Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Maturity Date, or make any payment in violation of any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower at its option, except prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of (i) unsecured Indebtedness made with the proceeds of any Permitted Subordinated Debt (ii) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied therewith, (iii) unsecured Indebtedness so long as after giving effect thereto the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d)) is not greater than 3.50 to 1.00, and (iv) any other Indebtedness not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of the Borrower not greater than the Maximum Annual Restricted Payment Amount (less any portion of the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); or (b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenture, (ii) any Permitted Subordinated Debt Document, (iii) any Indebtedness with a stated maturity date outside the Term Loan B Maturity Date, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support be any less favorable to the Administrative Agent or the Lenders than the terms of such Indebtedness as of the Closing Date.
Appears in 3 contracts
Samples: Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.)
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy any Indebtedness that is subordinated to the Indebtedness hereunder prior to the scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Maturity Datethereof, or make any payment in violation of any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower at its option, except prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of those prepayments that are made (i) unsecured Indebtedness made in connection with a refinancing thereof permitted by Section 8.03(o), (ii) with the proceeds of any Permitted Subordinated Debt Xxxxxxx Water Products Debt; or (iiiii) unsecured or secured Indebtedness made to the extent available after making any prepayment required by Section 2.06(d), and subject to the making of each such prepayment, with the proceeds of other Indebtedness permitted any issuance or sale by the New Holdco, Xxxxxxx Water Products or the Borrower of its Equity Interests or any capital contribution to be incurred pursuant New Holdco, Xxxxxxx Water Products or the Borrower (in the case of such issuances, sales or capital contributions to Section 8.03 and containing terms and conditions (including terms of subordinationNew Holdco or Xxxxxxx Water Products, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied therewith, (iii) unsecured Indebtedness so long as after giving effect thereto the Consolidated Leverage Ratio (calculated on a pro forma basis extent such proceeds received by in accordance with Sections 1.04(c) and (d)) is not greater than 3.50 to 1.00, and (iv) any other Indebtedness not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of cash by the Borrower not greater than the Maximum Annual Restricted Payment Amount (less any portion of the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)as an equity capital contribution); or
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Note Indenture, (ii) any Permitted Subordinated Debt Document, (iii) any Indebtedness with a stated maturity date outside the Term Loan B Maturity DatePut Backstop Facility of the Borrower, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support be any less favorable to the Administrative Agent or the Lenders than the terms of such Indebtedness as of the Closing Date.
Appears in 3 contracts
Samples: Credit Agreement (Mueller Group, Inc.), Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Walter Industries Inc /New/)
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later other than the Term Loan B Maturity DateFirst Lien Priority Debt, or make any payment in violation of any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower Borrowers at its option, except except, so long as no Default shall exist prior to or immediately thereafter, prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction (collectively, a “Prepayment”) of Indebtedness (iother than the Subordinated Indebtedness) unsecured Indebtedness made with the proceeds of any Permitted Subordinated Debt (ii) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 8.02 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders Credit Parties than the Indebtedness being subject to such Prepayment, provided, however, at no time may any of the Subordinated Indebtedness, including the Specified Subordinated Indebtedness, be prepaid prior to its stated maturity unless expressly permitted by the applicable intercreditor or otherwise satisfied therewithsubordination agreement in form and substance satisfactory to the Agent. Notwithstanding the foregoing, (iii) unsecured Indebtedness so long as after giving effect thereto the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d)) is not greater than 3.50 Loan Parties may at any time exercise any Special Setoff Rights to 1.00, and (iv) any other Indebtedness not permitted cause the Centrex Earnout Payments to be reduced pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year terms of the Borrower not greater than the Maximum Annual Restricted Payment Amount (less any portion of the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); orCentrex Purchase Agreement.
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenture, (ii) any Permitted Subordinated Debt Document, (iii) any Indebtedness with a stated maturity date outside the Term Loan B Maturity Date, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders or any other Credit Party than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support be any less favorable to the Administrative Agent or the Lenders Credit Parties than the terms of such Indebtedness as of the Closing Date.
(c) Amend, modify or change any Organizational Document of any Loan Party in a manner adverse to the Agent or any other Credit Party.
(d) Change the state or jurisdiction of formation of any Loan Party whether by merger, reincorporation or otherwise.
(e) Waive or otherwise modify any term of any First Lien Loan Document except in a manner permitted by the Intercreditor Agreement; provided, if any amendment or modification to the First Lien Loan Documents amends or modifies any representation or warranty, covenant (including any financial covenant and any definitions relating to such representation, warranties or covenants (including any financial covenants)) or event of default contained in the First Lien Loan Documents (or any related definitions) (but excluding, for purposes of clarity, any other amendment or modification to the First Lien Loan Documents in respect of the rates, the fees or any premiums relating thereto, which shall be subject to the terms of the Intercreditor Agreement), in each case, in a manner that is more restrictive than the applicable provisions permit as of the date thereof, or if any amendment or modification to the First Lien Credit Agreement or any other First Lien Loan Document adds an additional representation and warranty, covenant or event of default therein, then each Borrower acknowledges and agrees that, if requested by the Agent, this Agreement or the other Loan Documents, as the case may be, shall be automatically amended or modified to affect similar amendments or modifications with respect to this Agreement or such other Loan Documents (preserving any cushions that may exist with respect to financial or negative covenants), without the need for any further action or consent by any Borrower or any other party. In furtherance of the foregoing, the Borrowers shall permit the Agent and Lenders to document each such similar amendment or modification to this Agreement or such other Loan Documents or insert a corresponding new representation and warranty, covenant, event of default or other provision in this Agreement or such other Loan Documents without any need for any further action or consent by any Borrower.
