No Prepayment of Debt. Xxxx-Xxxxx will not, and will not permit any of its Subsidiaries to, (a) unless the Required Lenders otherwise agree in writing, make any payment or prepayment of principal of, or premium or interest on, any Subordinated Debt or the Indebtedness evidenced by the Senior Unsecured Notes (i) other than the stated, scheduled date for payment of interest set forth in the applicable Sub Debt Documents and Senior Unsecured Notes Documents, or (ii) which would violate the terms of this Agreement, the applicable Sub Debt Documents or the Senior Unsecured Notes Documents; (b) redeem, retire, purchase, repurchase, defease or otherwise acquire any Subordinated Debt or any Senior Unsecured Notes; or (c) make any deposit (including the payment of amounts into a sinking fund or other similar fund) for any of the foregoing purposes; 70 Xxxx-Xxxxx Amended and Restated Credit Agreement provided, however, that the Borrowers may prepay or repurchase the Senior Unsecured Notes so long as (i) no Default has occurred and is continuing or would result from the prepayment or repurchase thereof and (ii) after giving effect to such prepayment or repurchase, the Average Excess Availability will not be less than $75,000,000. Furthermore, neither Xxxx-Xxxxx nor any Subsidiary will designate any Indebtedness other than the Obligations as "Designated Senior Debt" (or any analogous term) in any Sub Debt Document.
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No Prepayment of Debt. Xxxx-Xxxxx No Borrower will, nor will not, and will not it permit any of its Subsidiaries to,:
(a) unless the Required Lenders otherwise agree in writing, (i) make any payment or prepayment of principal of, or premium or interest on, any Second Lien Debt, Subordinated Debt or senior unsecured Indebtedness (other than any intercompany Indebtedness owing to an Obligor to the Indebtedness evidenced by the Senior Unsecured Notes extent incurred in accordance with clause (f) or (i) of Section 7.2.2) other than the stated, scheduled date for payment of interest set forth in the applicable Sub Debt Documents and Senior Unsecured Notes Documentsdocuments governing such Indebtedness, or (ii) make any payment of any Subordinated Debt which would violate the terms of this Agreement, Agreement or the applicable Sub Subordinated Debt Documents or the Senior Unsecured Notes Documents;
(b) redeem, retire, purchase, repurchase, defease or otherwise acquire any Second Lien Debt, Subordinated Debt or any Senior Unsecured Notessenior unsecured Indebtedness; or
(c) make any deposit (including the payment of amounts into a sinking fund or other similar fund) for any of the foregoing purposes; 70 Xxxx-Xxxxx Amended and Restated Credit Agreement provided, however, that the Borrowers may shall be permitted to prepay or repurchase Indebtedness in an amount not to exceed the Senior Unsecured Notes Available Amount as of the date of the relevant prepayment, so long as at such time (before and immediately after giving effect to such prepayment) (i) no Default or Event of Default has occurred and is continuing or would result from the prepayment or repurchase thereof and (ii) after giving effect the Parent and its Subsidiaries are in pro forma compliance with a Leverage Ratio 0.25x lower than the Leverage Ratio then required to such prepayment or repurchasebe maintained pursuant to Section 7.2.4, determined on a Pro Forma Basis as of the Average Excess Availability will not be less than $75,000,000last day of the Fiscal Quarter most recently ended. Furthermore, neither Xxxx-Xxxxx any Borrower nor any Subsidiary will designate any Indebtedness other than the Obligations as "“Designated Senior Debt" ” (or any analogous term) in any Sub Subordinated Debt Document.
