Prepayment of Indebtedness; Amendment to Material Agreements. (a) Make or pay, directly 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 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, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payments when due of regularly scheduled interest and principal payments (including mandatory prepayments arising as a result of a change of control or sale of substantially all assets), other than payments in respect of any Subordinated Debt prohibited by the Subordination Provisions thereof; (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 transfer permitted hereunder of the property securing such Indebtedness; (iv) payments made solely from and substantially contemporaneously with the proceeds of the issuance of Equity Interests by the Company (other than Disqualified Equity Interests); and (v) optional payment, prepayments or redemptions in respect of any Indebtedness (other than Subordinated Debt to the extent contrary to the Subordination Provisions applicable thereto) so long as the Payment Conditions are satisfied (a “Specified Debt Payment”). (b) Amend, modify or change in any manner any term or condition of any Indebtedness permitted under Section 8.01(b), (d), (f), (g), (j), (l) or (n) outstanding on the Closing 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. (c) Amend, modify or change in any manner any term or condition of the Term Loan Documents, unless such modifications are expressly permitted by the terms of the Intercreditor Agreement.
Appears in 1 contract
Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Make or pay, directly 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 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, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:
(i) payments when due of regularly scheduled interest and principal payments (including and mandatory prepayments arising as a result of a change of control or sale of substantially all assets)prepayments, other than (x) payments in respect of any Subordinated Debt prohibited by the Subordination Provisions thereof and (y) any regularly scheduled principal payments and mandatory prepayments in respect of the Senior Notes, unless (A) such payments are funded with Net Cash Proceeds from Dispositions of Noteholder Priority Collateral (as defined in the Intercreditor Agreement), (B) such payments are funded with Net Cash Proceeds from Dispositions of Specified Property, (C) such payments are funded with Net Cash Proceeds from any issuance of Equity Interests by the Company in the form of either (I) common equity or (II) other equity having terms reasonably acceptable to the Administrative Agent and, in the case of any such issuance of Equity Interests, not constituting Disqualified Equity Interests, (D) any such payment is due on the maturity date of such Senior Notes stated therein or as such maturity date may be stated in any Refinancing Indebtedness in respect thereof, (E) such payment occurs as a result of a Change of Control (under and as defined in the Senior Notes Agreement as in effect on the date hereof) and the Required Lenders have waived, in writing, the Event of Default hereunder as a result of any Change of Control or (F) as of the date of any such payment and after giving effect thereto, the Payment Conditions are satisfied;
(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 transfer permitted hereunder of the property securing such Indebtedness;
(iv) payments made solely from and substantially contemporaneously with the proceeds of the issuance of Equity Interests by the Company (other than Disqualified Equity Interests); and
(v) optional payment, payments or prepayments or redemptions in respect of (x) the Senior Notes, solely if (1) such payments or prepayments, as the case may be, are funded with Net Cash Proceeds from (A) Dispositions of Noteholder Priority Collateral (as defined in the Intercreditor Agreement) or receipt of any Extraordinary Insurance Receipts (as defined in the Senior Notes Agreement as in effect on the date hereof) in respect thereof, (B) Dispositions of Specified Property or receipt of any Extraordinary Insurance Receipts in respect thereof, or (C) any issuance of Equity Interests by the Company in the form of either (I) common equity or (II) other equity having terms reasonably acceptable to the Administrative Agent and, in the case of any such issuance of Equity Interests, not constituting Disqualified Equity Interests or (2) as of the date of any such payment or prepayment and after giving effect thereto, the Voluntary Payment Conditions are satisfied, and (y) any other Indebtedness (other than Subordinated Debt to the extent contrary to the Subordination Provisions applicable thereto) so long ), provided that as of the date of any such payment or prepayment and after giving effect thereto, the Voluntary Payment Conditions are satisfied (a “Specified Debt Payment”)satisfied.
(b) Amend, modify or change in any manner any term or condition of (i) any Indebtedness permitted under Section 8.01(b), (d), (f), (g), (j), (l) Senior Notes Document to the extent prohibited by the terms of the Intercreditor Agreement or (nii) outstanding on the Closing Date, in each case any other Indebtedness for borrowed money 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.
