Major Collateral Dispositions. Neither the Company nor the Issuer shall, nor shall the Company permit any Restricted Subsidiary to, consummate a Major Collateral Disposition unless, in addition to complying with the provisions set forth in Section 4.08(a) above, (i) the Net Available Cash from such Major Collateral Disposition, other than in the event of a Major Collateral Disposition occurring as a result of an Involuntary Loss, shall be sufficient to prepay all unpaid principal, interest and all other amounts payable in respect of all Secured Indebtedness and (ii) an amount equal to 100% of the Net Available Cash from any such Major Collateral Disposition (including as a result of an Involuntary Loss) is applied (A) first, (x) with respect to Net Available Cash deposited in the Notes Collateral Account, to make an offer to the holders of the Notes to purchase any and all of the outstanding Notes at a purchase price in cash equal to 100% of the principal amount thereof plus, in each case, accrued and unpaid interest, if any, plus any Additional Amounts due thereon or which will become due as a result of the repurchase or otherwise, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest on the relevant interest payment date), in accordance with the procedures set forth in this Section 4.08(b) and (y) with respect to Net Available Cash deposited in the Additional Indebtedness Collateral Account to the extent the Company or any Restricted Subsidiary is so required by the terms of any Secured Indebtedness (other than the Notes and the Guarantee), to prepay, repay, redeem or repurchase such Secured Indebtedness; and (B) second, to the extent of the balance of such Net Available Cash, after application in accordance with clause (A) and, to the extent the Company elects, to replace any assets or property or to purchase properties, assets or rights to be used in the business of the Company and owned by the Company, provided that such property, assets or rights shall become subject to the Liens of the Security Documents (which shall be first priority perfected Liens unless otherwise contemplated by the Security Documents) and shall become Collateral governed by the Collateral Agency Agreement. Any Net Available Cash not applied pursuant to clause (A) or (B) shall remain in the Collateral Accounts except as provided in Section 4.08(c) below. The Issuer will be required to purchase all Notes tendered pursuant to an offer by the Issuer under this Section 4.08(b) other than in the event of an offer resulting from an Involuntary Loss, in which case, the Issuer will be required to purchase Notes from all holders that tender their Notes, in each case in accordance with the procedures (including, in the event of an offer resulting from an Involuntary Loss, prorating in the event of oversubscription) set forth in this Section 4.08(b).
Appears in 1 contract
Samples: Indenture (Pt Polytama Propindo)
Major Collateral Dispositions. Neither the Company nor the Issuer shall, nor shall the Company permit any Restricted Subsidiary to, consummate a Major Collateral Disposition unless, in addition to complying with the provisions set forth in Section 4.08(a) above, (i) the Net Available Cash from such Major Collateral Disposition, other than in the event of a Major Collateral Disposition occurring as a result of an Involuntary Loss, shall be sufficient to prepay all unpaid principal, interest and all other amounts payable in respect of all Secured Indebtedness and (ii) an amount equal to 100% of the Net Available Cash from any such Major Collateral Disposition (including as a result of an Involuntary Loss) is applied (A) first, (x) with respect to Net Available Cash deposited in the Notes Collateral Account, to make an offer to the holders of the Notes to purchase any and all of the outstanding Notes at a purchase price in cash equal to 100% of the principal amount thereof plus, in each case, accrued and unpaid interest, if any, plus any Additional Amounts due thereon or which will become due as a result of the repurchase or otherwise, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest on the relevant interest payment date), in accordance with the procedures set forth in this Section 4.08(b) and (y) with respect to Net Available Cash deposited in the Additional Indebtedness Collateral Account to the extent the Company or any Restricted Subsidiary is so required by the terms of any Secured Indebtedness (other than the Notes and the Guarantee), to prepay, repay, redeem or repurchase such Secured Indebtedness; and (B) second, to the extent of the balance of such Net Available Cash, after application in accordance with clause (A) and, to the extent the Company elects, to replace any assets or property or to purchase properties, assets or rights to be used in the business of the Company and owned by the Company, provided that such property, assets or rights shall become subject to the Liens of the Security Documents (which shall be first priority perfected Liens unless otherwise contemplated by the Security Documents) and shall become Collateral governed by the Collateral Agency Agreement. Any Net