Payments, Prepayments and Amendments. (a) Prepay, redeem, defease, purchase or otherwise acquire or retire (collectively, "retirements") any Indebtedness of Borrower and its Subsidiaries subordinated to the Obligations, including, without limitation, the Indebtedness evidenced by the New Notes, other than the Obligations in accordance with this Agreement, except, if no Default or Event of Default has occurred and is continuing, (i) any retirement in connection with a refinancing permitted by Section 7.1(d), (ii) retirements of any Indebtedness of Borrower and its Subsidiaries subordinated to the Obligations made with the net proceeds received by Borrower from the issuance of Qualified Junior Capital, subject to the additional conditions, if applicable, set forth in Section 7.1(d), and (iii) retirements of New Notes with the consent of the Required Non-Revolver A Lenders which consent shall not be unreasonably withheld; provided, however, that, (x) if any Revolver A Commitment remains outstanding, the New Notes may not be so retired pursuant to clause (iii) of this Section 7.8(a) unless the Borrowing Base equals or exceeds 175% of the then outstanding Revolver A Commitment and (y) such transaction shall be subject to the additional conditions, if applicable, set forth in Section 7.1(d).
(b) Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b), (c) or (e); provided, however, that the New Notes Indenture may be amended, or otherwise modified (other than in connection with a refinancing permitted by Section 7.1(d), the terms of which shall be governed by Section 7.1(d)), so long as such amendments or modifications are not on terms and conditions that are more burdensome or restrictive to the Borrower.
(c) Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, by deposit of monies or otherwise, make any payment on account of any principal of, premium, interest, fees or other amounts (excluding expenses payable to the trustee of the New Notes) payable in connection with the Indebtedness under the New Notes Documents; provided, however, that Borrower may make interest payments by issuing additional New Notes to holders of the New Notes.
(i) Amend, modify or otherwise change its or its Subsidiaries' Governing Document...
Payments, Prepayments and Amendments. (a) Except in connection with (i) a refinancing permitted by Section 7.1(e) or (ii) a prepayment of Purchase Money Indebtedness in connection with the sale of the fixed assets acquired with the proceeds thereof, prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party, other than the Obligations in accordance with this Agreement; provided, however, that notwithstanding the provisions of this clause (a), Parent shall be permitted to repurchase its Subordinated Notes with the proceeds of the Term Loan C and/or the issuance and sale of the Preferred Stock so long as (A) both before and after giving effect to such repurchase, no Default or Event of Default has occurred and is continuing, (B) in the case of a repurchase of Subordinated Notes with the proceeds of the Term Loan C, both before and after giving effect to such repurchase, the Senior Debt Ratio does not exceed 3.00 to 1.00, (C) in the case of a repurchase of Subordinated Notes with the proceeds of the Term Loan C, both before and after giving effect to such repurchase, Excess Availability is not less than $5,000,000, (D) in the case of a repurchase of Subordinated Notes with the proceeds of the issuance and sale of the Preferred Stock, such repurchase is made in accordance with the terms of the Preferred Stock Purchase Agreement, (E) contemporaneously therewith, Administrative Borrower delivers to Agent a certificate of the chief executive officer or chief financial officer of Administrative Borrower certifying that such conditions have been satisfied, and (F) all Subordinated Notes so repurchased shall be endorsed and delivered to Agent in accordance with Section 4.2 (it being understood that, so long as no Default or Event of Default shall have occurred and be continuing, Parent may receive and retain any and all interest payments paid in respect of the Subordinated Notes so repurchased).
(b) Except in connection with a refinancing permitted by Section 7.1(e), directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b), (c), (d) or (i) if such amendment, modification, alteration, increase or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate ...
Payments, Prepayments and Amendments. (a) Except in connection with (i) a refinancing permitted by Section 7.1(e) or (ii) a prepayment of Purchase Money Indebtedness in connection with sale of the fixed assets acquired with the proceeds thereof, prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party, other than the Obligations in accordance with this Agreement; provided, however, that notwithstanding the provisions of this clause (a), Parent shall be permitted to repurchase its Parent Notes in accordance with the terms of this Agreement.
(b) Except in connection with a refinancing permitted by Section 7.1(e), directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b), (c) or (d) if such amendment, modification, alteration, increase or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Agent and the Lenders or the issuer of such Indebtedness in any respect.
(i) Amend, modify or otherwise change its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it with respect to any of its Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Stock, or (ii) amend, modify or otherwise change any Material Contract, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this paragraph (d) that, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Change.
Payments, Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 7.1,
(i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or any of its Subsidiaries, other than:
(1) the Obligations in accordance with this Agreement or a Bank Product Agreement, and
(2) Permitted Intercompany Advances, or
(ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions; or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness;
(ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender; or
(iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.
