Optional Payments and Modifications of Certain Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) the principal of or interest on, or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof. (b) Amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Permitted Subordinated Indebtedness or Mezzanine Loan Document, in any manner that is materially adverse to the Lenders without the prior consent of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancing, replacement, extension or other similar modification of the Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.2.
Appears in 3 contracts
Samples: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) segregate funds with respect to the principal of or interest on, Senior Notes or any other amount owing in respect of any Permitted Subordinated Senior Indebtedness; provided that (A) the Borrower may:
(i) make prepayments in connection with any refinancing, refunding, replacement, renewal or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (extension of the Senior Notes or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Senior Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by under Section 7.2 (in each case, without increasing the principal amount thereof or shortening the maturity thereof),
(ii) prepay, repurchase or redeem Senior Notes and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Permitted Senior Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if 15,000,000 so long as (x) no such repurchase or redemption is made with the Consolidated Total Leverage Ratio proceeds of Revolving Loans, Canadian Revolving Loans or Additional Revolving Loans and (y) after giving pro forma effect to such repurchase or redemption, the Borrower is equal in compliance with both covenants set forth in Section 7.1, such compliance to or less than 4.00 to 1.00 as be determined on the basis of the end financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.1, and
(iii) in addition to as permitted in clause (ii) above, prepay, repurchase or redeem up to 40% of the most recently ended Reference Period and original principal amount of the Senior Notes (Fcalculated after giving effect to the issuance of any additional Senior Notes) the Borrower may prepay the Mezzanine Facility Indebtedness (any such prepayment, repurchase or any Permitted Refinancing thereofredemption pursuant solely to this clause (iii), a “Note Prepayment”) with the Net Cash Proceeds received from any Equity Issuance byof one or more equity offerings, issuances or capital contribution to, Holdings or sales of Capital Stock issued by the Borrower or Holdings, in each case on and subject to the terms set out in the Senior Note Indenture, provided that, with respect to any such Note Prepayment (which I) after the aggregate of all Note Prepayments exceed $25,000,000 of principal amount of Senior Notes or (II) that would result in the aggregate of all Note Prepayments exceeding $25,000,000 of principal amount of Senior Notes, the Borrower shall first make an offer (an “Offer”) to the Term Lenders to repurchase and cancel the Term Loans (x) in the case of any a Note Prepayment described in clause (I) above, in the amount of such Equity Issuance by the Borrower, is not Disqualified Capital Stockintended Note Prepayment or (y) which, in the case of any a Note Prepayment described in clause (II) above, in the amount by which such Equity Issuance byintended Note Prepayment would cause the aggregate of all Note Prepayments to exceed $25,000,000 (such Term Loans, or capital contribution tothe “Offer Loans”), Holdings, have been contributed and in cash as common equity connection therewith (A) the Borrower shall deliver a notice of such Offer to the BorrowerAdministrative Agent and all Term Lenders no later than 12:00 noon New York City time at least five Business Days in advance of a proposed consummation date of such Offer indicating (1) the last date on which such Offer may be accepted, (2) the maximum dollar amount of such Offer; (B) the Borrower shall hold such Offer open for a minimum period of two Business Days; (C) a Term Lender who elects to participate in each case the Offer may choose to sell all or part of such Term Lender’s Offer Loans; and (D) such Offer shall be made to Term Lenders on a pro rata basis in accordance with the respective principal amount then due and owing to the extent it is Term Lenders; provided, that: (1) if any Term Lender elects not a Specified Equity Contribution. Notwithstanding to participate in the foregoingOffer, nothing either in this Section 7.8 whole or in part, the amount of such Term Lender’s Offer Loans not being tendered shall prohibit any AHYDO Payments be excluded in respect calculating the pro rata amount applicable to each Term Lender tendering Offer Loans; and (2) an amount equal to the excess of (x) the Net Cash Proceeds of the Mezzanine Facility Indebtedness relevant equity offerings, issuances or sales of Capital Stock over (y) the amount required to repurchase and cancel Offer Loans from participating Term Lenders in accordance with the Offer, may be applied by the Borrower or Holdings to such Note Prepayment without any Permitted Subordinated Indebtedness further Offer being required; or, in each case, any Permitted Refinancing thereof.
(b) Amendamend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or any Permitted Subordinated Senior Indebtedness or Mezzanine Loan Document(other than any such amendment, in any manner that is materially adverse to the Lenders without the prior consent of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancingmodification, replacement, extension waiver or other similar modification change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the Permitted Subordinated Indebtedness rate or extend any date for payment of interest thereon and (ii) does not involve the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.2payment of a consent fee).
Appears in 3 contracts
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Sugarloaf Gwinnett Entertainment Company, L.P.)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) the principal of or interest on, or any other amount owing in respect of (i) any Indebtedness under the Senior Notes, the Senior Subordinated Notes or any Permitted Refinancing Notes (except as permitted under Section 7.2(p), 7.2(q) or 7.6(c) (as applicable)) or (ii) any Permitted Subordinated Indebtedness, except (in the case of clause (i) or (ii)): (x) in an amount not to exceed the sum of the Available Excess Amount plus $10,000,000; provided that (A) the Borrower no Default or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (Event of Default is continuing or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Periodwould result therefrom, (B) the Borrower Parent is in compliance with Section 7.1 before and after giving effect to such payment, prepayment, repurchase, redemption or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness defeasement and (or any Permitted Refinancing thereofC) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Net Interest Coverage Ratio is equal to or less than 4.50 to 1.00 as of the end of for the most recently ended Reference Periodperiod of four consecutive fiscal quarters of the Parent is not less than the Applicable Consolidated Net Interest Coverage Ratio for such period before and after giving effect to such payment, (C) the Borrower prepayment, repurchase, redemption or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 defeasement and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (Ey) the Borrower may prepay prepay, redeem or repurchase the Mezzanine Facility Indebtedness (or Senior Notes and the Senior Subordinated Notes with the proceeds of any Permitted Refinancing thereof) in an aggregate principal amount not Notes or pursuant to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance asset sale tender offers required by the Borrower, is not Disqualified Capital Stock) which, in the case terms of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.Indebtedness;
(b) Amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, to (i) any of the terms of any agreement or instrument governing or evidencing Permitted Subordinated Indebtedness or Mezzanine Loan Document, in any manner that is materially adverse to the Lenders without the prior consent of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit or (ii) any of the refinancingterms of the Senior Notes, replacementthe Senior Note Indenture, extension the Senior Subordinated Notes, the Senior Subordinated Note Indenture or any agreement relating to any Permitted Refinancing Notes (other than (w) any such amendment, modification, waiver or other similar modification change pursuant to a refinancing of such Indebtedness permitted by Section 7.2(p) or Section 7.2(q) or that (x) would extend the Permitted Subordinated Indebtedness maturity or reduce the Mezzanine Facility Indebtedness amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and does not involve the payment of a consent fee (other than the payment of any consent fees to the extent otherwise permitted by clause (x) of Section 7.27.8(a)); or
(c) Designate any Indebtedness (other than (i) obligations of the Loan Parties pursuant to the Loan Documents or any refinancing thereof permitted under the Senior Subordinated Note Indenture or any refinancing thereof permitted under Section 7.2(q) or (ii) the Senior Notes or any refinancing thereof permitted under Section 7.2(p))as “Designated Senior Indebtedness” for the purposes of the Senior Subordinated Note Indenture (or any refinancing thereof).