Appears in 2 contracts
Samples: Second Lien Credit and Security Agreement (Katy Industries Inc), Second Lien Credit and Security Agreement (Katy Industries Inc)
Prepayment of Indebtedness; Amendment to Material Agreements. (a) PrepayMake or pay, redeemdirectly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Consolidated Funded Indebtedness or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, repurchaseredemption, defease retirement, acquisition, cancellation or otherwise satisfy prior to the termination of any such Indebtedness), except:
(i) payments when due of regularly scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later interest, principal payments and mandatory prepayments (other than in respect of “excess cash flow”) on the Term Loan B Maturity DateDebt and any other Indebtedness (other than Subordinated Debt);
(A) “excess cash flow” mandatory prepayments in respect of Term Loan Debt under the Term Loan Agreement, or make any payment in violation and (B) voluntary prepayments of any subordination terms thereofthe Term Loan Debt under the Term Loan Agreement, including in each case pursuant to any change of controlcase, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower at its option, except prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of (i) unsecured Indebtedness made with extent not prohibited by the proceeds of any Permitted Subordinated Debt (ii) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied therewith, Term Loan Intercreditor Agreement;
(iii) unsecured Indebtedness so long payments when due of regularly scheduled interest and principal payments on any Subordinated Debt, solely (x) if, as of the date of any such payment and after giving effect thereto Pro Forma Effect thereto, the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance Payment Conditions are satisfied with Sections 1.04(c) respect thereto, and (d)y) is not greater than 3.50 to 1.00, the extent such payments are permitted pursuant to (A) the Subordination Agreement entered into with respect to such Subordinated Debt and (B) the Term Loan Documents;
(iv) any other Indebtedness not permitted pursuant Restricted Payments, solely to the foregoing subparts extent expressly permitted by Section 8.06;
(v) the incurrence of Refinancing Indebtedness, solely to the extent expressly permitted by Section 8.01(r); and
(vi) payments of secured Indebtedness that becomes due as a result of a voluntary sale or transfer permitted hereunder of the property securing such Indebtedness.
(b) Amend, modify or change in any manner (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid any term or otherwise satisfied pursuant to this subpart (iv) in any fiscal year condition of the Borrower not greater than Term Loan Debt Documents, except to the Maximum Annual Restricted Payment Amount extent permitted by the Term Loan Intercreditor Agreement, or (less ii) any portion term or condition of any Subordinated Debt Documents, except to the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); orextent permitted by the applicable Subordination Agreement.
(bc) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenture, (ii) any Permitted Subordinated Debt Document, (iii) any Indebtedness with a stated maturity date outside permitted under Section 8.01 outstanding on the Closing Date (other than the Term Loan B Maturity Date, or Debt which is subject to the immediately preceding clause (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related theretob)), in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support be any less favorable to the Administrative Agent or the Lenders than the terms of such Indebtedness as of the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Landec Corp \Ca\)
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Revolving Credit Maturity Date, or make any payment in violation of any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower Borrowers at its option, except except, so long as no Default (other than in the case of clause (iii) below) or Event of Default shall exist prior to or immediately thereafter, prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of (collectively, a "Prepayment") of: (i) unsecured Indebtedness made with the proceeds of any Permitted Subordinated Debt Debt; (ii) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied therewith, ; (iii) unsecured the Note Obligations in connection with any mandatory prepayments required pursuant to the Note Documents; provided the Borrower Agent shall deliver notice of such Prepayment to the Administrative Agent substantially concurrently with any notice thereof required to be delivered to the Note Trustee or any holders of the Notes, or if none, substantially concurrently with the making thereof; and (iv) any Indebtedness so long as the Borrower Agent shall have delivered to the Administrative Agent, substantially concurrently with the making of such Prepayment, a certificate demonstrating that either (i) Pro Forma Availability is greater than or equal to the greater of 15% of the Loan Cap and $26,250,000 for each day during the 30 day period prior to such Prepayment and immediately after giving effect thereto thereto, or (ii) Pro Forma Availability is greater than or equal to 10%, but less than 15%, of the Loan Cap and $17,500,000 for each day during the 30 day period prior to such Prepayment and immediately after giving effect thereto, and in the case of this clause (ii) the Consolidated Leverage Fixed Charge Coverage Ratio (calculated on a pro forma basis giving effect to such Prepayment in accordance with Sections 1.04(c) and (dSection 1.03(d)) as of the most recently ended Measurement Period is not greater than 3.50 at least 1.00 to 1.00, and (iv) any other Indebtedness not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of the Borrower not greater than the Maximum Annual Restricted Payment Amount (less any portion of the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); or
. (b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenture, (ii) any Permitted Subordinated Debt Document, Document or any other Indebtedness (iiiother than the Note Documents) any Indebtedness with a stated maturity date outside later than the Term Loan B Revolving Credit Maturity Date, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support be any less favorable to the Administrative Agent or the Lenders than the terms of such Indebtedness as earlier of the Closing DateFifth Amendment Effective Date or date of incurrence thereof, or (ii) any Note Documents if such amendment, modification or change (A) increases any required payment of principal; (B) accelerates the date on which any installment of principal or any interest is due, or adds any additional mandatory redemption, put or prepayment provisions; or (C) shortens the final maturity date or otherwise accelerates amortization.
