition permitted hereunder if (i) the Borrower is irrevocably obligated to Redeem such Permitted Unsecured Notes if such Permitted Acquisition is not consummated prior to the earlier of (A) the date that is 180 days after the issuance of such Permitted Unsecured Notes and (B) the date on which either party has the right to terminate the related acquisition agreement if such Permitted Acquisition has not been consummated by such date (such earlier date, the “Permitted Acquisition Outside Date”), (ii) the Borrower or any Restricted Subsidiary becomes obligated to effect the Redemption of such Permitted Unsecured Notes as a result of such 860627.02-LACSR02A - MSW Permitted Acquisition not being consummated prior to the Permitted Acquisition Outside Date, (iii) at the time of and immediately after giving pro forma effect to such Redemption, no Default or Event of Default shall have occurred and be continuing and (iv) either (1) (x) the cash proceeds from the issuance of such Permitted Unsecured Notes shall have been escrowed and separated from the other cash of the Borrower and its Restricted Subsidiaries and held for purposes of such Redemption and (y) the Borrower and its Restricted Subsidiaries use only the cash proceeds that have been so escrowed in order to effect such Redemption or (2) to the extent the cash proceeds from the issuance of such Permitted Unsecured Notes are not escrowed as described in clause (1)(x), at the time of and immediately after giving pro forma effect to such Redemption, Availability shall be greater than or equal to the sum of (i) the aggregate principal amount of the Permitted Unsecured Notes issued and (ii) 20% of the Credit Limit then in effect.
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