Appears in 2 contracts
Samples: Credit Agreement (Yankee Finance, Inc.), Credit Agreement (Yankee Holding Corp.)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”) other than:
(i) any Mezzanine Facility refinancings of Junior Indebtedness then outstanding or with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2;
(ii) the principal payments of or interest on, or any other amount owing in respect of Junior Indebtedness made solely with Qualified Capital Stock or the conversion of any Permitted Subordinated Indebtedness; provided that Junior Indebtedness into Qualified Capital Stock;
(Aiii) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay Subsidiary; provided that no prepayment of any Permitted Subordinated Junior Indebtedness (or owed by any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal Loan Party to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinancethat is not a Loan Party shall be permitted so long as a Default or Event of Default shall have occurred and be continuing or would result therefrom;
(iv) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) Debt Payments in an aggregate principal amount not to exceed over the term of this Agreement the greater of (i) $75,000,000 at any time if the 50,000,000 and (ii) 1.50% of Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 Assets (as of the end date of the most recently ended Reference Period making of such Restricted Debt Payment);
(v) so long as no Default or Event of Default has occurred and (F) is continuing or would result therefrom, Restricted Debt Payments in an amount equal to the Borrower may prepay Available Amount on such date; provided that at the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with time of the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which making of such Restricted Debt Payment using amounts included in the case Available Amount through clause (a)(i) of any the definition thereof and immediately after giving effect to such Equity Issuance by Restricted Debt Payment, the BorrowerConsolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not Disqualified Capital Stockin excess of 3.25 to 1.00; and
(vi) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity addition to the Borrowerother Restricted Debt Payments permitted by this Section 7.8 and so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at the time of making such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Secured Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in each case excess of 2.00 to 1.00. Notwithstanding anything to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing contrary contained in this Section 7.8 7.8(a), in no event shall prohibit any AHYDO Payments payment in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, be permitted if such payment is in each case, any Permitted Refinancing thereofviolation of the subordination provisions of such Subordinated Indebtedness.
(b) Amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Permitted Subordinated Junior Indebtedness (other than any such amendment, modification, waiver or Mezzanine Loan Document, in any manner other change that is would not materially adverse to and adversely affect the Lenders without the prior consent interests of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancing, replacement, extension or other similar modification of the Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.2.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (TTM Technologies Inc), Term Loan Credit Agreement (TTM Technologies Inc)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”) other than:
(i) any Mezzanine Facility refinancings of Junior Indebtedness then outstanding or with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2;
(ii) the principal payments of or interest on, or any other amount owing in respect of Junior Indebtedness made solely with Qualified Capital Stock or the conversion of any Permitted Subordinated Indebtedness; provided that Junior Indebtedness into Qualified Capital Stock;
(Aiii) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary; provided that no prepayment of any Junior Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be permitted so long as a Default or Event of Default shall have occurred and be continuing or would result therefrom;
(iv) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed, together with the aggregate amount of Restricted Payments made pursuant to Section 7.6(h), $15,000,000 over the term of this Agreement;
(v) so long as no Specified Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may prepay any Permitted Subordinated Indebtedness make Restricted Debt Payments; provided that either (i) after giving effect to such Restricted Debt Payment as if it occurred on the first day of the Pro Forma Period, Availability at all times during the Pro Forma Period shall have been at least the greater of (x) 20% of the Total Commitments and (y) $30,000,000 or any Permitted Refinancing thereof(ii) with amounts constituting after giving effect to such Restricted Debt Payment (x) as if it occurred on the Available Amount first day of the Pro Forma Period, Availability at any time if all times during the Pro Forma Period shall have been at least the greater of (1) 15% of the Total Commitments and (2) $22,500,000 and (y) the Consolidated Total Leverage Fixed Charge Coverage Ratio is equal to or less than 4.50 to 1.00 as of for the end of the most recently ended Applicable Reference Period, (C) the Borrower or any Restricted Subsidiary may refinancecalculated on a Pro Forma Basis, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness shall be at least 1.00 to 1.00. Notwithstanding anything to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing contrary contained in this Section 7.8 7.8(a), in no event shall prohibit any AHYDO Payments payment in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, be permitted if such payment is in each case, any Permitted Refinancing thereofviolation of the subordination provisions of such Subordinated Indebtedness.
(b) Amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Permitted Subordinated Junior Indebtedness (other than any such amendment, modification, waiver or Mezzanine Loan Document, in any manner other change that is would not materially adverse to and adversely affect the Lenders without the prior consent interests of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancing, replacement, extension or other similar modification of the Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.2.
Appears in 2 contracts
Samples: Abl Credit Agreement (TTM Technologies Inc), Abl Credit Agreement (TTM Technologies Inc)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”) other than:
(i) any Mezzanine Facility refinancings of Junior Indebtedness then outstanding or with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2;
(ii) the principal payments of or interest on, or any other amount owing in respect of Junior Indebtedness made solely with Qualified Capital Stock or the conversion of any Permitted Subordinated Indebtedness; provided that Junior Indebtedness into Qualified Capital Stock;
(Aiii) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (to the Borrower or any Permitted Refinancing thereofRestricted Subsidiary; provided that no prepayment of any Junior Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be permitted so long as a Default or Event of Default shall have occurred and be continuing or would result therefrom;
(iv) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed, together with amounts constituting the Available Amount at any time if aggregate amount of Restricted Payments made pursuant to Section 7.6(h) on or prior to such date, not to exceed the greater of (i) $200,000,000 and (ii) 60.0% of Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of EBITDA for the most recently ended Reference Period; and
(v) so long as no Specified Event of Default shall have occurred and be continuing or would result therefrom, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity make Restricted Debt Payments; provided that Payment Conditions are satisfied. Notwithstanding anything to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing contrary contained in this Section 7.8 7.8(a), in no event shall prohibit any AHYDO Payments payment in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, be permitted if such payment is in each case, any Permitted Refinancing thereofviolation of the subordination provisions of such Subordinated Indebtedness.
(b) Amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Permitted Subordinated Junior Indebtedness (other than any such amendment, modification, waiver or Mezzanine Loan Document, in any manner other change that is would not materially adverse to and adversely affect the Lenders without the prior consent interests of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancing, replacement, extension or other similar modification of the Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.2.
