Note Purchase Condition. Notwithstanding anything to the contrary in this Agreement, no member of the Group may prepay, purchase, defease, redeem or retire for value (each a “Debt Purchase”) any Notes, Replacement Debt or Term Debt (or offer to do so) unless:
(a) either:
(i) immediately following such Debt Purchase, the aggregate of the principal amount of Notes, Replacement Debt and Term Debt outstanding would be equal to or greater than EUR 150,000,000 (as such amount shall be increased by an amount equal to 58 per cent. of the principal amount of any Notes issued following the Effective Date) (the “Minimum Principal Amount”); or
(ii) to the extent that the aggregate principal amount of Notes, Replacement Debt and Term Debt outstanding following such Debt Purchase is less than the Minimum Principal Amount, the Commitments are cancelled (and, if applicable, Utilisations are permanently prepaid) by an amount equal to the amount by which such aggregate principal amount is less than the Minimum Principal Amount; and
(b) no Default is continuing or would result from such Debt Purchase. For the purposes of this Clause:
Note Purchase Condition. Notwithstanding anything to the contrary in this Agreement, no member of the Group may prepay, purchase, defease, redeem or retire for value any Notes (as defined in Schedule 15 (New York Law Undertakings)) or offer to do so other than an offer pursuant of section 4.09 (Change of Control) of the Indenture.
Note Purchase Condition. (a) No member of the Group will offer to purchase any Senior Secured Notes in accordance with clause 4.23 (Annual Mandatory Offer and Amortization) of the Senior Secured Note Indenture unless the 2nd, 4th and 6th payments falling due under Clause 5 of this Agreement have first been satisfied at least fifteen (15) days prior to the Annual Mandatory Offer Payment Date (as defined in the Senior Secured Notes) in such offer.
(b) No member of the Group may otherwise repay, prepay, purchase, defease or redeem (or otherwise retire for value) any Notes Liabilities whatsoever (or offer to do so) (a Note Repurchase) unless the Loan and all other sums due under this Agreement have been irrevocably paid or repaid in full or unless the funds for such Note Repurchase have been raised solely by the issue of additional equity in the Borrower.
Note Purchase Condition. (a) No member of the Restricted Group may repay, prepay, purchase, defease or redeem (or otherwise retire for value) any Notes Liabilities (or offer to do so) (a “Note Repurchase”) unless:
(i) the aggregate principal amount outstanding of the Notes Liabilities immediately prior to any Note Repurchase is greater than the Note Repurchase Threshold; or
(ii) (subject to paragraph (e) of this Clause 16.17) if the aggregate principal amount outstanding of the Notes Liabilities immediately prior to any Note Repurchase is equal to or less than the Note Repurchase Threshold:
(A) the Facility shall, at the time the Note Repurchase is completed, be cancelled in such an amount that the Total Commitments immediately following such cancellation do not exceed an amount equal to the Relevant Proportion of the Total Outstanding Amount immediately after the Note Repurchase; and
(B) immediately upon the occurrence of such cancellation, the relevant Borrowers shall make such prepayment necessary to ensure that the aggregate amount of all Loans does not exceed the Total Commitments.
(b) For the purposes of paragraph (a)(i) above:
Note Purchase Condition. Notwithstanding anything to the contrary in this Agreement (but excluding the redemption of the Existing Notes which have been called for redemption on the Issue Date), no member of the Group may prepay, purchase, defease, redeem or retire for value (each a “Debt Purchase”) any Notes (as defined in Schedule (15 New York Law Undertakings)), Replacement Debt or Term Debt (or offer to do so) unless:
(a) either:
(i) immediately following such Debt Purchase, the aggregate of the principal amount of Notes, Replacement Debt and Term Debt outstanding would be equal to or greater than EUR 150,000,000 (as such amount shall be increased by an amount equal to 58 per cent. of the principal amount of any Notes issued following the Issue Date) (the “Minimum Principal Amount”); or
(ii) to the extent that the aggregate principal amount of Notes, Replacement Debt and Term Debt outstanding following such Debt Purchase is less than the Minimum Principal Amount, the Commitments are cancelled (and, if applicable, Utilisations are permanently prepaid) by an amount equal to the amount by which such aggregate principal amount is less than the Minimum Principal Amount; and
(b) no Default is continuing or would result from such Debt Purchase. For the purposes of this Clause:
Note Purchase Condition. No member of the Restricted Group may prepay, purchase, defease or redeem (or otherwise retire for value) any Notes, Replacement Debt or Term Debt (or offer to do so) unless:
(a) either (i) immediately following such prepayment, purchase, defeasance or redemption (or other retirement for value), the aggregate of the principal amount of Notes and Term Debt prepaid, purchased, defeased or redeemed (or otherwise retired for value) since the Closing Date (other than from (1) the proceeds of Replacement Debt (excluding any Replacement Debt that is legally or beneficially owned by a member of the Restricted Group); and (2) Relevant Equity invested into the Restricted Group by the Investors or their Affiliates) would be less than £50,000,000 or (ii) to the extent that the aggregate principal amount of such prepayments, purchases, defeasances or redemptions (or other retirements for value) exceeds £50,000,000, an equivalent amount of the Commitments are cancelled (and, if applicable, Utilisations are prepaid) (or, in the case of an Asset Sale, an offer is made to cancel (and, if applicable, prepay) the Commitments in an equivalent amount);
(b) Consolidated EBITDA for the Relevant Period ending on the most recent Quarter Date in relation to which financial statements have been (or are required to have been) provided by the Company in accordance with Clause 27.1 (Financial statements) was greater than £82,500,000; and
(c) no Event of Default is continuing or would result from the prepayment, purchase, defeasance or redemption (or other retirement for value).
