Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Jw Childs Equity Partners Ii Lp), Credit Agreement (Signal Medical Services)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if If any Default or Event of Default has occurred and is continuing exists or would be directly or indirectly caused as a result thereoftherefrom, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party Subordinated Debt if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Partyany Loan Party or any Restricted Subsidiary, or shorten the final maturity or average life Weighted Average Life to maturity Maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that, no amendment or modification may be made to the terms of any Indebtedness incurred pursuant to Section 8.03(f) or (iio) except for if, as a result of such amendment or modification, the exchange of the Subordinated Notes for (Aamended or modified Indebtedness would not be permitted to be incurred pursuant to Section 8.03(f) the Subordinated Remarketed Notes or (Bo).
(b) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) Make any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of of, any other Subordinated Debt, except (i) the refinancing thereof with any Indebtedness of (to the extent such Consolidated PartyIndebtedness constitutes a Permitted Refinancing), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (bii) amend the conversion or modify any of the terms exchange of any Subordinated Indebtedness if such amendment Debt to or modification would add for Equity Interests (other than Disqualified Capital Stock) of the Parent, (iii) the prepayment of Subordinated Debt of the Company or change any terms in a manner adverse Restricted Subsidiary to the Consolidated PartiesCompany or any Restricted Subsidiary, or shorten subject to the final maturity or average life subordination provisions applicable to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereofsuch Indebtedness, (civ) make interest payments (including payment of accrued interest repayments, redemptions, purchases, defeasances and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness Debt prior to the scheduled maturity thereof in violation an aggregate amount not to exceed the Available Amount at such time; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) solely to the extent such payments are made in reliance on clause (a) of the subordination provisions definition of “Available Amount”, the documents evidencing Consolidated Net Secured Leverage Ratio (calculated on a Pro Forma Basis) is less than or governing such Subordinated Indebtedness or (d) except for equal to 4.00:1.00, and the exchange of Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities Loan Parties are in compliance with the trustee with respect thereto before due for the purpose requirements of paying when duethis clause (y), refund, refinance or exchange of any Subordinated Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (SS&C Technologies Holdings Inc), Credit Agreement (SS&C Technologies Holdings Inc)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of any Indebtedness existing on the Closing Date of such Consolidated Party the Borrower or any Subsidiary (excluding Indebtedness arising under the Loan Documents) if such amendment or modification would (i) add or change any terms in a manner materially adverse to such Consolidated Party, the Borrower or any Subsidiary or (ii) shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or .
(iib) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or payment, prepayment, redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of (i) any other Indebtedness of the Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents) or (ii) the Existing Preferred Stock. For the purposes of clarification, this Section 8.13(b) shall not prohibit any such Consolidated Partyvoluntary or optional payment, prepayment, redemption or acquisition for value of, refund, refinance or exchange of the Warrants and/or Warrant Shares.
(bc) amend Amend or modify any of the terms of any Subordinated Indebtedness the Securities Purchase Agreement, the Warrants, the Warrant Shares, the Entocort® EC Distribution Agreement and/or the 1996 License Agreement, in each case if such amendment or modification would add or change any terms in a manner materially adverse to the Consolidated PartiesBorrower, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) Subsidiary or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated IndebtednessLender.
Appears in 2 contracts
Samples: Credit Agreement (Prometheus Laboratories Inc), Credit Agreement (Prometheus Laboratories Inc)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of any Indebtedness of any Loan Party or any Subsidiary other than:
(i) Indebtedness arising under the Loan Documents;
(ii) Indebtedness arising under any Swap Contract between any Loan Party and any Swap Bank; and
(iii) a voluntary or optional prepayment of the Convertible Notes prior to the due date thereof so long as before and after giving effect to any such prepayment, no Default or Event of Default has shall have occurred and is continuing be continuing;
(iv) Permitted Refinancing Indebtedness permitted by Section 8.03; and
(v) any optional or voluntary prepayment of Indebtedness (other than the Subordinated Indebtedness, excluding the Convertible Notes) not to exceed $5,000,000 in the aggregate from the Closing Date so long as no Default exists or would be directly result therefrom.