Appears in 2 contracts
Samples: Abl Credit Agreement (TTM Technologies Inc), Abl Credit Agreement (TTM Technologies Inc)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) segregate funds with respect to the principal of or interest on, Senior Notes or any other amount owing in respect of any Permitted Subordinated Senior Indebtedness; provided that (A) the Borrower may:
(i) make prepayments in connection with any refinancing, refunding, replacement, renewal or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (extension of the Senior Notes or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Senior Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by under Section 7.2 (in each case, without increasing the principal amount thereof or shortening the maturity thereof),
(ii) prepay, repurchase or redeem Senior Notes and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Permitted Senior Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if 15,000,000 so long as (x) no such repurchase or redemption is made with the proceeds of Revolving Loans, Canadian Revolving Loans or Additional Revolving Loans and (y) after giving pro forma effect to such repurchase or redemption, the Consolidated Total Leverage Interest Coverage Ratio is equal calculated on a pro forma basis would be greater than 2.00:1.00, such compliance to or less than 4.00 to 1.00 as be determined on the basis of the end financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.1, and
(iii) in addition to as permitted in clause (ii) above, prepay, repurchase or redeem up to 40% of the most recently ended Reference Period and original principal amount of the Senior Notes (Fcalculated after giving effect to the issuance of any additional Senior Notes) the Borrower may prepay the Mezzanine Facility Indebtedness (any such prepayment, repurchase or any Permitted Refinancing thereofredemption pursuant solely to this clause (iii), a “Note Prepayment”) with the Net Cash Proceeds received from any Equity Issuance byof one or more equity offerings, issuances or capital contribution to, Holdings or sales of Capital Stock issued by the Borrower or Holdings, in each case on and subject to the terms set out in the Senior Note Indenture, provided that, with respect to any such Note Prepayment (which I) after the aggregate of all Note Prepayments exceed $50,000,000 of principal amount of Senior Notes or (II) that would result in the aggregate of all Note Prepayments exceeding $50,000,000 of principal amount of Senior Notes, the Borrower shall first make an offer (an “Offer”) to the Term Lenders to repurchase and cancel the Term Loans (x) in the case of any a Note Prepayment described in clause (I) above, in the amount of such Equity Issuance by the Borrower, is not Disqualified Capital Stockintended Note Prepayment or (y) which, in the case of any a Note Prepayment described in clause (II) above, in the amount by which such Equity Issuance byintended Note Prepayment would cause the aggregate of all Note Prepayments to exceed $50,000,000 (such Term Loans, or capital contribution tothe “Offer Loans”), Holdings, have been contributed and in cash as common equity connection therewith (A) the Borrower shall deliver a notice of such Offer to the BorrowerAdministrative Agent and all Term Lenders no later than 12:00 noon New York City time at least five Business Days in advance of a proposed consummation date of such Offer indicating (1) the last date on which such Offer may be accepted, (2) the maximum dollar amount of such Offer; (B) the Borrower shall hold such Offer open for a minimum period of two Business Days; (C) a Term Lender who elects to participate in each case the Offer may choose to sell all or part of such Term Lender’s Offer Loans; and (D) such Offer shall be made to Term Lenders on a pro rata basis in accordance with the respective principal amount then due and owing to the extent it is Term Lenders; provided, that: (1) if any Term Lender elects not a Specified Equity Contribution. Notwithstanding to participate in the foregoingOffer, nothing either in this Section 7.8 whole or in part, the amount of such Term Lender’s Offer Loans not being tendered shall prohibit any AHYDO Payments be excluded in respect calculating the pro rata amount applicable to each Term Lender tendering Offer Loans; and (2) an amount equal to the excess of (x) the Net Cash Proceeds of the Mezzanine Facility Indebtedness relevant equity offerings, issuances or sales of Capital Stock over (y) the amount required to repurchase and cancel Offer Loans from participating Term Lenders in accordance with the Offer, may be applied by the Borrower or Holdings to such Note Prepayment without any Permitted Subordinated Indebtedness further Offer being required; or, in each case, any Permitted Refinancing thereof.
(b) Amendamend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or any Permitted Subordinated Senior Indebtedness or Mezzanine Loan Document(other than any such amendment, in any manner that is materially adverse to the Lenders without the prior consent of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancingmodification, replacement, extension waiver or other similar modification change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the Permitted Subordinated Indebtedness rate or extend any date for payment of interest thereon and (ii) does not involve the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.2payment of a consent fee).
Appears in 2 contracts
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Busters Inc)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily or optionally defease any Junior Financing except for:
(i) optional or voluntary payments, prepayments, repurchases, redemptions or defeasances in an aggregate amount such that all such optional or voluntary payments, prepayments, repurchases, redemptions or defeasances since the Effective Date made pursuant to this clause (i) shall not exceed the greater of $20,000,000 and 12% of LTM EBITDA at any Mezzanine Facility Indebtedness then outstanding or date of determination;
(ii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the principal Borrower and the Restricted Subsidiaries may make any optional or voluntary payments, prepayments, repurchases and redemptions of Junior Financings Restricted Payment if, after giving pro forma effect to such optional or interest onvoluntary payment, prepayment, repurchase or any other amount owing redemption, the Consolidated Leverage Ratio as of the last day of the period of four (4) fiscal quarters most recently completed for which financial statements have been delivered pursuant to Section 6.1 would be no greater than 2.00:1.00;
(iii) additional optional or voluntary payments, prepayments, repurchases and redemptions of Junior Financings in respect the aggregate pursuant to this clause (iii) not to exceed the Available Amount during the term of this Agreement, provided that, in the case of clause (iii), no Event of Default shall have occurred and be continuing or would result therefrom and the Available Amount Condition has been met;
(iv) the refinancing thereof with the Net Cash Proceeds of any Permitted Subordinated Indebtedness; provided Refinancing of any of the foregoing or any Indebtedness (other than Indebtedness that (A) is owed to the Borrower or any Restricted Subsidiary may prepay Subsidiary);
(v) the conversion of any Mezzanine Facility Indebtedness Junior Financing to Qualified Capital Stock;
(vi) optional or any Permitted Refinancing thereofvoluntary payments, prepayments, repurchases, redemptions or defeasances in an aggregate amount such that all such optional or voluntary payments, prepayments, repurchases, redemptions or defeasances since the Effective Date made pursuant to this clause (vi) with amounts constituting shall not exceed the Available Amount at any time if greater of $25,000,000 and 15% of LTM EBITDA, less the Consolidated Total Leverage Ratio is equal aggregate amount of Restricted Payments made pursuant to or less than 4.50 to 1.00 Section 7.5(h), in each case determined as of the end date of the most recently ended Reference Period, determination; and
(B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (Evii) the Borrower may prepay the Mezzanine Facility make cash payments in connection with any conversion of Convertible Indebtedness (or any Permitted Refinancing thereofother than the 2023 Convertible Notes) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as par principal amount of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofConvertible Indebtedness.
(b) Amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Permitted Subordinated Indebtedness or Mezzanine Loan Document, in Junior Financing (other than any manner amendment that is not materially adverse to the Lenders without (in the prior consent good faith judgment of the Administrative Agent Borrower) and in any event any such amendment, modification, waiver or other change that in the case of any Junior Financing, would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest).
(with the approval c) Amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the Required Lenders); provided that nothing in terms of any Organizational Document of any Loan Party if such amendment, modification, waiver or change would reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, this Section 7.8(b) 7.7 shall prohibit not restrict the refinancingmaking of any “AHYDO catch up payment” with respect to, replacementand required by the terms of, extension or other similar modification of the Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.2any Junior Financing.
Appears in 1 contract
Samples: Credit Agreement (Innoviva, Inc.)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”) other than:
(i) any Mezzanine Facility refinancings of Junior Indebtedness then outstanding or with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2;
(ii) the principal payments of or interest on, or any other amount owing in respect of Junior Indebtedness made solely with Qualified Capital Stock or the conversion of any Permitted Subordinated Indebtedness; provided that Junior Indebtedness into Qualified Capital Stock;
(Aiii) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (to the Borrower or any Permitted Refinancing thereofRestricted Subsidiary; provided that no prepayment of any Junior Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be permitted so long as a Default or Event of Default shall have occurred and be continuing or would result therefrom;
(iv) with amounts constituting so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed the Available Amount at any time if the greater of (i) $200,000,000 and (ii) 60.0% of Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of EBITDA for the most recently ended Reference Period;
(v) so long as no Event of Default has occurred and is continuing or would result therefrom, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting Debt Payments in an amount equal to the Available Amount on such date; provided that at any the time if of the making of such Restricted Debt Payment using amounts included in the Available Amount through clause (a)(i) of the definition thereof and immediately after giving effect to such Restricted Debt Payment, the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of for the end of the most recently ended Applicable Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrowercalculated on a Pro Forma Basis, is not Disqualified Capital Stockin excess of 3.25 to 1.00; and
(vi) whichin addition to the other Restricted Debt Payments permitted by this Section 7.8 and so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at the time of making such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Secured Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 2.50 to 1.00. Notwithstanding anything to the contrary contained in this Section 7.8(a), in no event shall any payment in respect of Subordinated Indebtedness be permitted if such payment is in violation of the subordination provisions of such Subordinated Indebtedness. For purposes of determining compliance with this Section 7.8(a), in the case event that a Restricted Debt Payment meets the criteria of any such Equity Issuance bymore than one of the categories of Restricted Debt Payments described in clauses (i) through (vii) above, or capital contribution to, Holdings, have been contributed in cash as common equity to the BorrowerBorrower may, in each case to the extent it is not its sole discretion, divide or classify or later divide, classify or reclassify all or a Specified Equity Contribution. Notwithstanding the foregoing, nothing portion of such Restricted Debt Payment in a manner that complies with this Section 7.8 shall prohibit any AHYDO Payments 7.8(a) and will only be required to include the amount and type of such Restricted Debt Payment in respect one or more of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofabove clauses.