Available Cash not applied pursuant to clause (A) or (B) shall remain in the Collateral Accounts except as provided in Section 4.08(c) below. The Issuer will be required to purchase all Notes tendered pursuant to an offer by the Issuer under this Section 4.08(b) other than in the event of an offer resulting from an Involuntary Loss, in which case, the Issuer will be required to purchase Notes from all holders that tender their Notes, in each case in accordance with the procedures (including, in the event of an offer resulting from an Involuntary Loss, prorating in the event of oversubscription) set forth in this Section 4.08(b). Within 30 days following any Major Collateral Disposition, unless notice of redemption of the Notes has been given pursuant to Section 3 of the Notes, the Issuer shall mail a notice to each Holder with a copy to the Trustee stating: (1) that a Major Collateral Disposition has occurred and that such Holder has the right to require the Issuer to purchase (the "MCD OFFER") such Holder's Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest on the relevant interest payment date) plus any Additional Amounts then due or which will become due as a result of the repurchase or otherwise; (2) the circumstances and relevant facts regarding such Major Collateral Disposition (including information with respect to the Collateral disposed of, the circumstances surrounding such disposal and the intended use of the Net Available Cash (including the identification of any Additional Assets to be purchased), if any, after repurchasing all Notes tendered) in each case in reasonable detail; (3) the repurchase date (the "MCD PURCHASE DATE") which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed; and (4) the instructions, as set forth below, determined by the Issuer, consistent with this Section 4.08(b), that a Holder must follow in order to have its Notes purchased. Not later than the date upon which written notice of a Major Collateral Disposition is delivered to the Trustee, the Issuer shall deliver to the Trustee an Officer's Certificate as to (i) the amount of Net Available Cash from such Major Collateral Disposition available to purchase Notes, including principal and interest (the "MCD OFFER AMOUNT") and (ii) the compliance of the allocation of Net Available Cash from such Major Collateral Disposition with the provisions of Sections 4.08(a) and (b). On such date, the Issuer shall also irrevocably deposit with the Trustee cash and Temporary Cash Investments maturing on or prior to the MCD Purchase Date (or direct the Trustee to apply Trust Monies in accordance with Section 13.02) in an amount equal to the MCD Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the MCD Offer remains open (the "MCD OFFER PERIOD"), the Issuer shall deliver to the Trustee the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuer. The Trustee shall, on the MCD Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price. Any unused funds deposited by the Issuer (but not Trust Monies) shall be delivered by the Trustee to the Issuer immediately after expiration of the MCD Offer Period. Any unused Trust Monies shall be redeposited with the Collateral Agent in the Notes Collateral Account. Holders electing to have a Note (or any portion thereof) purchased will be required to surrender the Note, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least five Business Days prior to the MCD Purchase Date. Holders will be entitled to withdraw their election, in whole or in part, if the Trustee or the Issuer receives, not later than three Business Days prior to the MCD Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or any portion thereof) which was delivered for purchase by the Holder and a statement, as applicable, that (x) such Holder is withdrawing, in its entirety, such Holder's election to have such Note (or any portion thereof) purchased or (y) such Holder is withdrawing, in part, such Holder's election to have such Note (or any portion thereof) purchased and specifying the amount of such Note to be purchased. If, at the expiration of the MCD Offer Period, the aggregate principal amount of Notes surrendered by Holders exceeds the MCD Offer Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $1.00, or integral multiples thereof, shall be purchased). Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. At the time the Issuer delivers Notes to the Trustee which are to be accepted for purchase, the Issuer will also deliver an Officer's Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section. A Note (or any portion thereof) shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. All Notes delivered to the Trustee shall be canceled upon completion of the purchase. Each of the Issuer and the Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase or redemption of Notes as described above. To the extent that the provisions of any securities laws or regulations conflict with provisions relating to the MCD Offer, each the Issuer and the Company will comply with the applicable laws and regulations and will not be deemed to have breached its obligations described above by virtue thereof.