(b) Amend, modify or indirectly caused as a result thereof, (i) amend or modify change any of the terms of the Convertible Notes, the Convertible Notes Indenture, any Subordinated Indebtedness Documents or any Subordinated Indebtedness (other than the conversion of such Consolidated Party the Convertible Notes into cash, common Equity Interests of the Borrower and associated rights or securities convertible into common Equity Interests of the Borrower pursuant to the terms of the Convertible Notes Documents) if such amendment amendment, modification or modification change would add add, modify or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation interests of the subordination provisions of the documents evidencing Loan Parties or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated IndebtednessLenders.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Providence Service Corp)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit Permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party (other than Indebtedness under the Loan Documents) if such amendment or modification would add or change any terms in a manner materially adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary voluntary, optional or optional payment or prepayment or redemption or other non-scheduled payment, prepayment, redemption, acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated PartyParty (other than Indebtedness under the Loan Documents) (in each case, whether or not mandatory), (b) amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make principal or interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness thereof, or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (Genesco Inc)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of any Subordinated Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Partythe Borrower or any Subsidiary (including, without limitation, any amendment or shorten modification that shortens the final maturity or average life to maturity or require requires any payment to be made sooner than originally scheduled or increase increases the interest rate applicable thereto, or ).
(iib) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make Make (or give any notice with respect thereto) any voluntary optional, mandatory or optional payment or prepayment or redemption or other non-scheduled prepayment, redemption, acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any (other Indebtedness of such Consolidated Party, (b) amend or modify any than an exchange of the terms Senior Subordinated Notes for substantially similar unsecured senior notes that have been registered under the Securities Act) of any Subordinated Indebtedness if such amendment Indebtedness; provided, that so long as no Default exists or modification would add or change any terms in a manner adverse to the Consolidated Partiesresult after giving effect thereto, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) Holdings or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except its Subsidiaries may prepay, redeem, acquire for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due)value, refund, refinance or exchange any Subordinated Indebtedness in an aggregate amount not to exceed (x) $15,000,000 to the extent that the Senior Leverage Ratio at the time of such prepayment, redemption, acquisition, refund, refinancing or exchange is less than or equal to 2.50:1.00 but greater than 2.00:1.00, (y) $25,000,000 to the extent that the Senior Leverage Ratio at the time of such prepayment, redemption, acquisition, refund, refinancing or exchange is less than or equal to 2.00:1.00 but greater than 1.50:1.00, and (z) $50,000,000 to the extent that the Senior Leverage Ratio at the time of such prepayment, redemption, acquisition, refund, refinancing or exchange is less than or equal to 1.50:1.00.
(c) Make any principal, interest or other payment on any Subordinated Indebtedness in contravention of any subordination agreement applicable thereto (provided that the Borrower and its Subsidiaries may make regularly scheduled principal and interest payments on Subordinated Indebtedness, including payment on maturity or conversion of convertible indebtedness, to the extent such payments are not prohibited by any subordination agreement applicable thereto).
Appears in 1 contract
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of any Indebtedness (including without limitation the documentation governing any Permitted Subordinated Indebtedness) of any Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents, any Swap Contract permitted under Section 8.03(d) and intercompany Indebtedness permitted under Section 8.03) if (i) the terms of such Consolidated Party amendment or modification would not be permitted under Section 8.03 in the documentation of such Indebtedness if incurred on the date of such amendment or modification and (ii) such amendment or modification would add or change any terms in a manner materially adverse to such Consolidated Partythe Lenders, any Borrower or shorten any Subsidiary, including but not limited to shortening the final maturity or average life to maturity or require maturity, requiring any payment to be made sooner than originally scheduled or increase increasing the interest rate applicable thereto, or .
(iib) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make Make (or give any notice with respect thereto) any voluntary or optional payment (including, without limitation, any payment of cash for any securities surrendered to any Borrower or prepayment or any Subsidiary for conversion), prepayment, redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), ) or any voluntary or optional refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (bincluding without limitation the documentation governing any Permitted Subordinated Indebtedness) amend or modify any of the terms of any Subordinated Borrower or any Subsidiary (other than Indebtedness if such amendment or modification would add or change arising under the Loan Documents, any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (cSwap Contracts permitted under Section 8.03(d) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated intercompany Indebtedness permitted under Section 8.03); provided, however, notwithstanding anything in this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant Agreement to the registration rights agreement attached contrary, so long as an exhibit to no Default or Event of Default shall have occurred and be continuing or would occur as a result therefrom, the Subordinated Note Purchase AgreementCompany and each Subsidiary may prepay (including, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of redemption or by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) (and provide any notice with respect to any such prepayment) any or all Indebtedness (or pay cash for any securities surrendered to the Company or such Subsidiary for conversion) including any or all Indebtedness under the Senior Notes, the Senior Note Indenture and the documentation governing any Permitted Subordinated Indebtedness. Notwithstanding the foregoing, the Company or any Subsidiary may purchase any or all of its Indebtedness under the documents governing any Permitted Subordinated Indebtedness so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result therefrom.