(b) Amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Permitted Subordinated Junior Indebtedness (other than any such amendment, modification, waiver or Mezzanine Loan Document, in any manner other change that is would not materially adverse to and adversely affect the Lenders without the prior consent interests of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancing, replacement, extension or other similar modification of the Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.2.
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to the Senior Subordinated Notes except (i) any Mezzanine Facility with proceeds of Permitted Refinancing Indebtedness then outstanding or permitted to be incurred under Section 7.2(e) and (ii) the principal of or interest on, or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay repurchase up to $5,000,000 of Senior Subordinated Notes over the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as term of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.
Agreement; (b) Amendchange or amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver change or other change amendment to, any of the terms of any Permitted the Senior Subordinated Indebtedness Notes or Mezzanine Loan Documentthe Senior Subordinated Note Indenture if the effect of such change or amendment is to: (i) increase the interest rate on the Senior Subordinated Notes, (ii) shorten the dates upon which payments of principal or interest are due on the Senior Subordinated Notes, (iii) add or change in any a manner that is materially adverse to the Lenders without Borrower any event of default or add or make more restrictive any covenant with respect to the prior consent Senior Subordinated Note Indenture, (iv) change in a manner adverse to the Borrower the prepayment provisions in the Senior Subordinated Note Indenture, (v) change the subordination provisions set forth in Article 10 of the Administrative Agent Senior Subordinated Note Indenture or (with vi) increase the approval obligations of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit Borrower and its Subsidiaries, taken as a whole, or confer additional rights on the refinancing, replacement, extension or other similar modification holders of the Permitted Senior Subordinated Indebtedness Notes in a manner adverse to the Borrower and its Subsidiaries, taken as a whole, or the Mezzanine Facility Lenders; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the extent otherwise permitted by Section 7.2Loan Documents) as "Senior Debt" (or any other defined term having a similar purpose) for purposes of the Senior Subordinated Note Indenture.
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. (a) Make Make, directly or indirectly, any optional payment or voluntary paymentother distribution (whether in cash, prepayment, repurchase securities or redemption of, other property) of or otherwise voluntarily or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) the in respect of principal of or interest onon any Indebtedness, or any payment or other amount owing distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except (i) payment of Indebtedness created under the Loan Documents, (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less , other than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments payments in respect of the Mezzanine Facility Senior Subordinated Notes, the Additional High Yield Debt and Existing Subordinated Notes that remain outstanding after the Acquisition Closing Date prohibited by the subordination provisions thereof, (iii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or any Permitted transfer of the property or assets securing such Indebtedness, (iv) payments on intercompany Indebtedness, (v) the redemption of Senior Subordinated Notes in accordance with the Senior Subordinated Notes Indenture in an amount equal to the principal and accrued interest and fees on $150,000,000 of Senior Subordinated Notes (which redemption shall be effected unless there shall have been validly tendered and not withdrawn less than a majority in aggregate principal amount of Existing Subordinated Notes pursuant to the Tender Offer) and (vi) refinancings, refundings or replacements of Indebtedness orpermitted under Section 8.2(a)(iv), in each case(v), any Permitted Refinancing thereof.(vii) and (x);
(b) Amendamend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Notes, the Additional High Yield Debt, the Notes Escrow Agreements or any Permitted Existing Subordinated Indebtedness Notes (other than as contemplated in connection with the Tender Offer) that remain outstanding after the Acquisition Date, other than any such amendment, modification, waiver or Mezzanine Loan Documentother change that (i) would extend the maturity, reduce the amount of any payment of principal thereof, reduce the rate or extend any date for payment of interest thereon or would change the covenants therein in any a manner that is not materially adverse more restrictive to the Lenders without Borrower and its Subsidiaries and (ii) does not involve the prior payment of a consent fee;
(c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the Administrative Agent (with the approval terms of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancingPreferred Stock, replacementother than any such amendment, extension modification, waiver or other similar modification change that (i) would extend the scheduled redemption date, reduce the amount of any scheduled redemption payment, reduce the rate or extend any date for payment of dividends thereon or would change the covenants therein in a manner not materially more restrictive to the Borrower and its Subsidiaries and (ii) does not involve the payment of a consent fee; or
(d) designate any Indebtedness (other than obligations of the Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness Loan Parties pursuant to the extent otherwise Loan Documents) as "Designated Senior Debt" (or any other defined term having a similar purpose) for the purposes of the Senior Subordinated Notes Indenture, any Additional High Yield Debt Documents and the Existing Subordinated Debt Documents. It is hereby agreed and understood that on the Acquisition Closing Date, the Borrower shall be permitted by Section 7.2to (i) repay all amounts outstanding under the Existing Credit Agreement in full and terminate the Existing Credit Agreement and each agreement related thereto and (ii) release all Liens granted under the Existing Credit Agreement and each agreement related thereto and discharge all obligations in connection therewith. It is hereby further expressly understood and agreed that on or within five Business Days after the acceptance of all Existing Subordinated Notes validly tendered and not withdrawn pursuant to the Tender Offer, the Borrower shall be permitted to repurchase such Existing Subordinated Notes pursuant to the Tender Offer.
Appears in 1 contract
Samples: Credit Agreement (Donnelley R H Inc)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”) other than:
(i) any Mezzanine Facility refinancings of Junior Indebtedness then outstanding or with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2;
(ii) the principal payments of or interest on, or any other amount owing in respect of Junior Indebtedness made solely with Qualified Capital Stock or the conversion of any Permitted Subordinated Indebtedness; provided that Junior Indebtedness into Qualified Capital Stock;
(Aiii) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay Subsidiary; provided that no prepayment of any Permitted Subordinated Junior Indebtedness (or owed by any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal Loan Party to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinancethat is not a Loan Party shall be permitted so long as a Default or Event of Default shall have occurred and be continuing or would result therefrom;
(iv) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) Debt Payments in an aggregate principal amount not to exceed from and after the Second Amendment Effective Date the greater of (i) $75,000,000 at any time if the 50,000,000 and (ii) 2.00% of Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 Assets (as of the end date of the most recently ended Reference Period making of such Restricted Debt Payment);
(v) so long as no Event of Default has occurred and (F) is continuing or would result therefrom, Restricted Debt Payments in an amount equal to the Borrower may prepay Available Amount on such date; provided that at the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with time of the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which making of such Restricted Debt Payment using amounts included in the case Available Amount through clause (a)(i) of any the definition thereof and immediately after giving effect to such Equity Issuance by Restricted Debt Payment, the BorrowerConsolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not Disqualified Capital Stockin excess of 3.25 to 1.00;
(vi) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity addition to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in other Restricted Debt Payments permitted by this Section 7.8 shall prohibit any AHYDO and so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at the time of making such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Secured Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 2.00 to 1.00; and
(vii) so long as no Event of Default has occurred and is continuing, Restricted Debt Payments in respect of any Convertible Notes made within six months of the Mezzanine Facility scheduled maturity thereof; provided that if any such Restricted Debt Payment is made with the proceeds of Indebtedness, such Indebtedness or shall be Permitted Refinancing Indebtedness in respect of the applicable Convertible Notes. Notwithstanding anything to the contrary contained in this Section 7.8(a), in no event shall any Permitted payment in respect of Subordinated Indebtedness orbe permitted if such payment is in violation of the subordination provisions of such Subordinated Indebtedness. For purposes of determining compliance with this Section 7.8(a), in each casethe event that a Restricted Debt Payment meets the criteria of more than one of the categories of Restricted Debt Payments described in clauses (i) through (vii) above, any Permitted Refinancing thereofthe Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Restricted Debt Payment in a manner that complies with this Section 7.8(a) and will only be required to include the amount and type of such Restricted Debt Payment in one or more of the above clauses.