(c) Amend, modify or change in any manner any term or condition of the Term Loan Documents, unless such modifications are expressly permitted by the terms of the Intercreditor Agreement.
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Prepayment of Indebtedness; Amendment to Material Agreements. (a) Make or pay, directly 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 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, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:
(i) payments when due of regularly scheduled interest and principal payments (including mandatory prepayments arising as a result of a change of control or sale of substantially all assets), other than payments in respect of any Subordinated Debt prohibited by the Subordination Provisions thereof;
(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 transfer permitted hereunder of the property securing such Indebtedness;
(iv) payments made solely from and substantially contemporaneously with the proceeds of the issuance of Equity Interests by the Company (other than Disqualified Equity Interests); and
(v) optional payment, prepayments or redemptions in respect of any Indebtedness (other than Subordinated Debt to the extent contrary to the Subordination Provisions applicable thereto) so long as the Payment Conditions are satisfied (a “Specified Debt Payment”).
(b) Amend, modify or change in any manner any term or condition of any Indebtedness permitted under Section 8.01(b), (d), (f), (g), (j), (l) or (n) outstanding on the Closing 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, modify or change in any manner any term or condition of the Term ABL Loan Documents, unless such modifications are expressly permitted by the terms of the Intercreditor Agreement.
Appears in 1 contract
Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Make or pay, directly 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 IndebtednessIndebtedness (other than the Obligations), 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, redemption, retirement, acquisition, cancellation or termination of any IndebtednessIndebtedness (other than the Obligations), except:
(i) payments when due of regularly scheduled interest and principal payments (including and mandatory prepayments arising as a result of a change of control or sale of substantially all assets)prepayments, other than payments in respect of any Subordinated Debt prohibited by the Subordination Provisions thereof;
(ii) payments made through the incurrence of Refinancing Indebtedness with respect to such Indebtedness;
(iii) payments of secured Indebtedness that becomes due as a result of a voluntary sale or transfer permitted hereunder of the property securing such Indebtedness;
(iv) payments made solely from and substantially contemporaneously with the proceeds of the issuance of Equity Interests by the Company (other than Disqualified Equity Interests); and
(v) optional payment, payments or prepayments or redemptions in respect of (x) the Senior Notes, solely if (1) such payments or prepayments, as the case may be, are funded with Net Cash Proceeds from (A) Dispositions of Noteholder Priority Collateral (as defined in the Intercreditor Agreement) or receipt of any Extraordinary Insurance Receipts (as defined in the Senior Notes Agreement as in effect on the date hereof) in respect thereof, (B) Dispositions of Specified Property or receipt of any Extraordinary Insurance Receipts in respect thereof, or (C) any issuance of Equity Interests by the Company in the form of either (I) common equity or (II) other equity having terms reasonably acceptable to the Administrative Agent and, in the case of any such issuance of Equity Interests, not constituting Disqualified Equity Interests; or (2) as of the date of any such payment or prepayment and after giving effect thereto, the Payment Conditions are satisfied, and (y) any other Indebtedness (other than Subordinated Debt to the extent contrary to the Subordination Provisions applicable thereto) so long ), provided that as of the date of any such payment or prepayment and after giving effect thereto, the Payment Conditions are satisfied (a “Specified Debt Payment”)satisfied.
(b) Amend, modify or change in any manner any term or condition of (i) any Indebtedness permitted under Section 8.01(b), (d), (f), (g), (j), (l) Senior Notes Document to the extent prohibited by the terms of the Intercreditor Agreement or (nii) outstanding on the Closing Date, in each case any other Indebtedness for borrowed money 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.
(c) AmendMake any payment of any Earn Out Obligation in cash except to the extent that, modify or change in any manner any term or condition as of the Term Loan Documentsdate of any such payment and giving effect thereto, unless (i) no Default or Event of Default shall have occurred and be continuing, (ii) the Company shall be in compliance with the financial covenants set forth in Section 8.12 on a Pro Forma Basis (looking back in each case for a period of four completed fiscal quarters as if the payment occurred on the first day of such modifications are expressly permitted period and after giving effect to the payment, and calculated using the required covenant compliance level for the next succeeding covenant test date) and (iii) if such Earn Out Obligation constitutes Subordinated Debt, such payment is not prohibited by the terms of the Intercreditor AgreementSubordination Provisions thereof.