(c) Amend or modify any of the terms of the Underwriting Agreement or the Indemnity Agreement (as defined in the Underwriting Agreement) if any such amendment or modification would add or change any terms in a manner materially adverse to the Lenders or the Indemnitors (as defined in the Intercreditor Agreement)Company or relevant Subsidiary; provided that this Section 8.12(c) shall not prohibit any issuance of Bonds (as defined in the Underwriting Agreement), refund, refinance the joinder of or exchange other change in any parties to the Surety Credit Documents in accordance with their terms or any amendments or modifications which do not require the consent of any Subordinated IndebtednessLoan Party or Subsidiary.
(d) Amend or modify any of the terms of the Senior Note Indenture if any such amendment or modification would add or change any terms in a manner materially adverse to the Lenders; provided that this Section 8.12(d) shall not prohibit any issuance of the Senior Notes, the joinder of or other change in any parties to the Senior Note Indenture or the Senior Notes in accordance with their terms or any amendments or modifications which do not require the consent of any Loan Party or Subsidiary.
Appears in 1 contract
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if If any Default or Event of Default has occurred and is continuing exists or would be directly or indirectly caused as a result thereoftherefrom, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party Subordinated Debt if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Partyany Loan Party or any Restricted Subsidiary, or shorten the final maturity or average life Weighted Average Life to maturity Maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that, no amendment or modification may be made to the terms of any Indebtedness incurred pursuant to Section 8.03(f) or (iio) except for if, as a result of such amendment or modification, the exchange of the Subordinated Notes for (Aamended or modified Indebtedness would not be permitted to be incurred pursuant to Section 8.03(f) the Subordinated Remarketed Notes or (Bo).
(b) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) Make any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of of, any other Subordinated Debt, except (i) the refinancing thereof with any Indebtedness of (to the extent such Consolidated PartyIndebtedness constitutes a Permitted Refinancing), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (bii) amend the conversion or modify any of the terms exchange of any Subordinated Indebtedness if such amendment Debt to or modification would add for Equity Interests (other than Disqualified Capital Stock) of the Parent, (iii) the prepayment of Subordinated Debt of the Company or change any terms in a manner adverse Restricted Subsidiary to the Consolidated PartiesCompany or any Restricted Subsidiary, or shorten subject to the final maturity or average life subordination provisions applicable to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereofsuch Indebtedness, (civ) make interest payments (including payment of accrued interest repayments, redemptions, purchases, defeasances and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness Debt prior to the scheduled maturity thereof in violation an aggregate amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such repayments, redemptions, purchases, defeasances and other payments; provided that (x) no Default has occurred and is continuing or would result therefrom and (y) solely to the extent such payments, prepayments or redemptions are made in reliance on clause (a) of the subordination provisions definition of “Available Amount”, both before and after giving effect to such payments, prepayments or redemptions, the documents evidencing Consolidated Net Leverage Ratio (calculated on a Pro Forma Basis) is less than or governing such Subordinated Indebtedness or (d) except for equal to 5.00:1.00, and the exchange of Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities Loan Parties are in compliance with the trustee with respect thereto before due for the purpose requirements of paying when duethis clause (y), refund, refinance or exchange of any Subordinated Indebtedness.
Appears in 1 contract
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of the Medium Term Notes Documents, the 2003 Senior Notes Documents, the 2006 Senior Notes Documents, the 2006 Senior Subordinated Notes Documents or any other documentation governing Indebtedness of such Consolidated Party the Borrowers or any Subsidiary (other than Indebtedness arising under the Loan Documents) if such amendment or modification would (i) add or change any terms in a manner adverse to such Consolidated Party, Borrower or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, Subsidiary or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes add or (B) notes with identical change any terms as the Subordinated Remarketed Notes registered pursuant in a manner adverse to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make Lenders.