(b) Amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Permitted Subordinated Junior Indebtedness (other than (i) any such amendment, modification, waiver or Mezzanine Loan Document, in any manner other change that is would not materially adverse to and adversely affect the interests of the Lenders without the prior consent and (ii) so long as no Event of Default has occurred and is continuing, any modification to, or extension of the Administrative Agent (with the approval maturity date of, any Convertible Notes effected within six months of the Required Lenders)scheduled maturity thereof; provided that nothing any such modification or extension effected pursuant to this clause (ii) constitutes Permitted Refinancing Indebtedness in this Section 7.8(b) shall prohibit the refinancing, replacement, extension or other similar modification respect of the Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.2applicable Convertible Notes).
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease (i) segregate funds with respect to any Mezzanine Facility Indebtedness then outstanding or (ii) the principal of or interest onPermitted Subordinated Debt, or any other amount owing Indebtedness that is unsecured or secured by Liens that are subordinated to the Liens securing the Obligations, or any Permitted Refinancing Indebtedness incurred in respect of any Permitted Subordinated Indebtednessof the foregoing; provided that (A) the Borrower may pay, prepay, repurchase or redeem any Restricted Subsidiary may prepay any Mezzanine Facility of the foregoing Indebtedness,
(I) pursuant to a refinancing thereof with Permitted Refinancing Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 7.2), or (II) on a pro forma basis (after giving effect to (x) such payment, prepayment, repurchase or redemption and (Dy) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility incurrences of Indebtedness or permanent repayments of Indebtedness, in any Permitted Subordinated Indebtedness case of this clause (or any Permitted Refinancing thereof) to y), occurring after the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end last day of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (recent Fiscal Quarter for which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, financial statements have been contributed in cash delivered pursuant to Section 6.1 and prior to or substantially simultaneously with such payment, prepayment, repurchase or redemption), the Consolidated Leverage Ratio, recomputed as common equity to at the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect last day of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness ormost recent period of four consecutive Fiscal Quarters for which financial statements have been delivered pursuant to Section 6.1, in each case, any Permitted Refinancing thereof.
does not exceed 3.25 to 1.00; (b) Amendamend, modify modify, waive or otherwise change, or consent or agree to any material amendment, modification, waiver or other change to, any of the terms of any Permitted Subordinated Indebtedness described in clause (a) above or Mezzanine Loan Document, in any manner preferred stock that is materially adverse to the Lenders without the prior consent interests of the Administrative Agent Lenders; or (with the approval c) designate any Indebtedness (other than obligations of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancing, replacement, extension or other similar modification of the Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness Group Members pursuant to the extent otherwise permitted by Section 7.2Loan Documents and the ABL Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Indebtedness described in clause (a) above that is subordinated to the Obligations.
Appears in 1 contract
Samples: Term Facility Credit Agreement
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) the principal of or interest on, or any other amount owing in segregate funds with respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower Senior Unsecured Notes or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.
(b) Amendamend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Unsecured Notes (other than technical corrections or modifications) (i) except as permitted by Section 8.2(f) (in the case of an increase in principal amount), which shortens the fixed maturity or increases the principal amount of, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any Permitted Subordinated principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of the Indebtedness evidenced by any Senior Unsecured Notes, or Mezzanine increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; (ii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Borrower or any of its Subsidiaries to any more onerous or more restrictive provisions; or (iii) which otherwise adversely affects the interests of the Lenders with respect to the Senior Unsecured Notes or the interests of the Lenders under this Agreement or any other Loan Document, Document in any manner that is materially adverse to the Lenders without the prior consent of the Administrative Agent (with the approval of the Required Lenders)material respect; provided that nothing in this clause (b) of Section 7.8(b8.9 shall not be deemed to restrict (x) shall prohibit the refinancingexecution, replacement, extension or other similar modification delivery and performance of the Permitted Subordinated Indebtedness or First Supplemental Indenture, dated as of the Mezzanine Facility Indebtedness Closing date, to the Senior Unsecured Note Indenture, (y) the execution, delivery and performance of a supplemental indenture to the extent otherwise permitted by Section 7.2the amendment, modification or change effected pursuant thereto relates solely to the addition of a “Subsidiary Guarantor” (as defined in the Senior Unsecured Note Indenture) and related matters, pursuant to the terms of the Senior Unsecured Note Indenture or (z) the consummation of exchange offers in which “Exchange Notes” (as defined in the Senior Unsecured Note Indenture) are issued in exchange for any Senior Unsecured Notes.
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to the Senior Secured Notes or Senior Subordinated Notes at any time when (i) any Mezzanine Facility Indebtedness then outstanding Default exists or would result after giving effect thereto, (ii) the principal of or interest on, or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio Excess Availability is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, $40,000,000 or (Biii) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or Excess Availability would be less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof40,000,000 after giving effect thereto.
(b) Amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Indentures, Senior Secured Notes or Senior Subordinated Notes (i) which amends, supplements, waives, or otherwise modifies the lien or debt subordination provisions applicable thereto, (ii) except as permitted by Section 7.2(f) (in the case of an increase in principal amount), which shortens the fixed maturity or increases the principal amount of, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any Permitted principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of the Indebtedness under any Indenture or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; (iii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Borrower or any of its Subsidiaries to any more onerous or more restrictive provisions; or (iv) which otherwise adversely affects the interests of the Lenders with respect to the Senior Secured Notes or Senior Subordinated Indebtedness Notes or Mezzanine the interests of the Lenders under this Agreement or any other Loan Document, Document in any manner material respect; PROVIDED that is materially adverse to the Lenders without foregoing does not restrict the prior consent execution, delivery and performance of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.8(bA) shall prohibit the refinancing, replacement, extension or other similar modification of the Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness a supplemental indenture to the extent otherwise permitted by Section 7.2the amendment, modification or change effected pursuant thereto relates solely to the addition of a "Subsidiary Guarantor" (as defined in any Indenture) and related matters, pursuant to the terms of such Indenture and the consummation of exchange offers in which "Exchange Notes" (as defined in the applicable Indenture) are issued or (B) any amendment, modification or change effected to the security documents securing the Senior Secured Notes (x) for the purpose of adding additional beneficiaries to the collateral described therein, adding to or releasing such collateral or adding or releasing grantors thereunder or (y) which does not have an adverse impact on any Lender.
(c) Designate any Indebtedness (other than the Obligations and the obligations under the Senior Secured Note Indenture) as "Designated Senior Indebtedness" (or any other defined term having a similar purpose) for the purposes of the Senior Subordinated Note Indenture.