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No Prepayment of Debt. Xxxx-Xxxxx The Borrower will not, and will not permit any of its Subsidiaries to,:
(a) unless the Required Lenders otherwise agree in writing, make or offer to make any payment optional or voluntary prepayment of principal ofany Indebtedness (other than the Loans hereunder and Indebtedness under clauses (d), or premium or interest on(e), any Subordinated Debt or the Indebtedness evidenced by the Senior Unsecured Notes (g) and (i) of Section 7.2.2), except (i) Refinancing Indebtedness incurred pursuant to clause (k) of Section 7.2.2, (ii) a redemption of the Subject Notes, (iii) prepayments equal to the Dollar equivalent of total cash contributions to the equity capital of Borrower after the Effective Date resulting from the proceeds of a private placement or a public issuance of Capital Securities (other than Disqualified Stock) that are not applied to Capital Expenditures or to consummate acquisitions, consolidations, mergers or other business combinations by the statedBorrower or its Subsidiaries, scheduled date for payment less the aggregate amount of interest set forth in any Restricted Payments declared or distributed after the applicable Sub Debt Documents and Senior Unsecured Notes DocumentsEffective Date that were permitted solely due to the capital contributions counted under clause (f)(i)(A)(2) of Section 7.2.6, or (iiiv) which would violate the terms of this Agreement, the applicable Sub Debt Documents or the Senior Unsecured Notes Documents;
(b) redeem, retire, purchase, repurchase, defease or otherwise acquire if at any Subordinated Debt or any Senior Unsecured Notes; or
(c) make any deposit (including the payment of amounts into a sinking fund or other similar fund) for any of the foregoing purposes; 70 Xxxx-Xxxxx Amended time there are no Revolving Loans outstanding both immediately before and Restated Credit Agreement provided, however, that the Borrowers may prepay or repurchase the Senior Unsecured Notes so long as (i) no Default has occurred and is continuing or would result from the prepayment or repurchase thereof and (ii) after giving effect to such prepayment payment or repurchaseprepayment, then the Average Excess Availability will not be less than $75,000,000. Furthermore, neither Xxxx-Xxxxx nor any Subsidiary will designate Borrower may prepay or defease any Indebtedness in an amount up to 50% of the Borrower’s available cash and Cash Equivalent Investments as reflected on the financial statements most recently delivered by Borrower in accordance with clause (a) or clause (b) of Section 7.1.1 for the preceding Fiscal Quarter; or
(b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modifications, waiver or other than change to, any of the Obligations as "Designated Senior Debt" terms of any existing Indebtedness in a manner that could reasonably be expected to be materially adverse to the Lenders (or it being understood that, except in respect of Indebtedness permitted under clause (i) of Section 7.2.2, any analogous term) in amendment to any Sub Debt Documentexisting Indebtedness that purports to shorten the maturity of any of the foregoing, shall be deemed to be materially adverse to the Lenders).
Appears in 1 contract
Samples: Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
No Prepayment of Debt. Xxxx-Xxxxx The Borrower will not, and will not permit NCH or any of its Subsidiaries to, directly or indirectly, make any optional prepayment or distribution on account of, or voluntarily purchase, acquire, redeem or retire, any Debt, prior to 30 days before its originally stated maturity (or its stated maturity on the Closing Date in the case of Debt outstanding on the Closing Date), or in the case of interest, its stated due date, or directly or indirectly become obligated to do any of the foregoing by amending the terms thereof or otherwise, except for:
(a) prepayments of the Loans or other Obligations pursuant to or as permitted by the Loan Documents;
(b) prepayments made with the proceeds of new Debt incurred for the purpose of refinancing the Debt being prepaid, provided that (i) no portion of such new Debt matures or is required to be prepaid, purchased or otherwise retired earlier than the corresponding portion of the Debt being prepaid (including as a result of any prepayment or redemption upon the occurrence of a condition), (ii) such new Debt (A) is subordinated to the Obligations to at least the same extent as the Debt being refinanced if such Debt is Subordinated Debt or (B) is permitted in accordance with this Agreement, and (iii) no Default or Event of Default then exists or would result from such prepayment or refinancing; and
(c) prepayments of trade payables incurred in the ordinary course of the Borrower's or any Subsidiary's business and not overdue by more than 120 days. In addition, the Borrower will not, and will not permit any Subsidiary of its Subsidiaries the Borrower to,
, prepay any rent or other obligations under any operating lease or any other Material Contract prior to 90 days before the originally stated due date therefor (a) unless the Required Lenders otherwise agree in writing, make any payment or prepayment of principal of, or premium or interest on, any Subordinated Debt or the Indebtedness evidenced by due date therefor as of the Senior Unsecured Notes (i) other than the stated, scheduled date for payment of interest set forth Closing Date in the applicable Sub Debt Documents and Senior Unsecured Notes Documents, case of operating leases or (ii) which would violate Material Contracts in existence on the terms of this Agreement, the applicable Sub Debt Documents or the Senior Unsecured Notes Documents;
(b) redeem, retire, purchase, repurchase, defease or otherwise acquire any Subordinated Debt or any Senior Unsecured Notes; or
(c) make any deposit (including the payment of amounts into a sinking fund or other similar fund) for any of the foregoing purposes; 70 Xxxx-Xxxxx Amended and Restated Credit Agreement provided, however, that the Borrowers may prepay or repurchase the Senior Unsecured Notes so long as (i) no Default has occurred and is continuing or would result from the prepayment or repurchase thereof and (ii) after giving effect to such prepayment or repurchase, the Average Excess Availability will not be less than $75,000,000. Furthermore, neither Xxxx-Xxxxx nor any Subsidiary will designate any Indebtedness other than the Obligations as "Designated Senior Debt" (or any analogous term) in any Sub Debt DocumentClosing Date).