(b) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of the 2003 Senior Notes, the 2006 Senior Notes, the 2006 Senior Subordinated Notes, the RPU Preferred Stock or any other Indebtedness of the Borrowers or any Subsidiary (other than Indebtedness arising under the Loan Documents), it being understood and agreed however that (i) the Medium Term Notes shall be prepaid in full within forty (40) days of the Closing Date and (ii) the Series D Notes permitted by Section 8.03(j) and the payable-in-kind note made by GGC (and assumed by Vinyls) in favor of Praxair, Inc. in an aggregate principal amount outstanding not to exceed $12,300,000 may be prepaid at any time.
(i) Accept or permit to be made any principal payment on the Holdco Loan; provided, however, prepayments may be made by Holdco, and accepted by GGC, on the Holdco Loan provided that after giving effect to any such Consolidated Partyprepayment the U.S. Dollar Equivalent of the principal amount outstanding under the Holdco Loan equals or exceeds the sum of (A) the principal amount of the Term Loan then outstanding and (B) the Aggregate Domestic Revolving Commitments then in effect, (bii) amend or modify the Holdco Note or any Intercompany Security Document or (iii) assign, or consent to any assignment by Holdco or any Canadian Subsidiary, of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) Holdco Note or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or Intercompany Security Document.
(d) except for the exchange of the Subordinated Notes for The Canadian Borrower shall not require (Aor otherwise cause) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepaymentpurchase, redemption, acquisition for value defeasance or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange payment of any Subordinated Indebtednesskind by RPU of the RPU Preferred Stock during the term of this Agreement.
Appears in 1 contract
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of the Subordinated Indebtedness, the Senior Subordinated Notes Documents or the Additional Subordinated Indebtedness if any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Partythe Parent or any Subsidiary or the Lenders, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or .
(iib) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of the Subordinated Indebtedness, the Senior Subordinated Notes or the Additional Subordinated Indebtedness.
(c) (i) Make or offer to make any other Indebtedness of such Consolidated Partyprincipal payments with respect to the Subordinated Indebtedness, the Senior Subordinated Notes or the Additional Subordinated Indebtedness, (bii) amend redeem or modify offer to redeem any of the terms of any Subordinated Indebtedness if such amendment Indebtedness, the Senior Subordinated Notes or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Additional Subordinated Indebtedness or (diii) except for the exchange of deposit any funds intended to discharge the Subordinated Notes for (A) Indebtedness, the Senior Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Additional Subordinated Indebtedness.
(d) Accept or permit to be made any principal payment on (i) the intercompany loan made by the Borrower to Lovelace in accordance with the terms hereof or (ii) any other intercxxxxxx xoan made to an HMO Subsidiary in accordance with the terms of Section 7.12(a)(iii) and Section 8.02(g)(ii).
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Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit Permit any Consolidated Party to Party:
(a) if any Default or Event of Default has occurred and or is continuing or would be directly or indirectly caused as a result thereofcontinuing, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment of any Subordinated Indebtedness, or make (or give any notice with respect thereto) any other repayment, redemption or acquisition for value of or defeasance (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Partywith respect thereto, and
(b) if any Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, after the issuance thereof, to (i) amend or modify any of the terms of any Subordinated Indebtedness of such Person (other than Indebtedness arising under the Loan Documents but including the Convertible Senior Debentures and any Refinancing Indebtedness) if such amendment or modification would add or change any terms in a manner adverse in any material respect to such Person or to the Consolidated PartiesLenders, or (ii) shorten the final maturity or average life to maturity thereof or require any payment thereon to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereofthereto, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (diii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepaymentprepayment thereof, redemptionor make (or give any notice with respect thereto) any other voluntary or optional repayment, redemption or acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due, but excluding any payment in the form of Capital Stock of the Borrower), refund, refinance or exchange with respect thereto; provided, however, with respect to the Convertible Senior Debentures, in the event the related payment is financed by the Borrower using the proceeds of additional Indebtedness (other than Indebtedness under this Agreement) (the “Refinancing Indebtedness”), such Refinancing Indebtedness shall not (i) have a maturity date (which, for the purposes hereof in the case of any Subordinated IndebtednessBack-Stopped Bridge Facility, shall be the maturity date of any rollover or other extension financing specified with respect thereto) that occurs on or before the date that is six months after the Maturity Date, (ii) require any payment thereon to be made sooner than originally scheduled under the Convertible Senior Debentures, as applicable, or (iii) have terms that are more adverse in any material respect to the Borrower or to the Lenders than this Agreement.