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. Notwithstanding Sections 6.08(b) and 6.11, no Loan Party will (a) Make make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to the Senior Notes Obligations or Indebtedness under the Existing 2010 Notes or take any action to effect any of the foregoing; provided, however, that (i) any Mezzanine Facility so long as no Event of Default is in existence or would be caused thereby, the US Borrower shall be permitted to redeem or prepay the Senior Notes Obligations or Indebtedness then outstanding under the Existing 2010 Notes solely with the cash proceeds it receives substantially concurrently with such redemption or (ii) the principal prepayment from a public offering of or interest on, or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness Holdings’ common stock to the extent permitted by under Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as 4 of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) Senior Notes Indenture with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which as defined in the case Senior Notes Indenture) of one or more Equity Offerings (as defined in the Senior Notes Indenture), (ii) the US Borrower shall be permitted to redeem or prepay the Senior Notes Obligations so long as, both before and after giving effect to any such Equity Issuance by redemption or prepayment, (x) the Borrower, is not Disqualified Capital Stocksum of (1) which, in Aggregate Availability and (2) the case aggregate amount of any such Equity Issuance by, cash or capital contribution to, Holdings, have been contributed in cash as common equity to Permitted Investments of the Borrower, Loan Parties subject in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing first priority perfected security interest in this Section 7.8 shall prohibit any AHYDO Payments in respect favor of the Mezzanine Facility Administrative Agent pursuant to the Loan Documents exceeds $45,000,000 and (y) no Event of Default is in existence, (iii) the US Borrower shall be permitted to redeem or prepay the remaining Indebtedness outstanding under the Existing 2010 Notes after giving effect to the consummation of the Existing 2010 Notes Tender Offer Transaction so long as, both before and after giving effect to any such redemption or any prepayment, (x) the sum of (1) Aggregate Availability and (2) the aggregate amount of cash or Permitted Subordinated Indebtedness or, Investments of the Loan Parties subject in each casecase to a first priority perfected security interest in favor of the Administrative Agent pursuant to the Loan Documents exceeds $30,000,000 and (y) no Event of Default is in existence, and (iv) so long as no Default or Event of Default is in existence, the Senior Notes Obligations outstanding at any Permitted time may be repaid in full with the proceeds of Refinancing thereof.
Senior Note Indebtedness permitted by Section 6.01(k), or (b) Amendamend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Senior Notes Indenture or any Permitted Subordinated Indebtedness other material agreement relating to any thereof or Mezzanine Loan Documentthe Existing 2010 Notes, the Existing 2010 Notes Indenture or any other material agreement relating to any thereof (other than any such amendment, modification, waiver or other change that (A) (i) would extend the maturity or reduce the amount of any payment of principal of the Senior Notes or Existing 2010 Notes (as applicable) or reduce the rate or extend any date for payment of interest thereon, (ii) would add additional guarantors as contemplated therein as of the Effective Date and permitted hereunder, or (iii) would have the sole purpose of making a covenant contained in any manner that is materially adverse the Senior Notes Indenture or the Existing 2010 Notes Indenture (as applicable) less restrictive than the corresponding covenant contained herein (in each such case with respect to this clause (A), so long as such amendment, modification, waiver or other change does not involve the payment of a consent fee) or (B) with respect to the Lenders without Senior Notes or the prior consent of the Administrative Agent Senior Notes Indenture (with the approval of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancing, replacement, extension or other similar modification of the Permitted Subordinated material agreements related thereto) is done solely to consummate a Refinancing Senior Note Indebtedness or the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.26.01(k). Notwithstanding anything to the contrary set forth above, this Section 6.12 shall not be deemed to prohibit (i) the consummation of the Existing 2010 Notes Tender Offer Transaction, or (ii) the amendments to the Indenture in respect of the Existing 2010 Notes implemented by the Existing 2010 Notes Supplemental Indenture.
(z) Section 6.14 of the Credit Agreement is hereby amended by replacing the reference to “
Appears in 1 contract
Samples: Credit Agreement (Libbey Inc)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) segregate funds with respect to the principal of or interest on, Senior Notes or any other amount owing in respect of any Permitted Subordinated Senior Indebtedness; provided that (A) the Borrower may (i) make prepayments in connection with any refinancing, refunding, replacement, renewal or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (extension of the Senior Notes or any Permitted Refinancing Senior Indebtedness permitted under Section 7.2 (in each case, without increasing the principal amount thereof or shortening the maturity thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (Dii) the Borrower repurchase or any Restricted Subsidiary may convert any Mezzanine Facility redeem Senior Notes and Permitted Senior Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if 15,000,000 so long as (i) no such repurchase or redemption is made with the Consolidated Total Leverage Ratio proceeds of Revolving Loans, Canadian Revolving Loans or Additional Revolving Loans and (ii) after giving pro forma effect to such repurchase or redemption, the Borrower is equal in compliance with both covenants set forth in Section 7.1, such compliance to or less than 4.00 to 1.00 as be determined on the basis of the end of the financial information most recently ended Reference Period delivered to the Administrative Agent and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance byLenders pursuant to Section 6.1, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.
(b) Amendamend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or any Permitted Subordinated Senior Indebtedness or Mezzanine Loan Document(other than any such amendment, in any manner that is materially adverse to the Lenders without the prior consent of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancingmodification, replacement, extension waiver or other similar modification change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the Permitted Subordinated Indebtedness rate or extend any date for payment of interest thereon and (ii) does not involve the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.2payment of a consent fee).
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. (acc) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease (i) segregate funds with respect to the Senior Unsecured Notes, Senior Subordinated Notes, the Existing Senior Subordinated Notes, any Mezzanine Facility Indebtedness then outstanding Permitted Refinancing Debt or (ii) enter into any derivative or other transaction with any Derivatives Counterparty obligating Holdings the principal of or interest on, Borrower or any other amount owing in respect Subsidiary to make payments to such Derivatives Counterparty as a result of any Permitted change in market value of the Senior Unsecured Notes, the Senior Subordinated Indebtedness; provided that Notes or the Existing Senior Subordinated Notes (other than (A) the Borrower or refinancing of any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Existing Senior Subordinated Notes with Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, Debt and (B) the Borrower or any Restricted Subsidiary may prepay any Permitted repurchase of up to $50,000,000 in aggregate principal amount of its Existing Senior Subordinated Indebtedness (or Notes, Senior Subordinated Notes, Senior Unsecured Notes and/or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal Debt; provided that before and after giving effect to such repurchase, no Default or less than 4.50 to 1.00 as Event of the end of the most recently ended Reference PeriodDefault shall have occurred or be continuing), (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.
(b) Amendamend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Unsecured Notes, the Senior Subordinated Notes, the Existing Senior Subordinated Notes or any Permitted Subordinated Refinancing Debt (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee), (c) enter into or be party to, or make any payment under, any Synthetic Purchase Agreement; or (d) designate any Indebtedness or Mezzanine (other than obligations of the Loan Document, in any manner that is materially adverse Parties pursuant to the Lenders without Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the prior consent purposes of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancing, replacement, extension Senior Subordinated Note Indenture or other similar modification of the any Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.2Refinancing Debt Document.
Appears in 1 contract
Samples: Credit Agreement (Wta Inc)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make Except as contemplated by Section 7.6, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) the principal of or interest on, or any other amount owing in segregate funds with respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and Senior Subordinated Notes, the Holdings Notes (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) except with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or of the Borrower (which in the case issuance of any such Equity Issuance by the Borrower, is not Disqualified Refinancing Holdings Notes or any Capital Stock of Holdings and except with Capital Stock) whichor any subordinated debt incurred pursuant to Section 7.2(g) (provided that Senior Subordinated Notes may be repurchased so long as (i) before and after giving effect to such repurchase, no Default or Event of Default shall have occurred or be continuing, (ii) after giving effect to such repurchase, the Consolidated Leverage Ratio for the most recently completed four fiscal quarters of the Borrower is not more than 4:00 to 1:00, and (iii) the aggregate principal amount of such repurchases shall not exceed the sum of (A) $25,000,000, plus (B) the aggregate amount of Excess Cash Flow that is not required to prepay the Term Loans); (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes, the Holdings Notes or any of the terms of any subordinated debt incurred pursuant to Section 7.2(g) (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon or (ii) make the provisions thereof, in the opinion of the Agents, less restrictive to Holdings, the Borrower or its Subsidiaries and, in the case of any such Equity Issuance byeach of clause (i) and (ii), or capital contribution todoes not involve the payment of a consent fee in excess of $5,000,000); (c) amend, Holdingsmodify, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.