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No Prepayment of Debt. Xxxx-Xxxxx The Parent will not, and will not permit any of its Subsidiaries to,:
(a) unless the Required Lenders otherwise agree in writing, (i) make any payment or prepayment of principal of, or premium or interest on, any Subordinated Debt or senior unsecured Indebtedness (other than any intercompany Indebtedness owing to an Obligor to the Indebtedness evidenced by the Senior Unsecured Notes extent incurred in accordance with clause (if) of Section 7.2.2) other than the stated, scheduled date for payment of interest set forth in the applicable Sub Debt Documents and Senior Unsecured Notes Documentsdocuments governing such Indebtedness, or (ii) make any payment of any Subordinated Debt which would violate the terms of this Agreement, Agreement or the applicable Sub Subordinated Debt Documents or the Senior Unsecured Notes Documents;
(b) redeem, retire, purchase, repurchase, defease or otherwise acquire any Subordinated Debt or any Senior Unsecured Notessenior unsecured Indebtedness; or
(c) make any deposit (including the payment of amounts into a sinking fund or other similar fund) for any of the foregoing purposes; 70 Xxxx-Xxxxx Amended and Restated Credit Agreement provided, however, that the Borrowers may Parent shall be permitted to prepay or repurchase Indebtedness in an amount not to exceed the Senior Unsecured Notes Available Amount as of the date of the relevant prepayment, so long as at such time (before and immediately after giving effect to such prepayment) (i) no Default or Event of Default has occurred and is continuing or would result from the prepayment or repurchase thereof and (ii) after giving effect the Parent and its Subsidiaries are in pro forma compliance with a Leverage Ratio 0.25x lower than the Leverage Ratio then required to such prepayment or repurchasebe maintained pursuant to Section 7.2.4, determined on a Pro Forma Basis as of the Average Excess Availability will not be less than $75,000,000last day of the Fiscal Quarter most recently ended. Furthermore, neither Xxxx-Xxxxx the Parent nor any Subsidiary will designate any Indebtedness other than the Obligations under and as "defined in the First Lien Credit Agreement and following the “Termination Date” thereunder, the “Obligations”, as “Designated Senior Debt" ” (or any analogous term) in any Sub Subordinated Debt Document.