Appears in 1 contract
Prepayment of Indebtedness; Amendment to Material Agreements. (a) PrepayMake or pay, redeemdirectly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Consolidated Funded Indebtedness or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, repurchaseredemption, defease retirement, acquisition, cancellation or otherwise satisfy prior to the termination of any such Indebtedness), except:
(i) payments when due of regularly scheduled maturity thereof interest, principal payments and mandatory prepayments (other than any Indebtedness that is either subordinated to the Indebtedness hereunder or has mandatory prepayment resulting from a stated maturity date later than any “Material Supply Agreement Default” (as defined in the Term Loan B Maturity DateAgreement), unless (A) immediately before and after giving effect thereto, Total Revolving Credit Outstandings are equal to $0, and (B) no Proceeds of any ABL Priority Collateral or any Loans are used to make any payment in violation of such mandatory prepayment) on the Term Loan Debt and any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower at its option, except prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of Indebtedness (i) unsecured Indebtedness made with the proceeds of any Permitted other than Subordinated Debt Debt);
(ii) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied therewith, [intentionally omitted];
(iii) unsecured Indebtedness so long payments when due of regularly scheduled interest and principal payments on any Subordinated Debt, solely (x) if, as of the date of any such payment and after giving effect thereto Pro Forma Effect thereto, the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance Payment Conditions are satisfied with Sections 1.04(c) respect thereto, and (d)y) is not greater than 3.50 to 1.00, the extent such payments are permitted pursuant to (A) the Subordination Agreement entered into with respect to such Subordinated Debt and (B) the Term Loan Documents;
(iv) any other Indebtedness not permitted pursuant Restricted Payments, solely to the foregoing subparts extent expressly permitted by Section 8.06;
(v) the incurrence of Refinancing Indebtedness, solely to the extent expressly permitted by Section 8.01(r); and
(vi) payments of secured Indebtedness that becomes due as a result of a voluntary sale or transfer permitted hereunder of the property securing such Indebtedness.
(b) Amend, modify or change in any manner (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid any term or otherwise satisfied pursuant to this subpart (iv) in any fiscal year condition of the Borrower not greater than Term Loan Documents, except to the Maximum Annual Restricted Payment Amount extent permitted by the Term Loan Intercreditor Agreement, or (less ii) any portion term or condition of any Subordinated Debt Documents, except to the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); orextent permitted by the applicable Subordination Agreement.
(bc) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenture, (ii) any Permitted Subordinated Debt Document, (iii) any Indebtedness with a stated maturity date outside permitted under Section 8.01 outstanding on the Closing Date (other than the Term Loan B Maturity Date, or Debt which is subject to the immediately preceding clause (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related theretob)), in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support be any less favorable to the Administrative Agent or the Lenders than the terms of such Indebtedness as of the Closing Date.
Appears in 1 contract
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Revolving Credit Maturity Date, or make any payment in violation of any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower Borrowers at its option, except except, so long as no Default or Event of Default shall exist prior to or immediately thereafter, prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of (collectively, a “Prepayment”) of:
(i) unsecured Indebtedness made with the proceeds of any Permitted Subordinated Debt Debt;
(ii) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied Prepaid therewith, ;
(iii) unsecured other Indebtedness so long as prior to each such Prepayment the Borrower Agent has delivered a certificate to the Administrative Agent demonstrating that (A) Pro Forma Availability shall be at least 25% of the Aggregate Commitments for each day during the 30 day period prior to such Prepayment and immediately after giving effect thereto, or (B) if Pro Forma Availability shall not be at least 25% of the Aggregate Commitments for each day during the 30 day period prior to such Prepayment and immediately after giving effect thereto, (1) Pro Forma Availability shall be at least 17.5% of the Aggregate Commitments for each day during the 30 day period prior to such Prepayment and immediately after giving effect thereto and (2) the Consolidated Leverage Fixed Charge Coverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d)) is not greater than 3.50 as of the most recently ended Measurement Period shall be at least 1.10 to 1.00, and (iv) any other Indebtedness not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of the Borrower not greater than the Maximum Annual Restricted Payment Amount (less any portion of the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); or.
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenture or the Senior Notes or the Senior Notes Indenture, (ii) any other Permitted Subordinated Debt Document, (iii) any Indebtedness with a stated maturity date outside the Term Loan B Maturity Date, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction Second Lien Obligations or any schedules, exhibits or agreements related thereto, or (iv) any Indebtedness with a stated maturity date outside the Revolving Credit Maturity Date, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support be any less favorable to the Administrative Agent or the Lenders than the terms of such Indebtedness as of the Closing Date.