(b) Amend, modify waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Permitted Subordinated Indebtedness or Mezzanine Loan Documentother Disqualified Capital Stock (other than any such amendment, in any manner that is materially adverse to the Lenders without the prior consent of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancingmodification, replacement, extension waiver or other similar modification change that (i) would extend the scheduled redemption date or reduce the amount of the Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.2.any scheduled redemption payment
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) the principal of or interest on, or any other amount owing in segregate funds with respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower Senior Unsecured Notes or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.
(b) Amendamend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Unsecured Notes (other than technical corrections or modifications) (i) except as permitted by Section 8.2(f) (in the case of an increase in principal amount), which shortens the fixed maturity or increases the principal amount of, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any Permitted Subordinated principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of the Indebtedness evidenced by any Senior Unsecured Notes, or Mezzanine increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; (ii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Borrower or any of its Subsidiaries to any more onerous or more restrictive provisions; or (iii) which otherwise adversely affects the interests of the Lenders with respect to the Senior Unsecured Notes or the interests of the Lenders under this Agreement or any other Loan Document, Document in any manner that is materially adverse to the Lenders without the prior consent of the Administrative Agent (with the approval of the Required Lenders)material respect; provided that nothing in this clause (b) of Section 7.8(b8.9 shall not be deemed to restrict (x) shall prohibit the refinancingexecution, replacement, extension or other similar modification delivery and performance of the Permitted Subordinated Indebtedness or First Supplemental Indenture, dated as of the Mezzanine Facility Indebtedness Original Closing date, to the Senior Unsecured Note Indenture, (y) the execution, delivery and performance of a supplemental indenture to the extent otherwise permitted by Section 7.2the amendment, modification or change effected pursuant thereto relates solely to the addition of a “Subsidiary Guarantor” (as defined in the Senior Unsecured Note Indenture) and related matters, pursuant to the terms of the Senior Unsecured Note Indenture or (z) the consummation of exchange offers in which “Exchange Notes” (as defined in the Senior Unsecured Note Indenture) are issued in exchange for any Senior Unsecured Notes.
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to any Junior Indebtedness (any of the foregoing, a “Restricted Debt Payment”) other than:
(i) any Mezzanine Facility refinancings of Junior Indebtedness then outstanding or with the proceeds of Permitted Refinancing Indebtedness permitted in respect thereof under Section 7.2;
(ii) the principal payments of or interest on, or any other amount owing in respect of Junior Indebtedness made solely with Qualified Capital Stock or the conversion of any Permitted Subordinated Indebtedness; provided that Junior Indebtedness into Qualified Capital Stock;
(Aiii) prepayments of intercompany Junior Indebtedness permitted hereunder owed by the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (to the Borrower or any Permitted Refinancing thereofRestricted Subsidiary; provided that no prepayment of any Junior Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be permitted so long as a Default or Event of Default shall have occurred and be continuing or would result therefrom;
(iv) with amounts constituting so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed the Available Amount at any time if the greater of (i) $200,000,000 and (ii) 60.0% of Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of EBITDA for the most recently ended Reference Period;
(v) so long as no Event of Default has occurred and is continuing or would result therefrom, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting Debt Payments in an amount equal to the Available Amount on such date; provided that at any the time if of the making of such Restricted Debt Payment using amounts included in the Available Amount through clause (a)(i) of the definition thereof and immediately after giving effect to such Restricted Debt Payment, the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of for the end of the most recently ended Applicable Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrowercalculated on a Pro Forma Basis, is not Disqualified Capital Stockin excess of 3.25 to 1.00; and
(vi) whichin addition to the other Restricted Debt Payments permitted by this Section 7.8 and so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments if, at the time of making such Restricted Debt Payment and immediately after giving effect thereto, the Consolidated Secured Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 2.50 to 1.00. Notwithstanding anything to the contrary contained in this Section 7.8(a), in no event shall any payment in respect of Subordinated Indebtedness be permitted if such payment is in violation of the subordination provisions of such Subordinated Indebtedness. For purposes of determining compliance with this Section 7.8(a), in the case event that a Restricted Debt Payment meets the criteria of any such Equity Issuance bymore than one of the categories of Restricted Debt Payments described in clauses (i) through (vii) above, or capital contribution to, Holdings, have been contributed in cash as common equity to the BorrowerBorrower may, in each case to the extent it is not its sole discretion, divide or classify or later divide, classify or reclassify all or a Specified Equity Contribution. Notwithstanding the foregoing, nothing portion of such Restricted Debt Payment in a manner that complies with this Section 7.8 shall prohibit any AHYDO Payments 7.8(a) and will only be required to include the amount and type of such Restricted Debt Payment in respect one or more of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereofabove clauses.
(b) Amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Permitted Subordinated Junior Indebtedness (other than any such amendment, modification, waiver or Mezzanine Loan Document, in any manner other change that is would not materially adverse to and adversely affect the Lenders without the prior consent interests of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancing, replacement, extension or other similar modification of the Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.2.
Appears in 1 contract
Optional Payments and Modifications of Certain Debt Instruments. (a) Make Make, directly or indirectly, any optional payment or voluntary paymentother distribution (whether in cash, prepayment, repurchase securities or redemption of, other property) of or otherwise voluntarily or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) the in respect of principal of or interest onon any Indebtedness, or any payment or other amount owing distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except (i) payment of Indebtedness created under the Loan Documents, (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Permitted Indebtedness, other than payments in respect of the Senior Subordinated Notes and the Additional Senior Subordinated Debt prohibited by the subordination provisions thereof, (iii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; provided that , (iv) payments on intercompany Indebtedness, (v) redemptions, repurchases or prepayments of other Indebtedness so long as the aggregate amount of cash expended in connection therewith since the First Amendment Effective Date shall not exceed the sum of (A) the Borrower Net Cash Proceeds of borrowings of Tranche C Term Loans after the Closing Date which are not used for Restricted Payments or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (Permitted Acquisitions made pursuant to Sections 8.6 or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period8.8, respectively, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof1) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as 100% of the end Net Cash Proceeds of any issuance of Capital Stock by any Group Member after the First Amendment Effective Date (other than issuances of Capital Stock to any Group Member or as contemplated by Section 8.6(d)) which are not required to be used to prepay Term Loans or reduce Revolving Commitments pursuant to Section 4.2(b) minus (2) the sum of (x) the aggregate amount of Restricted Payments made pursuant to Section 8.6(e) since the First Amendment Effective Date, (y) the aggregate amount of Permitted Acquisitions consummated in reliance upon clause (a)(i) of the most recently ended Reference Perioddefinition of Permitted Acquisition Reserve Amounts and (z) other Investments consummated pursuant to Section 8.8(n) in reliance upon such Net Cash Proceeds, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness (1) an amount equal to the extent permitted by Section 7.2 sum of the Borrower's Portion of Excess Cash Flow for each fiscal year elapsed since the First Amendment Effective Date minus (2) the aggregate amount of Permitted Acquisitions consummated in reliance upon clause (a)(iv) of the definition of Permitted Acquisition Reserve Amounts and (D) the Borrower Excess Funded Amount and (vi) refinancings, refundings or any Restricted Subsidiary may convert any Mezzanine Facility replacements of Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Companypermitted under Section 8.2(a)(iv), (Ev), (vii) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.x);
(b) Amendamend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Notes, the Additional Senior Subordinated Debt or the Additional Senior Unsecured Notes, other than any Permitted Subordinated Indebtedness such amendment, modification, waiver or Mezzanine Loan Documentother change that (i) would extend the maturity, reduce the amount of any payment of principal thereof, reduce the rate or extend any date for payment of interest thereon or would change the covenants therein in any a manner that is not materially adverse more restrictive to the Lenders without Borrower and its Subsidiaries and (ii) does not involve the prior payment of a consent fee;
(c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the Administrative Agent (with the approval terms of the Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancingPreferred Stock, replacementother than any such amendment, extension modification, waiver or other similar modification change that (i) would extend the scheduled redemption date, reduce the amount of any scheduled redemption payment, reduce the rate or extend any date for payment of dividends thereon or would change the covenants therein in a manner not materially more restrictive to the Borrower and its Subsidiaries and (ii) does not involve the payment of a consent fee; or
(d) designate any Indebtedness (other than obligations of the Permitted Subordinated Indebtedness or the Mezzanine Facility Indebtedness Loan Parties pursuant to the extent otherwise permitted by Section 7.2Loan Documents) as "Designated Senior Debt" (or any other defined term having a similar purpose) for the purposes of the Senior Subordinated Notes Indenture and any Additional Senior Subordinated Debt Documents.