Appears in 1 contract
Samples: Credit Agreement (DST Systems Inc)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit Permit any Consolidated Party (x) to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary tender offer for the Series A Debentures, or optional payment make (or prepayment or give any notice with respect thereto) any redemption or acquisition for value of or defeasance (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, with respect thereto and (bii) amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepaymentprepayment of any Subordinated Indebtedness, redemption, or make (or give any notice with respect thereto) any redemption or acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange with respect thereto, and (y) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, after the issuance thereof, to (a) amend or modify any of the terms of any Subordinated IndebtednessIndebtedness of such Person (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner adverse in any material respect to such Person or to the Lenders, or (b) shorten the final maturity or average life to maturity thereof or require any payment thereon to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (c) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereof, or make (or give any notice with respect thereto) any redemption or acquisition for value or defeasance (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (DST Systems Inc)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of any Subordinated Seller Financing Indebtedness or any of such Consolidated Party the Convertible Notes or any indenture governing the Convertible Notes if such amendment or modification would add or change any terms in a manner materially adverse to such Consolidated Partythe Borrower or any Subsidiary (including, without limitation, any amendment or modification that would shorten the final maturity or average life to maturity of the Convertible Notes or require any payment thereon to be made sooner than originally scheduled or increase the interest rate applicable thereto, );
(b) Amend or (ii) except for the exchange modify any of the subordination provisions of any Subordinated Seller Financing Indebtedness or any of the Convertible Note Documents;
(c) Make any payments of principal or interest in respect of any Subordinated Seller Financing Indebtedness or any of the Convertible Notes for in contravention of the subordination provisions thereof;
(Ad) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption payment, prepayment, redemption, defeasance or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of any other Indebtedness of such Consolidated Partyof, (b) amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, Seller Financing Indebtedness; or
(ce) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make Make (or give any notice with respect thereto) any voluntary or optional payment or payment, prepayment, redemption, defeasance or acquisition for value or defeasance of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of, any Convertible Notes other than:
(i) (A) regularly scheduled payments of interest on the Convertible Notes, (B) payments of additional interest thereon by reason of any Subordinated Indebtednessfailure by the Borrower to file a registration statement with respect to, or register, the Convertible Notes and the shares of Capital Stock of the Borrower underlying the Convertible Notes in accordance with the terms of the Convertible Note Documents, and (C) so long as no Event of Default shall then exist, if elected by the Borrower, payments of additional interest thereon in respect of any failure by the Borrower to file with the SEC or the trustee under the indenture governing the Convertible Notes documents or reports required to be filed by the Borrower with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or to furnish to holders of the Convertible Notes or shares of the Capital Stock of the Borrower issued upon conversion thereof certain information required to be delivered pursuant to Rule 144A under the Securities Act of 1933, as amended, in accordance with the terms of the Convertible Notes Documents, in each of the foregoing cases (A), (B) and (C) whether in cash or Capital Stock of the Borrower;
(ii) payments made in Capital Stock of the Borrower in connection with the exercise of any conversion rights by the holders of the Convertible Notes; and
(iii) the conversion into cash of the outstanding principal amount (or any portion thereof) of any Convertible Notes (including any election by the Borrower to pay cash with respect thereto) and the payment of cash in lieu of the issuance of fractional shares upon the conversion of any Convertible Notes (or any portion thereof) so long as (A) no Event of Default shall then exist and (B) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower demonstrating that, upon giving effect to such conversion or payment (and the incurrence of any Funded Indebtedness in connection therewith) on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter end for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b).