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No Prepayment of Debt. Xxxx-Xxxxx The Borrower will not, and will not permit any of its Subsidiaries to,
(a) unless the Required Lenders otherwise agree in writing, make any payment or prepayment of principal of, or premium or interest on, any Subordinated Debt or the Indebtedness evidenced by the Senior Unsecured Notes (i) other than the stated, scheduled date for payment of interest set forth in the applicable Sub Debt Documents and or the Senior Unsecured Notes DocumentsIndenture, or (ii) which would violate the terms of this Agreement, Agreement or the applicable Sub Debt Documents or the Senior Unsecured Notes DocumentsDocument;
(b) redeem, retire, purchase, repurchase, defease or otherwise acquire any Subordinated Debt or any Senior Unsecured Notes, other than purchases or other acquisitions of the Senior Notes (i) using proceeds of the Term Loans; provided that any such purchase or acquisition shall be made at a discount as agreed in the Fee Letter, and (ii) using up to $7,500,000 of the Borrower's own cash; provided that any purchase or acquisition pursuant to subclause (ii) shall (A) occur no earlier than the date that is three months after the Term Loan Commitment has been fully utilized but prior to the date which is 12 months after the Closing Date, (B) be subject to (x) no Default having occurred and being continuing or resulting therefrom, (y) the Borrower being in compliance with the Projections and (z) the written consent of the Administrative Agent, such consent not to be unreasonably delayed or withheld; and (C) be subject to the payment by the Borrower to the Arranger at the time of each such purchase of a fee in the amount set forth in the Fee Letter; or
(c) make any deposit (including the payment of amounts into a sinking fund or other similar fund) for any of the foregoing purposes; 70 Xxxx-Xxxxx Amended and Restated Credit Agreement provided, however, that the Borrowers may prepay or repurchase the Senior Unsecured Notes so long as (i) no Default has occurred and is continuing or would result from the prepayment or repurchase thereof and (ii) after giving effect to such prepayment or repurchase, the Average Excess Availability will not be less than $75,000,000. Furthermore, neither Xxxx-Xxxxx the Borrower nor any Subsidiary will designate any Indebtedness other than the Obligations as "Designated Senior Debt" (or any analogous term) in any Sub Debt Document.
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No Prepayment of Debt. Xxxx-Xxxxx No Borrower will, nor will not, and will not it permit any of its Subsidiaries to,:
(a) unless the Required Lenders otherwise agree in writing, (i) make any payment or prepayment of principal of, or premium or interest on, any Subordinated Debt or senior unsecured Indebtedness (other than any intercompany Indebtedness owing to an Obligor to the Indebtedness evidenced by the Senior Unsecured Notes extent incurred in accordance with clause (f) or (i) of Section 7.2.2) other than the stated, scheduled date for payment of interest set forth in the applicable Sub Debt Documents and Senior Unsecured Notes Documentsdocuments governing such Indebtedness, or (ii) make any payment of any Subordinated Debt which would violate the terms of this Agreement, Agreement or the applicable Sub Subordinated Debt Documents or the Senior Unsecured Notes Documents;
(b) redeem, retire, purchase, repurchase, defease or otherwise acquire any Subordinated Debt or any Senior Unsecured Notessenior unsecured Indebtedness; or
(c) make any deposit (including the payment of amounts into a sinking fund or other similar fund) for any of the foregoing purposes; 70 Xxxx-Xxxxx Amended and Restated Credit Agreement provided, however, that the Borrowers may shall be permitted to prepay or repurchase Indebtedness in an amount not to exceed the Senior Unsecured Notes Available Amount as of the date of the relevant prepayment, so long as at such time (before and immediately after giving effect to such prepayment) (i) no Default or Event of Default has occurred and is continuing or would result from the prepayment or repurchase thereof and (ii) after giving effect the Parent and its Subsidiaries are in pro forma compliance with a Leverage Ratio 0.25x lower than the Leverage Ratio then required to such prepayment or repurchasebe maintained pursuant to Section 7.2.4, determined on a Pro Forma Basis as of the Average Excess Availability will not be less than $75,000,000last day of the Fiscal Quarter most recently ended. Furthermore, neither Xxxx-Xxxxx any Borrower nor any Subsidiary will designate any Indebtedness other than the Obligations as "“Designated Senior Debt" ” (or any analogous term) in any Sub Subordinated Debt Document.