Appears in 1 contract
Samples: Credit Agreement (Donnelley R H Inc)
Optional Payments and Modifications of Certain Debt Instruments. Notwithstanding Sections 6.08(b) and 6.11, no Loan Party will (a) Make make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease segregate funds with respect to the Senior Notes Obligations or take any action to effect any of the foregoing; provided, however, that (i) any Mezzanine Facility Indebtedness then outstanding so long as no Event of Default is in existence or (ii) would be caused thereby, the principal US Borrower shall be permitted to redeem or prepay the Senior Notes Obligations solely with the cash proceeds it receives substantially concurrently with such redemption or prepayment from a public offering of or interest on, or any other amount owing in respect of any Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (B) the Borrower or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, (C) the Borrower or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness Holdings’ common stock to the extent permitted by under Section 7.2 and (D) the Borrower or any Restricted Subsidiary may convert any Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) to the Capital Stock of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as 4 of the end of the most recently ended Reference Period and (F) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) Senior Notes Indenture with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which as defined in the case Senior Notes Indenture) of one or more Equity Offerings (as defined in the Senior Notes Indenture) and (ii) the US Borrower shall be permitted to redeem or prepay the Senior Notes Obligations so long as, both before and after giving effect to any such Equity Issuance by redemption or prepayment, the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity Aggregate Availability (without giving effect to the BorrowerAvailability Block) exceeds $45,000,000 and no Event of Default is in existence, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness or any Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.
(b) Amendamend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Senior Notes Indenture or any Permitted Subordinated Indebtedness other material agreement relating to any thereof (other than any such amendment, modification, waiver or Mezzanine Loan Document, in other change that (A) (i) would extend the maturity or reduce the amount of any manner that is materially adverse to the Lenders without the prior consent payment of principal of the Administrative Agent Senior Notes or reduce the rate or extend any date for payment of interest thereon, (with the approval ii) would add additional guarantors as contemplated therein as of the Required LendersEffective Date and permitted hereunder, or (iii) would have the sole purpose of making a covenant contained in the Senior Notes Indenture less restrictive than the corresponding covenant contained herein (in each such case with respect to this clause (A); provided that nothing in this Section 7.8(b) shall prohibit the refinancing, replacementso long as such amendment, extension modification, waiver or other similar modification change does not involve the payment of the Permitted Subordinated a consent fee) or (B) is done solely to consummate a Refinancing Senior Note Indebtedness or the Mezzanine Facility Indebtedness to the extent otherwise permitted by Section 7.26.01(k).
Appears in 1 contract
Samples: Credit Agreement (Libbey Inc)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease (i) any Mezzanine Facility Indebtedness then outstanding or (ii) the principal of or interest on, or any other amount owing in respect of (i) any Indebtedness under the Senior Subordinated Notes or any Permitted Subordinated Amendment or Refinancing thereof (except as permitted under Section 7.6(c)) or (ii) any Junior Indebtedness, except (in the case of clause (i) or (ii)): (u) regularly scheduled interest (whether or not such interest can be paid-in-kind at the option of the issuer) or AHYDO “catch-up” payments; (v) in an amount not to exceed the sum of the Available Excess Amount plus $10,000,000; provided that (A) the Borrower no Default or any Restricted Subsidiary may prepay any Mezzanine Facility Indebtedness (Event of Default is continuing or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Periodwould result therefrom, (B) the Borrower Parent is in compliance with Section 7.1 before and after giving effect to such payment, prepayment, repurchase, redemption or any Restricted Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) with amounts constituting the Available Amount at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended Reference Period, defeasance and (C) the Borrower Consolidated Net Interest Coverage Ratio for the Most Recently Ended period of four consecutive fiscal quarters of the Parent is not less than the Applicable Consolidated Net Interest Coverage Ratio for such period before and after giving effect to such payment, prepayment, repurchase, redemption or any Restricted Subsidiary may refinance, replace or extend any Mezzanine Facility Indebtedness or Permitted Subordinated Indebtedness to the extent permitted by Section 7.2 and defeasance; (Dw) the Borrower may prepay, redeem, repurchase or defease the Senior Subordinated Notes or any Restricted Subsidiary may convert any Mezzanine Facility Junior Indebtedness or with the proceeds of any Permitted Subordinated Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness, (x) any such Indebtedness (may be converted to, or any Permitted Refinancing thereof) to the exchanged for, Capital Stock (other than Disqualified Capital Stock) of Holdings or any Parent Company, (E) the Borrower may prepay the Mezzanine Facility Indebtedness (or any Permitted Refinancing thereof) in an aggregate principal amount not to exceed $75,000,000 at any time if the Consolidated Total Leverage Ratio is equal to or less than 4.00 to 1.00 as of the end of the most recently ended Reference Period and (Fy) prepayments from the Borrower may prepay the Mezzanine Facility Indebtedness proceeds of Capital Stock (or any Permitted Refinancing thereof) with the Net Cash Proceeds received from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not other than Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower, in each case to the extent it is not a Specified Equity Contribution. Notwithstanding the foregoing, nothing in this Section 7.8 shall prohibit any AHYDO Payments in respect of the Mezzanine Facility Indebtedness issued by Holdings or any Permitted Subordinated Indebtedness orParent Company, in each case, any Permitted Refinancing thereof.so long as such prepayment occurs reasonably contemporaneously with the issuance of such Capital Stock;
(b) Amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, to (i) any of the terms of any Permitted Subordinated agreement or instrument governing or evidencing Junior Indebtedness or Mezzanine Loan Document, in any manner that is materially adverse to the Lenders without the prior consent of the Administrative Agent (with the approval which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) any of the Required Lenders); provided that nothing in this Section 7.8(bterms of the Senior Notes, the Senior Note Indenture, the Senior Subordinated Notes, the Senior Subordinated Note Indenture, any agreement relating to any Junior Indebtedness or any agreement related to a Permitted Amendment or Refinancing of any of the foregoing (other than (w) shall prohibit the refinancingany such amendment, replacementmodification, extension waiver or other similar modification change pursuant to a Permitted Refinancing of the Permitted Subordinated such Indebtedness or (x) that would extend the Mezzanine Facility Indebtedness maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and does not involve the payment of a consent fee (other than the payment of any consent fees to the extent otherwise permitted by clause (x) of Section 7.27.8(a)); or
(c) Designate any Indebtedness (other than (i) obligations of the Loan Parties pursuant to the Loan Documents or any refinancing thereof permitted under the Senior Subordinated Note Indenture or any Permitted Amendment or Refinancing thereof , (ii) ABL Indebtedness or (iii) the Senior Notes or any Permitted Amendment or Refinancing thereof) as “Designated Senior Indebtedness” for the purposes of the Senior Subordinated Note Indenture (or any Permitted Amendment or Refinancing thereof).
Appears in 1 contract