Appears in 1 contract
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Maturity DateIndebtedness, or make any payment in violation of any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower Borrowers at its option, except except, so long as no Default shall exist prior to or immediately thereafter, prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction (collectively, a “Prepayment”) of (i) unsecured Indebtedness made with other than the proceeds of any Permitted Subordinated Debt (ii) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 8.02 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders Lender than the Indebtedness being prepaid or otherwise satisfied therewithsubject to such Prepayment, (iii) unsecured Indebtedness so long as after giving effect thereto the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d)) is not greater than 3.50 to 1.00provided, and (iv) however, at no time may any other Indebtedness not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of the Borrower not greater than Subordinated Indebtedness, including the Maximum Annual Restricted Payment Amount (less any portion of Specified Subordinated Indebtedness, be prepaid prior to its stated maturity unless expressly permitted by the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); orapplicable Intercreditor Agreement.
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenture, (ii) any Permitted Subordinated Debt Document, (iii) any Indebtedness with a stated maturity date outside the Term Loan B Revolving Credit Maturity Date, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders Lender than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support be any less favorable to the Administrative Agent or the Lenders Lender than the terms of such Indebtedness as of the Closing Date.
(c) Amend, modify or change any Organizational Document of any Loan Party in a manner adverse to the Lender.
(d) Change the state or jurisdiction of formation of any Loan Party whether by merger, reincorporation or otherwise.
Appears in 1 contract
Samples: Credit and Security Agreement (Katy Industries Inc)
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Maturity Date, or make any payment in violation of any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower at its option, except prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of (i) unsecured Indebtedness made with the proceeds of any Permitted Subordinated Debt Debt, (ii) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied therewith, (iii) unsecured Indebtedness so long as after giving effect thereto the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and or (d), as applicable) is not greater than 3.50 to 1.00, and or (iv) any other Indebtedness not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the no Default exists or would result therefrom, Existing Borrower Notes in an aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant not to this subpart (iv) in any fiscal year of the Borrower not greater than the Maximum Annual Restricted Payment Amount (less any portion of the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii))exceed $500,000; or
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenture, (ii) any Permitted Subordinated Debt Document, (iii) any Indebtedness with a stated maturity date outside the Term Loan B Maturity Date, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction Second Lien Obligations or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Amendment Date, but in no event shall terms of recourse, guarantees or credit support be any less favorable to the Administrative Agent or the Lenders than the terms of such Indebtedness as of the Closing Amendment Date.
Appears in 1 contract
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Revolving Credit Maturity Date, or make any payment in violation of any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower Borrowers at its option, except except, so long as no Default (other than in the case of clause (iii) below) or Event of Default shall exist prior to or immediately thereafter, prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of (collectively, a "Prepayment") of: (i) unsecured Indebtedness made with the proceeds of any Permitted Subordinated Debt Debt; (ii) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied therewith, ; (iii) unsecured the Note Obligations in connection with any mandatory prepayments required pursuant to the Note Documents; provided the Borrower Agent shall deliver notice of such Prepayment to the Administrative Agent substantially concurrently with any notice thereof required to be delivered to the Note Trustee or any holders of the Notes, or if none, substantially concurrently with the making thereof; and (iv) any Indebtedness so long as the Borrower Agent shall have delivered to the Administrative Agent, substantially concurrently with the making of such Prepayment, a certificate demonstrating that either (i) Pro Forma Availability is greater than or equal to the greater of 15% of the Loan Cap and $26,250,000 for each day during the 30 day period prior to such Prepayment and immediately after giving effect thereto thereto, or (ii) Pro Forma Availability is greater than or equal to 10%, but less than 15%, of the Loan Cap and $17,500,000 for each day during the 30 day period prior to such Prepayment and immediately after giving effect thereto, and in the case of this clause (ii) the Consolidated Leverage Fixed Charge Coverage Ratio (calculated on a pro forma basis giving effect to such Prepayment in accordance with Sections 1.04(c) and (dSection 1.03(d)) as of the most recently ended Measurement Period is not greater than 3.50 at least 1.00 to 1.00, and (iv) any other Indebtedness not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of the Borrower not greater than the Maximum Annual Restricted Payment Amount (less any portion of the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); or. 113 #500021837_v16
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenture, (ii) any Permitted Subordinated Debt Document, Document or any other Indebtedness (iiiother than the Note Documents) any Indebtedness with a stated maturity date outside later than the Term Loan B Revolving Credit Maturity Date, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support be any less favorable to the Administrative Agent or the Lenders than the terms of such Indebtedness as earlier of the Closing DateFifthSeventh Amendment Effective Date or date of incurrence thereof, or (ii) any Note Documents if such amendment, modification or change (A) increases any required payment of principal; (B) accelerates the date on which any installment of principal or any interest is due, or adds any additional mandatory redemption, put or prepayment provisions; or (C) shortens the final maturity date or otherwise accelerates amortization.