Appears in 1 contract
Samples: Indenture (Pt Polytama Propindo)
Major Collateral Dispositions. Neither the Company nor the Issuer shall, nor shall the Company permit any Restricted Subsidiary to, consummate a Major Collateral Disposition unless, in addition to complying with the provisions set forth in Section 4.08(a) above, (i) the Net Available Cash from such Major Collateral Disposition, other than in the event of a Major Collateral Disposition occurring as a result of an Involuntary Loss, shall be sufficient to prepay all unpaid principal, interest and all other amounts payable in respect of all Secured Indebtedness and (ii) an amount equal to 100% of the Net Available Cash from any such Major Collateral Disposition (including as a result of an Involuntary Loss) is applied (A) first, (x) with respect to Net Available Cash deposited in the Notes Collateral Account, to make an offer to the holders of the Notes to purchase any and all of the outstanding Notes at a purchase price in cash equal to 100% of the principal amount thereof plus, in each case, accrued and unpaid interest, if any, plus any Additional Amounts due thereon or which will become due as a result of the repurchase or otherwise, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest on the relevant interest payment date), in accordance with the procedures set forth in this Section 4.08(b) and (y) with respect to Net Available Cash deposited in the Additional Indebtedness Collateral Account to the extent the Company or any Restricted Subsidiary is so required by the terms of any Secured Indebtedness (other than the Notes and the Guarantee), to prepay, repay, redeem or repurchase such Secured Indebtedness; and (B) second, to the extent of the balance of such Net Available Cash, after application in accordance with clause (A) and, to the extent the Company elects, to replace any assets or property or to purchase properties, assets or rights to be used in the business of the Company and owned by the Company, provided that such property, assets or rights shall become subject to the Liens of the Security Documents (which shall be first priority perfected Liens unless otherwise contemplated by the Security Documents) and shall become Collateral governed by the Collateral Agency Agreement. Any Net Available Cash not applied pursuant to clause (A) or (B) shall remain in the Collateral Accounts except as provided in Section 4.08(c4.08(e) below. The Issuer will be required to purchase all Notes tendered pursuant to an offer by the Issuer under this Section 4.08(b) other than in the event of an offer resulting from an Involuntary Loss, in which case, the Issuer will be required to purchase Notes from all holders that tender their Notes, in each case in accordance with the procedures (including, in the event of an offer resulting from an Involuntary Loss, prorating in the event of oversubscription) set forth in this Section 4.08(b). Within 30 days following any Major Collateral Disposition, unless notice of redemption of the Notes has been given pursuant to Section 3 of the Notes, the Issuer shall mail a notice to each Holder with a copy to the Trustee stating: (1) that a Major Collateral Disposition has occurred and that such Holder has the right to require the Issuer to purchase (the "MCD OFFER") such Holder's Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest on the relevant interest payment date) plus any Additional Amounts then due or which will become due as a result of the repurchase or otherwise; (2) the circumstances and relevant facts regarding such Major Collateral Disposition (including information with respect to the Collateral disposed of, the circumstances surrounding such disposal and the intended use of the Net Available Cash (including the identification of any Additional Assets to be purchased), if any, after repurchasing all Notes tendered) in each case in reasonable detail; (3) the repurchase date (the "MCD PURCHASE DATE") which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed; and (4) the instructions, as set forth below, determined by the Issuer, consistent with this Section 4.08(b), that a Holder must follow in order to have its Notes purchased. Not later than the date upon which written notice of a Major Collateral Disposition is delivered to the Trustee, the Issuer shall deliver to the Trustee an Officer's Certificate as to (i) the amount of Net Available Cash from such Major Collateral Disposition available to purchase Notes, including principal and interest (the "MCD OFFER AMOUNT") and (ii) the compliance of the allocation of Net Available Cash from such Major Collateral Disposition with the provisions of Sections 4.08(a) and (b). On such date, the Issuer shall also irrevocably deposit with the Trustee cash and Temporary Cash Investments maturing on or prior to the MCD Purchase Date (or direct the Trustee to apply Trust Monies in accordance with Section 13.02) in an amount equal to the MCD Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the MCD Offer remains open (the "MCD OFFER PERIOD"), the Issuer shall deliver to the Trustee the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuer. The Trustee shall, on the