Payments, Prepayments and Amendments. Section 7.8(a) of the Loan Agreement is hereby amended by deleting clause (F) of the proviso therein and substituting in lieu thereof the following:
Payments, Prepayments and Amendments. (a) Make any principal or interest payment on Indebtedness to RDM or any Subsidiary of RDM which is not (i) a Borrower hereunder or (ii) the Canadian Subsidiary;
(b) Except in connection with a refinancing permitted by Section 7.1(e), prepay, redeem, retire, defease, purchase, or otherwise acquire any Indebtedness owing to any third Person, other than the Obligations in accordance with this Agreement; and
(c) Directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b), (c), (d), or (e).
Payments, Prepayments and Amendments. (a) Make any payments of principal of, or interest or fees on, Subordinated Note A or Subordinated Note B; provided, however, that Borrower may -------- ------- make regularly scheduled interest payments on Subordinated Note A after June 30, 2001 if (i) no Event of Default has occurred and is continuing, and (ii) Borrower has demonstrated to the satisfaction of Agent that, after giving effect to such payment, Excess Availability is $10,000,000 or more; and provided, further, that Borrower may refinance and pay in full the -------- ------- Subordinated Note A with the proceeds of new subordinated debt provided by an Affiliate of Borrower on terms and conditions, and subject to a Subordination Agreement and other documents, in form and substance satisfactory to Agent.
(b) Except in connection with a refinancing permitted by Section ------- 7.1(e), prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness ------ of Borrower, other than the Obligations in accordance with this Agreement, and
(c) Except in connection with a refinancing permitted by Section ------- 7.1(e), directly or indirectly, amend, modify, alter, increase, or change any of ------ the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections -------- 7.1(b), (c) or (d). ------ --- ---
Payments, Prepayments and Amendments. (a) Except in connection with a refinancing permitted by Section 7.1(d), or prior to a Default, Unmatured Default or Event of Default has occurred and is continuing, with respect to Indebtedness permitted by Section 7.1(g) or with respect to scheduled payments of principal and interest on any other Indebtedness permitted hereunder; prepay, redeem, defease, purchase or otherwise acquire any Indebtedness of Borrower or any of its Subsidiaries, other than the Obligations in accordance with this Agreement.
(b) Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase or change any of the terms or conditions of any agreement, instrument, document, indenture or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b) and (c).
(i) Except to remove private company restrictions or to implement a stock split, amend, modify or otherwise change its or its Subsidiaries' Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it with respect to any of its Shares (including any shareholders' agreement), or enter into any new agreement with respect to any of its Shares, or (ii) amend, modify or otherwise change any Material Contract, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this paragraph (c) that, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Change.
Payments, Prepayments and Amendments. Except in connection with (i) a refinancing permitted by Section 7.1(e) or (ii) a prepayment of Purchase Money Indebtedness in connection with the sale of the fixed assets acquired with the proceeds thereof, prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party, other than the Obligations in accordance with this Agreement. Except in connection with a refinancing permitted by Section 7.1(e), directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b), (c) or (d).
Payments, Prepayments and Amendments. (a) Make any payment on account of the Junior Secured Notes, the First Unsecured Creditors Promissory Note or the Second Unsecured Creditors Promissory Note, except (x) Borrower may make regularly scheduled payments of interest and principal pursuant to the terms of Junior Secured Notes, the First Unsecured Creditors Promissory Note and the Second Unsecured Creditors Promissory Note in effect as of the date hereof, provided, that (i) there does not exist an Event of Default and there would not exist an Event of Default after giving effect to any such payment and (ii) the Borrower has certified to Agent that it, at all times tested, maintained Excess Availability for the 30 days prior to the date of such payment and, on a pro forma basis, will maintain Excess Availability for the 60 days after the date of such payment of at least $1,500,000, after giving effect to such payment, and (ii) Borrower is Solvent, and (y) Borrower may make prepayments on such Indebtedness as permitted by Section 7.8(c), provided, that (i) Borrower shall not make any prepayments on such Indebtedness other than Indebtedness in respect of the First Unsecured Creditors Note Put Right prior to July 31, 2004.
(b) Make any payment on account of the Parent Loan I, Parent Loan II and the Shoes.com Loan, except (x) Borrowex xxx xxxe regularly scheduled payments of interest and principal pursuant to the terms of Parent Loan I, Parent Loan II, and the Shoes.com Loan in effect as of the xxxx xxxeof, provided, that (i) there does not exist an Event of Default and there would not exist an Event of Default after giving effect to any such payment and (ii) the Borrower has certified to Agent that it, at all times tested, maintained Excess Availability for the 30 days prior to the date of such payment and, on a pro forma basis, will maintain Excess Availability for the 60 days after the date of such payment of at least $1,500,000, after giving effect to such payment and (y) Borrower may make prepayments on such Indebtedness as permitted by Section 7.8(c), and (z) Borrower is Solvent.
(c) Prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower, other than the Obligations in accordance with this Agreement except Borrower may (A) prepay any Junior Secured Creditors Promissory Note, the First Unsecured Creditors Promissory Note pursuant to the terms of the First Unsecured Creditors Note Put Right or otherwise or the Second Unsecured Creditors Promissory Note provided, that (...