Appears in 1 contract
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Maturity Datemanner, or make any payment in violation of any subordination terms thereofof, Indebtedness that is subordinated to the Indebtedness hereunder, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower at its option, except prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of those prepayments that (i) unsecured Indebtedness are made in connection with the proceeds of any Permitted Subordinated Debt a refinancing thereof otherwise permitted by Section 8.03(b) or (ii) unsecured or secured Indebtedness made with after giving effect to which, as demonstrated by the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 Borrower in a certificate signed by a Responsible Officer and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect delivered to the Administrative Agent and the Lenders than the Indebtedness being prepaid Agent, no Default exists or otherwise satisfied therewithwill have occurred, (iii) unsecured Indebtedness so long as after giving effect thereto the Consolidated Senior Secured Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d)) is not greater than 3.50 1.50 to 1.00, 1.00 and (iv) any other Indebtedness the remaining amount available to be drawn under the Revolving Credit Facility is not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of the Borrower not greater less than the Maximum Annual Restricted Payment Amount (less any portion of the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii))$50,000,000; or
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note the Mortgage-Backed Securities, or the Subordinated Notes Indenture, (ii) any Permitted Subordinated Debt Documentthe Mortgage Warehousing Facility (including the Borrower Account Transfer Agreement), or (iii) any Indebtedness with a stated maturity date outside the Term Loan B Maturity Datematerial lease, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support be any less favorable to the Administrative Agent or the Lenders than the terms of such Indebtedness as of the Closing Date.
Appears in 1 contract
Prepayment of Indebtedness; Amendment to Material Agreements. (a) a. Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Maturity DateIndebtedness, or make any payment in violation of any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower Borrowers at its option, except except, so long as no Default or Event of Default shall exist prior to or immediately thereafter, prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of (ieach a “Prepayment”) unsecured of:
i. Indebtedness made refinanced with the proceeds of any Permitted permitted Subordinated Debt (Debt;
ii. Indebtedness refinanced in accordance with Section 8.01(b) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders Lender than the Indebtedness being prepaid or otherwise satisfied therewith, (subject to such Prepayment; and
iii) unsecured . other Indebtedness so long as after giving effect thereto (A) the aggregate amount of such Prepayments in any fiscal year not to exceed $3,500,000, (B) the Consolidated Leverage Fixed Charge Coverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(cgiving effect to such Prepayment as of the most recently ended Measurement Period) shall be at least 1.20 to 1.00 and (d)C) is not greater than 3.50 pro forma Availability shall exceed $7,500,000 for each day during the 30 day period prior to 1.00such Prepayment and immediately after making such Prepayment, and (ivii) any other Indebtedness not permitted pursuant at least ten (10) Business Days prior to each such Prepayment, the Borrower Agent has delivered a certificate to the foregoing subparts Lender demonstrating compliance with each of (iA) through (iiiC) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of the Borrower not greater than the Maximum Annual Restricted Payment Amount (less any portion of the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); orabove.
(b) b. Amend, modify or change in any manner any term or condition of (i) any Subordinated Note document evidencing or the Subordinated Notes Indenture, (ii) any Permitted governing Subordinated Debt Document, (iii) in any Indebtedness with a stated maturity date outside the Term Loan B Maturity Date, or (iv) any documents, instruments and agreements delivered manner resulting in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof that are less favorable in any material respect to the Administrative Agent and the Lenders Lender than the terms and conditions of such Indebtedness as of the Closing Date, but in no event shall including terms of recourse, guarantees or credit support be any being less favorable to the Administrative Agent or the Lenders Lender than the terms of such Indebtedness as of the Closing Date.
Appears in 1 contract
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Maturity Datemanner, or make any payment in violation of any subordination terms thereofof, Indebtedness that is subordinated to the Indebtedness hereunder (including, the Borrower’s guaranty obligations under the Subordinated New Holdco Note), including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower at its option, except prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of those prepayments that (i) unsecured Indebtedness are made in connection with the proceeds of any Permitted Subordinated Debt a refinancing thereof otherwise permitted by Section 8.03(b) or (ii) unsecured or secured Indebtedness made with after giving effect to which, as demonstrated by the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 Borrower in a certificate signed by a Responsible Officer and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect delivered to the Administrative Agent and the Lenders than the Indebtedness being prepaid Agent, no Default exists or otherwise satisfied therewithwill have occurred, (iii) unsecured Indebtedness so long as after giving effect thereto the Consolidated Senior Secured Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d)) is not greater than 3.50 1.50 to 1.00, 1.00 and (iv) any other Indebtedness the remaining amount available to be drawn under the Revolving Credit Facility is not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of less than $50,000,000; provided that the Borrower may use an amount not greater than the Maximum Annual Restricted Payment Amount (less any portion of Excess Cash Flow each year not required to be paid to reduce the Maximum Annual Payment Amount utilized in such fiscal year to make Investments Term Loan pursuant to Section 8.02(o2.06(d)(iv) or to make Restricted Payments pursuant to Section 8.06(e)(ii))prepay amounts outstanding under the Subordinated New Holdco Note; or
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenturematerial lease, (ii) any Permitted the Subordinated Debt Document, New Holdco Note or (iii) any Indebtedness with a stated maturity date outside the Term Loan B Maturity DateTax Sharing Agreement, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support or, with respect to the Subordinated New Holdco Note, any requirement to pay interest or principal in cash, be any less favorable to the Administrative Agent or and the Lenders than the terms of such Indebtedness as of the Closing Date.