Appears in 1 contract
No Prepayment of Debt. Xxxx-Xxxxx Unless (x) the Leverage Ratio shall be equal to or less than 3.50:1, as set forth in the most recent Compliance Certificate delivered in accordance with Section 7.1.1(c) or (y) irrespective of whether the preceding clause (x) is applicable, an Investment Grade Period shall have commenced at any time following the Restatement Effective Date (irrespective of whether such Investment Grade Period shall have ended), the Borrower will not, and will not permit any of its Subsidiaries to,:
(a) unless the Required Lenders otherwise agree in writing, make or offer to make any payment optional or voluntary prepayment of principal ofany Material Debt (other than the Loans hereunder and Indebtedness under clauses (d), or premium or interest on(e), any Subordinated Debt or the Indebtedness evidenced by the Senior Unsecured Notes (g) and (i) other than the statedof Section 7.2.2), scheduled date for payment except: (i) Refinancing Indebtedness incurred pursuant to clause (k) of interest set forth in the applicable Sub Debt Documents and Senior Unsecured Notes Documents, or Section 7.2.2; (ii) which would violate a redemption, prepayment or defeasance of (including, without limitation, in the terms case of the following clause (y), pursuant to a conversion of any Dividend Notes into Capital Securities (other than Disqualified Stock) of the Borrower), all or a portion of (x) the Subject Notes or (y) any Dividend Notes or other Indebtedness incurred pursuant to Section 7.2.2(m), but subject (in the case of this Agreementclause (y)) to compliance with Section 7.2.6 (it being acknowledged and agreed that any such redemption, the applicable Sub Debt Documents or the Senior Unsecured Notes Documents;
(b) redeem, retire, purchase, repurchase, defease or otherwise acquire any Subordinated Debt or any Senior Unsecured Notes; or
(c) make any deposit (including the payment of amounts into a sinking fund or other similar fund) for any of the foregoing purposes; 70 Xxxx-Xxxxx Amended and Restated Credit Agreement provided, however, that the Borrowers may prepay or repurchase the Senior Unsecured Notes so long as (i) no Default has occurred and is continuing or would result from the prepayment or repurchase thereof and defeasance under this clause (ii) shall be excluded in determining the amount calculated under Section 7.2.6(f)(i)(3)); (iii) prepayments equal to the Dollar equivalent of total cash contributions to the equity capital of Borrower after the Original Effective Date resulting from the proceeds of a private placement or a public issuance of Capital Securities (other than Disqualified Stock), less the aggregate amount of (x) Investments made pursuant to Section 7.2.5(p), (y) Capital Expenditures made or committed to be made pursuant to the proviso to Section 7.2.7 and (z) any Restricted Payments declared or distributed after the Original Effective Date that were permitted solely due to the capital contributions counted under clause (f)(i)(2) of Section 7.2.6; (iv) if at any time there are no Revolving Loans outstanding both immediately before and after giving effect to such prepayment payment or repurchaseprepayment, then the Borrower may prepay or defease any Indebtedness in an amount up to 50% of the Borrower’s available cash and Cash Equivalent Investments as reflected on the financial statements most recently delivered by Borrower in accordance with clause (a) or clause (b) of Section 7.1.1 for the preceding Fiscal Quarter; or (v) redemptions, prepayments or defeasance at any time of any other senior or subordinated Material Debt and premium thereon (whether secured or unsecured) of the Borrower or of any its Subsidiaries, provided that no Default shall have occurred and be continuing at such time or would result therefrom and after giving effect thereto, the Average Excess Availability will sum of the Unused Revolving Credit Commitments and Unrestricted Cash shall not be less than $75,000,000. Furthermore125,000,000, neither Xxxx-Xxxxx nor provided, further that in the case of any Subsidiary will designate any Indebtedness other such redemption, prepayment or defeasance of Material Debt with a scheduled maturity date later than the Obligations Final Maturity Date, the amount of such redemption, prepayment or defeasance (when taken together with any Investment made pursuant to Section 7.2.5(n) and any Restricted Payment made pursuant to Section 7.2.6(f)) shall not exceed the amount at any such time described in Section 7.2.6(f)(i); or
(b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modifications, waiver or other change to, any of the terms of any Material Debt existing as "Designated Senior Debt" of the Original Effective Date in a manner that could reasonably be expected to be materially adverse to the Lenders (it being understood that, except in respect of Material Debt permitted under clause (i) or clause (m) of Section 7.2.2, any analogous term) in amendment to any Sub Material Debt Documentexisting as of the Original Effective Date that purports to shorten the maturity of any of the foregoing, shall be deemed to be materially adverse to the Lenders).