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Prepayment of Indebtedness; Amendment to Material Agreements. (a) Make or pay, directly 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 Indebtedness, 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, redemption, retirement, acquisition, cancellation or termination of any such Indebtedness), except:
(i) payments when due of regularly scheduled interest and principal payments (including mandatory prepayments arising as a result of a change of control or sale of substantially all assets)on any Indebtedness, other than (x) payments in respect of any Subordinated Debt prohibited by the Subordination Provisions Debt, and (y) any Indebtedness owed to any Loan Party or Subsidiary or Affiliate thereof;
(ii) (A) payments made through when due of regularly scheduled interest and principal payments on any Subordinated Debt, solely to the incurrence extent permitted by the Subordination Agreement entered into with respect thereto, (B) Permitted Earn-out Payments, and (C) solely if, as of the date of any such payment and after giving Pro Forma Effect thereto no Event of Default has occurred and is continuing, prepayments in respect of any Indebtedness due to any Borrower evidenced by the Master Intercompany Note (but only to the extent any such prepayment is in accordance with the terms of the Master Intercompany Note);
(iii) Refinancing Indebtedness;
(iiiiv) payments of secured Indebtedness that becomes due as a result of a voluntary sale or transfer permitted hereunder of the property securing such Indebtedness;
(ivv) payments made solely from and substantially contemporaneously with the proceeds of the issuance of Equity Interests by the Company Holdings (other than Disqualified Equity Interests); and
(vvi) optional paymentsolely if, prepayments or redemptions in respect as of the date of any Indebtedness (other than Subordinated Debt to the extent contrary to the Subordination Provisions applicable such prepayment and after giving Pro Forma Effect thereto) so long as , the Payment Conditions are satisfied with respect thereto, mandatory or optional prepayments on any Indebtedness, other than (a “Specified A) any Indebtedness consisting of (x) Subordinated Debt Payment”(other than obligations owing to any Borrower under any Master Intercompany Note, but only to the extent any such prepayment is made in accordance with the terms of such Master Intercompany Note), or (y) owed to any Loan Party or Subsidiary or Affiliate thereof (other than obligations owing to any Borrower under the Master Intercompany Note, but only to the extent any such prepayment is in accordance with the terms of the Master Intercompany Note) or (B) in connection with the Specialty Disposition.
(b) Amend, modify or change in any manner any term or condition of any Subordinated Debt Documents, except to the extent permitted by the applicable Subordination Agreement.
(c) Amend, modify or change in any manner any term or condition of (i) any Material Contract or (ii) any Indebtedness permitted under Section 8.01(b), (dc), (fe), (g), (jh), (l) ), or (n) outstanding on the Closing 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.
(c) Amend, modify or change in any manner any term or condition of the Term Loan Documents, unless such modifications are expressly permitted by the terms of the Intercreditor Agreement.
Appears in 1 contract
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Make or pay, directly 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 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, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:
(i) payments when due of regularly scheduled interest and principal payments (including mandatory prepayments arising as a result of a change of control or sale of substantially all assets), other than payments in respect of any Subordinated Debt prohibited by the Subordination Provisions thereof;
; (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 transfer permitted hereunder of the property securing such Indebtedness;
; (iv) payments made solely from and substantially contemporaneously with the proceeds of the issuance of Equity Interests by the Company (other than Disqualified Equity Interests); and
and (v) optional payment, prepayments or redemptions in respect of any Indebtedness (other than Subordinated Debt to the extent contrary to the Subordination Provisions applicable thereto) so long ), as well as mandatory payments of preferred stock dividends to the Payment Conditions are satisfied (a “Specified Debt Payment”).extent the preferred
(b) Amend, modify or change in any manner any term or condition of any Indebtedness permitted under Section 8.01(b), (d), (f), (g), (j), (l) or (n) outstanding on the Closing 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.
(c) Amend, modify or change in any manner any term or condition of the Term Loan Documents, unless such modifications are expressly permitted by the terms of the Intercreditor Agreement.
Appears in 1 contract
Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)