Appears in 1 contract
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Revolving Credit Maturity Date, or make any payment in violation of any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower Borrowers at its option, except except, so long as no Default or Event of Default shall exist prior to or immediately thereafter, prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of (collectively, a "Prepayment") of:
(i) unsecured Indebtedness made with the proceeds of any Permitted Subordinated Debt Debt;
(ii) unsecured or secured Indebtedness made with the proceeds of (A) the Second Lien Obligations and (B) other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied Prepaid therewith, ;
(iii) unsecured the Second Lien Obligations in connection with any mandatory prepayments required pursuant to the definitive documentation for the Second Lien Obligations; provided the Borrower Agent shall deliver notice of such Prepayment to the Administrative Agent substantially concurrently with any notice thereof required to be delivered to any holder of the Second Lien Obligations, or if none, substantially concurrently with the making thereof; and
(iv) any Indebtedness so long as (A) Pro Forma Availability shall be greater than or equal to 15% of the Aggregate Commitments for each day during the 30 day period prior to such Prepayment and immediately after making such Prepayment, (B) if Pro Forma Availability shall not be at least 25% of the Aggregate Commitments for each day during the 30 day period prior to such Prepayment and immediately after giving effect thereto thereto, the Consolidated Leverage Fixed Charge Coverage Ratio (calculated on a pro forma basis giving effect to such Prepayment in accordance with Sections 1.04(cSection 1.03(d)) as of the most recently ended Measurement Period shall be at least 1.00 to 1.00 and (C) the Borrower Agent shall have delivered to the Administrative Agent, substantially concurrently with the making of such Prepayment, a certificate demonstrating compliance with items (A) and (d)B) is not greater than 3.50 to 1.00, and (iv) any other Indebtedness not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of the Borrower not greater than the Maximum Annual Restricted Payment Amount (less any portion of the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); orabove.
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenture or the Senior Notes or the Senior Notes Indenture, (ii) any other Permitted Subordinated Debt Document, (iii) the definitive documentation for the Second Lien Obligations, or (iv) any Indebtedness with a stated maturity date outside the Term Loan B Revolving Credit Maturity Date, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms Date or date of recourse, guarantees or credit support be any less favorable to the Administrative Agent or the Lenders than the terms of such Indebtedness as of the Closing Dateincurrence thereof.
Appears in 1 contract
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Maturity Datemanner, or make any payment in violation of any subordination terms thereofof, Indebtedness that is subordinated to the Indebtedness hereunder (including the Borrower’s guaranty obligations under the Subordinated New Holdco Note), including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower at its option, except prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of those prepayments that (i) unsecured Indebtedness are made in connection with the proceeds of any Permitted Subordinated Debt a refinancing thereof otherwise permitted by Section 8.03(b) or (ii) unsecured or secured Indebtedness made with after giving effect to which, as demonstrated by the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 Borrower in a certificate signed by a Responsible Officer and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect delivered to the Administrative Agent and the Lenders than the Indebtedness being prepaid Agent, no Default exists or otherwise satisfied therewithwill have occurred, (iii) unsecured Indebtedness so long as after giving effect thereto the Consolidated Senior Secured Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d)) is not greater than 3.50 1.50 to 1.00, 1.00 and (iv) any other Indebtedness the remaining amount available to be drawn under the Revolving Credit Facility is not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of less than $50,000,000; provided that the Borrower may use an amount not greater than the Maximum Annual Restricted Payment Amount (less any portion of Excess Cash Flow each year not required to be paid to reduce the Maximum Annual Payment Amount utilized in such fiscal year to make Investments Term Loan pursuant to Section 8.02(o2.06(d)(iv) or to make Restricted Payments pursuant to Section 8.06(e)(ii))prepay amounts outstanding under the Subordinated New Holdco Note; or
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note the Mortgage-Backed Securities, or the Subordinated Notes Indenture, (ii) any Permitted Subordinated Debt DocumentMortgage Warehousing Facility (including any Borrower Account Transfer Agreement), (iii) any Indebtedness with a stated maturity date outside the Term Loan B Maturity Datematerial lease, or (iv) any documentsthe Subordinated New Holdco Note, instruments and agreements delivered in connection with a Permitted Receivables Transaction (v) the Convertible Notes or any schedules(vi) the Tax Sharing Agreement, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support or, with respect to the Subordinated New Holdco Note, any requirement to pay interest or principal in cash, be any less favorable to the Administrative Agent or and the Lenders than the terms of such Indebtedness as of the Closing Date.