Appears in 1 contract
No Prepayment of Debt. Xxxx-Xxxxx The Borrower will not, and will not permit NCI, NCH or any of its Restricted Subsidiaries to,, directly or indirectly, make any optional prepayment or distribution on account of, or voluntarily purchase, acquire, redeem or retire, any Debt, prior to 30 days before its originally stated maturity (or its stated maturity on the Restatement Effective Date in the case of Debt outstanding on the Restatement Effective Date), or in the case of interest, its stated due date, or directly or indirectly become obligated to do any of the foregoing by amending the terms thereof or otherwise, except for:
(a) unless prepayments of the Required Lenders otherwise agree in writing, make any payment Loans or prepayment of principal of, other Obligations pursuant to or premium or interest on, any Subordinated Debt or the Indebtedness evidenced as permitted by the Senior Unsecured Notes (i) other than the stated, scheduled date for payment of interest set forth in the applicable Sub Debt Documents and Senior Unsecured Notes Documents, or (ii) which would violate the terms of this Agreement, the applicable Sub Debt Documents or the Senior Unsecured Notes Loan Documents;
(b) redeemprepayments made with the proceeds of new Debt incurred for the purpose of refinancing the Debt being prepaid, retireprovided that (i) no portion of such new Debt matures or is required to be prepaid, purchase, repurchase, defease purchased or otherwise acquire retired earlier than the corresponding portion of the Debt being prepaid (including as a result of any prepayment or redemption upon the occurrence of a condition), (ii) such new Debt (A) is subordinated to the Obligations to at least the same extent as the Debt being refinanced if such Debt is Subordinated Debt or any Senior Unsecured Notes(B) is permitted in accordance with this Agreement, and (iii) no Default or Event of Default then exists or would result from such prepayment or refinancing; orand
(c) make any deposit (including prepayments of trade payables incurred in the payment of amounts into a sinking fund or other similar fund) for any ordinary course of the foregoing purposes; 70 Xxxx-Xxxxx Amended and Restated Credit Agreement provided, however, that the Borrowers may prepay or repurchase the Senior Unsecured Notes so long as (i) no Default has occurred and is continuing or would result from the prepayment or repurchase thereof and (ii) after giving effect to such prepayment or repurchase, the Average Excess Availability will not be less than $75,000,000. Furthermore, neither Xxxx-Xxxxx nor any Subsidiary will designate any Indebtedness other than the Obligations as "Designated Senior Debt" (Borrower's or any analogous term) in any Sub Debt DocumentRestricted Subsidiary's business and not overdue by more than 120 days.
Appears in 1 contract
No Prepayment of Debt. Xxxx-Xxxxx The Borrower will not, and will not permit any of its Subsidiaries to,:
(a) unless the Required Lenders otherwise agree in writing, make or offer to make any payment optional or voluntary prepayment of principal ofany Material Debt (other than the Loans hereunder and Indebtedness under clauses (d), or premium or interest on(e), any Subordinated Debt or the Indebtedness evidenced by the Senior Unsecured Notes (g) and (i) other than the statedof Section 7.2.2), scheduled date for payment except: (i) Refinancing Indebtedness incurred pursuant to clause (k) of interest set forth in the applicable Sub Debt Documents and Senior Unsecured Notes Documents, or Section 7.2.2; (ii) which would violate a redemption, prepayment or defeasance of (including, without limitation, in the terms case of the following clause (y), pursuant to a conversion of any Dividend Notes into Capital Securities (other than Disqualified Stock) of the Borrower), all or a portion of (x) the Subject Notes or (y) any Dividend Notes or other Indebtedness incurred pursuant to Section 7.2.2(m), but subject (in the case of this Agreementclause (y)) to compliance with Section 7.2.6 (it being acknowledged and agreed that any such redemption, the applicable Sub Debt Documents or the Senior Unsecured Notes Documents;
(b) redeem, retire, purchase, repurchase, defease or otherwise acquire any Subordinated Debt or any Senior Unsecured Notes; or