MCD Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price. Any unused funds deposited by the Issuer (but not Trust Monies) shall be delivered by the Trustee to the Issuer immediately after expiration of the MCD Offer Period. Any unused Trust Monies shall be redeposited with the Collateral Agent in the Notes Collateral Account. Holders electing to have a Note (or any portion thereof) purchased will be required to surrender the Note, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least five Business Days prior to the MCD Purchase Date. Holders will be entitled to withdraw their election, in whole or in part, if the Trustee or the Issuer receives, not later than three Business Days prior to the MCD Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or any portion thereof) which was delivered for purchase by the Holder and a statement, as applicable, that (x) such Holder is withdrawing, in its entirety, such Holder's election to have such Note (or any portion thereof) purchased or (y) such Holder is withdrawing, in part, such Holder's election to have such Note (or any portion thereof) purchased and specifying the amount of such Note to be purchased. If, at the expiration of the MCD Offer Period, the aggregate principal amount of Notes surrendered by Holders exceeds the MCD Offer Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $1.00, or integral multiples thereof, shall be purchased). Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. At the time the Issuer delivers Notes to the Trustee which are to be accepted for purchase, the Issuer will also deliver an Officer's Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section. A Note (or any portion thereof) shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. All Notes delivered to the Trustee shall be canceled upon completion of the purchase. Each of the Issuer and the Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase or redemption of Notes as described above. To the extent that the provisions of any securities laws or regulations conflict with provisions relating to the MCD Offer, each the Issuer and the Company will comply with the applicable laws and regulations and will not be deemed to have breached its obligations described above by virtue thereof.
Appears in 1 contract
Samples: Indenture (Pt Polytama Propindo)
Major Collateral Dispositions. Neither the Company nor the Issuer shall, nor shall the Company permit any Restricted Subsidiary to, consummate a Major Collateral Disposition unless, in addition to complying with the provisions set forth in Section 4.08(a) above, (i) the Net Available Cash from such Major Collateral Disposition, other than in the event of a Major Collateral Disposition occurring as a result of an Involuntary Loss, shall be sufficient to prepay all unpaid principal, interest and all other amounts payable in respect of all Secured Indebtedness and (ii) an amount equal to 100% of the Net Available Cash from any such Major Collateral Disposition (including as a result of an Involuntary Loss) is applied (A) first, (x) with respect to Net Available Cash deposited in the Notes Collateral Account, to make an offer to the holders of the Notes to purchase any and all of the outstanding Notes at a purchase price in cash equal to 100% of the principal amount thereof plus, in each case, accrued and unpaid interest, if any, plus any Additional Amounts due thereon or which will become due as a result of the repurchase or otherwise, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest on the relevant interest payment date), in accordance with the procedures set forth in this Section 4.08(b) and (y) with respect to Net Available Cash deposited in the Additional Indebtedness Collateral Account to the extent the Company or any Restricted Subsidiary is so required by the terms of any Secured Indebtedness (other than the Notes and the Guarantee), to prepay, repay, redeem or repurchase such Secured Indebtedness; and (B) second, to the extent of the balance of such Net Available Cash, after application in accordance with clause (A) and, to the extent the Company elects, to replace any assets or property or to purchase properties, assets or rights to be used in the business of the Company and owned by the Company, provided that such property, assets or rights shall become subject to the Liens of the Security Documents (which shall be first priority perfected Liens unless otherwise contemplated by the Security Documents) and shall become Collateral governed by the Collateral Agency Agreement. Any Net Available Cash not applied pursuant to clause (A) or (B) shall remain in the Collateral Accounts except as provided in Section 4.08(c4.08(e) below. The Issuer will be required to purchase all Notes tendered pursuant to an offer by the Issuer under this Section 4.08(b) other than in the event of an offer resulting from an Involuntary Loss, in which case, the Issuer will be required to purchase Notes from all holders that tender their Notes, in each case in accordance with the procedures (including, in the event of an offer resulting from an Involuntary Loss, prorating in the event of oversubscription) set forth in this Section 4.08(b).
Appears in 1 contract
Samples: Indenture (Pt Polytama Propindo)