Appears in 1 contract
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Revolving Credit Maturity Date, or make any payment in violation of any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower Borrowers at its option, except except, so long as no Default (other than in the case of clause (iii) below) or Event of Default shall exist prior to or immediately thereafter, prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of (collectively, a "Prepayment") of:
(i) unsecured Indebtedness made with the proceeds of any Permitted Subordinated Debt Debt;
(ii) unsecured or secured Indebtedness made with the proceeds of (A) the Second Lien Obligations and (B) other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied Prepaid therewith, ;
(iii) unsecured the Second Lien Obligations in connection with any mandatory prepayments required pursuant to the definitive documentation for the Second Lien ObligationsTerm Loan Agreement; provided the Borrower Agent shall deliver notice of such Prepayment to the Administrative Agent substantially concurrently with any notice thereof required to be delivered to any holder of the Second Lien Obligations, or if none, substantially concurrently with the making thereof; and
(iv) any Indebtedness so long as (Athe Borrower Agent shall have delivered to the Administrative Agent, substantially concurrently with the making of such Prepayment, a certificate demonstrating that either (i) Pro Forma Availability shall beis greater than or equal to the greater of 15% of the Aggregate CommitmentsLoan Cap and $26,250,000 for each day during the 30 day period prior to such Prepayment and immediately after making such Prepayment, (Bgiving effect thereto, or (ii) if Pro Forma Availability shall not be at least 25% of the Aggregate Commitmentsis greater than or equal to 10%, but less than 15%, of the Loan Cap and $17,500,000 for each day during the 30 day period prior to such Prepayment and immediately after giving effect thereto thereto, and in the case of this clause (ii) the Consolidated Leverage Fixed Charge Coverage Ratio (calculated on a pro forma basis giving effect to such Prepayment in accordance with Sections 1.04(cSection 1.03(d)) as of the most recently ended Measurement Period shall be at least 1.00 to 1.00 and (C) the Borrower Agent shall have delivered to the Administrative Agent, substantially concurrently with the making of such Prepayment, a certificate demonstrating compliance with items (A) and (d)B) is not greater than 3.50 xxxxx.xx at least 1.00 to 1.00, and (iv) any other Indebtedness not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of the Borrower not greater than the Maximum Annual Restricted Payment Amount (less any portion of the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); or.
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenture or the Senior Notes or the Senior Notes Indenture, (ii) any other Permitted Subordinated Debt Document, (iii) the definitive documentation for or any other Indebtedness (other than the Second Lien Obligations, or (iv) any Indebtedness) with a stated maturity date outside the Term Loan B Revolving Credit Maturity Date, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing DateClosingearlier of the Third Amendment Effective Date or date of incurrence thereof, but in no event shall terms of recourse, guarantees or credit support be (ii) any less favorable Term Loan Documents except to the Administrative Agent extent such amendment, modification or change is not prohibited under the Lenders than the terms of such Indebtedness as of the Closing DateIntercreditor Agreement.
Appears in 1 contract
Prepayment of Indebtedness; Amendment to Material Agreements. (a) PrepayMake or pay, redeemdirectly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Consolidated Funded Indebtedness or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, repurchaseredemption, defease retirement, acquisition, cancellation or otherwise satisfy prior to the termination of any such Indebtedness), except:
(i) payments when due of regularly scheduled maturity thereof interest, principal payments and mandatory prepayments (other than any Indebtedness that is either subordinated to the Indebtedness hereunder or has mandatory prepayment resulting from a stated maturity date later than any “Material Supply Agreement Default” (as defined in the Term Loan B Maturity DateAgreement), unless (A) immediately before and after giving effect thereto, Total Revolving Credit Outstandings are equal to $0, and (B) no Proceeds of any ABL Priority Collateral or any Loans are used to make any payment in violation of such mandatory prepayment) on the Term Loan Debt and any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower at its option, except prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of Indebtedness (i) unsecured Indebtedness made with the proceeds of any Permitted other than Subordinated Debt Debt);
(ii) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied therewith, [intentionally omitted];
(iii) unsecured Indebtedness so long payments when due of regularly scheduled interest and principal payments on any Subordinated Debt, solely (x) if, as of the date of any such payment and after giving effect thereto Pro Forma Effect thereto, the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance Payment Conditions are satisfied with Sections 1.04(c) respect thereto, and (d)y) is not greater than 3.50 to 1.00, the extent such payments are permitted pursuant to (A) the Subordination Agreement entered into with respect to such Subordinated Debt and (B) the Term Loan Documents;
(iv) any other Indebtedness not permitted pursuant Restricted Payments, solely to the foregoing subparts extent expressly permitted by Section 8.06;
(iv) through the incurrence of Refinancing Indebtedness, solely to the extent expressly permitted by Section 8.01(r); and
(iiivi) above so long payments of secured Indebtedness that becomes due as the aggregate principal amount a result of all Indebtedness prepaid a voluntary sale or otherwise satisfied pursuant to this subpart (iv) in any fiscal year transfer permitted hereunder of the Borrower not greater than the Maximum Annual Restricted Payment Amount (less any portion of the Maximum Annual Payment Amount utilized in property securing such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); or
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenture, (ii) any Permitted Subordinated Debt Document, (iii) any Indebtedness with a stated maturity date outside the Term Loan B Maturity Date, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support be any less favorable to the Administrative Agent or the Lenders than the terms of such Indebtedness as of the Closing DateIndebtedness.