(c) make any deposit (including the payment of amounts into a sinking fund or other similar fund) for any of the foregoing purposes; 70 Xxxx-Xxxxx Amended and Restated Credit Agreement provided, however, that the Borrowers may prepay or repurchase the Senior Unsecured Notes so long as (i) no Default has occurred and is continuing or would result from the prepayment or repurchase thereof and defeasance under this clause (ii) shall be excluded in determining the amount calculated under Section 7.2.6(f)(i)(3)); (iii) prepayments equal to the Dollar equivalent of total cash contributions to the equity capital of Borrower after the Effective Date resulting from the proceeds of a private placement or a public issuance of Capital Securities (other than Disqualified Stock), less the aggregate amount of (x) Investments made pursuant to Section 7.2.5(p), (y) Capital Expenditures made or committed to be made pursuant to the proviso to Section 7.2.7 and (z) any Restricted Payments declared or distributed after the Effective Date that were permitted solely due to the capital contributions counted under clause (f)(i)(2) of Section 7.2.6; (iv) if at any time there are no Revolving Loans outstanding both immediately before and after giving effect to such prepayment payment or repurchaseprepayment, then the Borrower may prepay or defease any Indebtedness in an amount up to 50% of the Borrower’s available cash and Cash Equivalent Investments as reflected on the financial statements most recently delivered by Borrower in accordance with clause (a) or clause (b) of Section 7.1.1 for the preceding Fiscal Quarter; or (v) redemptions, prepayments or defeasance at any time of any other senior or subordinated Material Debt and premium thereon (whether secured or unsecured) of the Borrower or of any its Subsidiaries, provided that no Default shall have occurred and be continuing at such time or would result therefrom and after giving effect thereto, the Average Excess Availability will sum of the Unused Revolving Credit Commitments and Unrestricted Cash shall not be less than $75,000,000. Furthermore125,000,000, neither Xxxx-Xxxxx nor provided, further that in the case of any Subsidiary will designate any Indebtedness other such redemption, prepayment or defeasance of Material Debt with a scheduled maturity date later than the Obligations Final Maturity Date, the amount of such redemption, prepayment or defeasance (when taken together with any Investment made pursuant to Section 7.2.5(n) and any Restricted Payment made pursuant to Section 7.2.6(f)) shall not exceed the amount at any such time described in Section 7.2.6(f)(i); or
(b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modifications, waiver or other change to, any of the terms of any Material Debt existing as "Designated Senior Debt" of the Effective Date in a manner that could reasonably be expected to be materially adverse to the Lenders (it being understood that, except in respect of Material Debt permitted under clause (i) or clause (m) of Section 7.2.2, any analogous term) in amendment to any Sub Material Debt Documentexisting as of the Effective Date that purports to shorten the maturity of any of the foregoing, shall be deemed to be materially adverse to the Lenders).
Appears in 1 contract
Samples: Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
No Prepayment of Debt. Xxxx-Xxxxx will not, and will not permit any of its Subsidiaries to,
(a) unless the Required Lenders otherwise agree in writing, make any payment or prepayment of principal of, or premium or interest on, any Subordinated Debt or the Indebtedness evidenced by the Senior Unsecured Notes (i) other than the stated, scheduled date for payment of interest set forth in the applicable Sub Debt Documents and Senior Unsecured Notes Documents, or (ii) which would violate the terms of this Agreement, the applicable Sub Debt Documents or the Senior Unsecured Notes Documents;
(b) redeem, retire, purchase, repurchase, defease or otherwise acquire any Subordinated Debt or any Senior Unsecured Notes; or
(c) make any deposit (including the payment of amounts into a sinking fund or other similar fund) for any of the foregoing purposes; 70 Xxxx-Xxxxx Amended and Restated Credit Agreement provided, however, that the Borrowers may prepay or repurchase a portion of the Senior Unsecured Notes (to the extent not refinanced pursuant to Section 7.2.2(i)) in an aggregate principal amount not to exceed $50,000,000 so long as (i) no Default has occurred and is continuing or would result from the prepayment or repurchase thereof and (ii) at the time of such prepayment or repurchase, Average Excess Availability is greater than $150,000,000 and after giving effect to such prepayment or repurchase, the Average Excess Availability will not be less greater than $75,000,000150,000,000. Furthermore, neither Xxxx-Xxxxx nor any Subsidiary will designate any Indebtedness other than the Obligations as "Designated Senior Debt" (or any analogous term) in any Sub Debt Document.
Appears in 1 contract