Appears in 1 contract
Prepayment of Indebtedness; Amendment to Material Agreements. (a) PrepayMake or pay, redeemdirectly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of (x) principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, repurchaseredemption, defease retirement, acquisition, cancellation or otherwise satisfy prior to the scheduled maturity thereof termination of any Indebtedness that is either subordinated to or (y) any amounts under the Indebtedness hereunder Acceptable Letter of Credit Reimbursement Agreement (as defined in the ABL Loan Agreement), including any taxes, fees, charges or has other costs or expenses, except:
(i) payments when due of regularly scheduled interest and principal payments (including mandatory prepayments arising as a stated maturity date later result of a change of control or sale of substantially all assets), other than (x) payments in respect of any Subordinated Debt prohibited by the Term Loan B Maturity Date, or make Subordination Provisions thereof and (y) any payment in violation respect of any subordination terms thereof, including in each case pursuant to any change the Acceptable Letter of control, sale of assets, issuance of any equity or otherwise Credit Reimbursement Agreement (as may be set forth defined in the terms thereof ABL Loan Agreement); 86
(ii) payments made through the incurrence of Refinancing Indebtedness; (iii) payments of secured Indebtedness that becomes due as a result of a voluntary sale or available to transfer permitted hereunder of the Borrower at its option, except prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of property securing such Indebtedness; (iiv) unsecured Indebtedness payments made solely from and substantially contemporaneously with the proceeds of the issuance of Equity Interests by the Company (other than Disqualified Equity Interests); (v) optional payment, prepayments or redemptions in respect of any Permitted Indebtedness (other than Subordinated Debt (ii) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied therewith, (iii) unsecured Indebtedness so long as after giving effect thereto the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d)) is not greater than 3.50 to 1.00, and (iv) any other Indebtedness not permitted pursuant extent contrary to the foregoing subparts (iSubordination Provisions applicable thereto) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise Payment Conditions are satisfied pursuant to this subpart (iva “Specified Debt Payment”); and (vi) in any fiscal year payments under paragraph 3 of the Borrower not greater than Acceptable Letter of Credit Reimbursement Agreement (as defined in the Maximum Annual Restricted Payment Amount (less any portion ABL Loan Agreement) after satisfaction of the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); orconditions set forth therein.
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes IndentureIndebtedness permitted under Section 8.01(b), (ii) any Permitted Subordinated Debt Documentd), (iiif), (g), (j), (l) any Indebtedness with a stated maturity date outside the Term Loan B Maturity Date, or (ivn) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related theretooutstanding on the Effective Date, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Effective Date.
(c) Amend, but modify or change in no event shall any manner any term or condition of the Senior Loan Documents, unless such modifications are expressly permitted by the terms of recoursethe Intercreditor Agreement.
(d) Amend, guarantees modify or credit support be change in any less favorable to manner any term or condition of the Acceptable Letter of Credit Reimbursement Agreement (as defined in the ABL Loan Agreement) without the prior written consent of the Administrative Agent or (acting at the Lenders than the terms of such Indebtedness as direction of the Closing DateRequired Lenders).
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Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Maturity Datemanner, or make any payment in violation of any subordination terms thereofof, Indebtedness that is subordinated to the Indebtedness hereunder (including, the Borrower’s guaranty obligations under the Subordinated New Holdco Note), including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower at its option, except prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of those prepayments that (i) unsecured Indebtedness are made in connection with the proceeds of any Permitted Subordinated Debt a refinancing thereof otherwise permitted by Section 8.03(b) or (ii) unsecured or secured Indebtedness made with after giving effect to which, as demonstrated by the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 Borrower in a certificate signed by a Responsible Officer and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect delivered to the Administrative Agent and the Lenders than the Indebtedness being prepaid Agent, no Default exists or otherwise satisfied therewithwill have occurred, (iii) unsecured Indebtedness so long as after giving effect thereto the Consolidated Senior Secured Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d)) is not greater than 3.50 1.50 to 1.00, 1.00 and (iv) any other Indebtedness the remaining amount available to be drawn under the Revolving Credit Facility is not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of less than $50,000,000; provided that the Borrower may use an amount not greater than the Maximum Annual Restricted Payment Amount (less any portion of Excess Cash Flow each year not required to be paid to reduce the Maximum Annual Payment Amount utilized in such fiscal year to make Investments Term Loan pursuant to Section 8.02(o2.06(d)(iv) or to make Restricted Payments pursuant to Section 8.06(e)(ii))prepay amounts outstanding under the Subordinated New Holdco Note; or
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenturematerial lease, (ii) any Permitted the Subordinated Debt DocumentNew Holdco Note, (iii) any Indebtedness with a stated maturity date outside the Term Loan B Maturity Date, Convertible Notes or (iv) any documentsTax Sharing Agreement, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support or, with respect to the Subordinated New Holdco Note, any requirement to pay interest or principal in cash, be any less favorable to the Administrative Agent or and the Lenders than the terms of such Indebtedness as of the Closing Date.
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