2.22 In Section 9.01 the “.” at the end of clause (l) is replaced with “; or”, and a new clause (m) is added thereto to read as follows:
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Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of any Indebtedness of any Loan Party or any Subsidiary other than:
(i) Indebtedness arising under the Loan Documents;
(ii) Indebtedness arising under any Swap Contract between any Loan Party and any Swap Bank; and
(iii) a voluntary or optional prepayment of the Convertible Notes prior to the due date thereof so long as (A) before and after giving effect to any such prepayment, no Default or Event of Default has shall have occurred and be continuing, (B) prior to any such prepayment, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to any such prepayment the Borrower is continuing in compliance with Section 8.11 on a Pro Forma Basis and (C) after giving effect to any such prepayment, the Borrower has unrestricted cash and availability under the Aggregate Revolving Commitments in an aggregate amount of not less than $30,000,000;
(iv) Permitted Refinancing Indebtedness permitted by Section 8.03; and
(v) any optional or voluntary prepayment of Indebtedness (other than the Subordinated Indebtedness, including without limitation the Convertible Notes) not to exceed $5,000,000 in the aggregate from the Closing Date so long as no Default exists or would be directly result therefrom.
(b) Amend, modify or indirectly caused as a result thereof, (i) amend or modify change any of the terms of the Convertible Notes, the Convertible Notes Indenture, any Subordinated Indebtedness Documents or any Subordinated Indebtedness (other than the conversion of such Consolidated Party the Convertible Notes into cash, common Equity Interests of the Borrower and associated rights or securities convertible into common Equity Interests of the Borrower pursuant to the terms of the Convertible Notes Documents) if such amendment amendment, modification or modification change would add add, modify or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation interests of the subordination provisions of the documents evidencing Loan Parties or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated IndebtednessLenders.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Providence Service Corp)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend Amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Consolidated PartiesBorrower or any Subsidiary (including, without limitation, any amendment or shorten modification that shortens the final maturity or average life to maturity thereof or require requires any payment to be made sooner than originally scheduled or increase increases the interest rate applicable thereto or change any subordination provision thereof, thereto).
(cb) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make Make (or give any notice with respect thereto) any voluntary optional, mandatory or optional payment or other non-scheduled prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness; provided, that so long as no Default exists or would result after giving effect thereto, Holdings or any of its Subsidiaries may prepay, redeem, acquire for value, refund, refinance or exchange any Subordinated Indebtedness in an aggregate amount not to exceed (x) $15,000,000 to the extent that the Senior Leverage Ratio at the time of such prepayment, redemption, acquisition, refund, refinancing or exchange is less than or equal to 2.50:1.00 but greater than 2.00:1.00, (y) $25,000,000 to the extent that the Senior Leverage Ratio at the time of such prepayment, redemption, acquisition, refund, refinancing or exchange is less than or equal to 2.00:1.00 but greater than 1.50:1.00, and (z) $50,000,000 to the extent that the Senior Leverage Ratio at the time of such prepayment, redemption, acquisition, refund, refinancing or exchange is less than or equal to 1.50:1.00.
(c) Make any principal, interest or other payment on any Subordinated Indebtedness in contravention of any subordination agreement applicable thereto (provided that the Borrower and its Subsidiaries may make regularly scheduled principal and interest payments on Subordinated Indebtedness, including payment on maturity or conversion of convertible indebtedness, to the extent such payments are not prohibited by any subordination agreement applicable thereto).
Appears in 1 contract
Samples: Credit Agreement (Ipayment Inc)
Prepayment of Other Indebtedness, Etc. The Credit Parties Borrower will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) ), or permit any Subsidiary to make (or give notice with respect thereto), any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness, including without limitation Indebtedness under the Senior Note Documents except Indebtedness under the Loan Documents and intercompany debt owed to any Loan Party; provided, however, that the Borrower may (a) prepay Indebtedness of the Loan Parties secured by real property and set forth on Schedule 8.12 so long as (i) after giving effect to such Consolidated Partyprepayment on a Pro Forma Basis, the Borrower does not have any Loans or other amounts outstanding hereunder, (ii) once such Indebtedness is prepaid in full, the Liens on such real property shall be terminated, and the Borrower shall provide evidence of such termination to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and (iii) no Default or Event of Default shall have occurred and be continuing before or after giving effect to such prepayment, (b) amend refinance Indebtedness under the Senior Note Documents in accordance with Section 8.12(b)(ii) so long as no Default or modify any Event of the terms of any Subordinated Indebtedness if such amendment Default shall have occurred and be continuing before or modification would add or change any terms in a manner adverse after giving effect to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, refinancing of such Indebtedness and (c) make interest payments repurchase Indebtedness under the Senior Note Documents in an amount not to exceed $20,000,000 in any fiscal year so long as (including payment i) after giving effect to such repurchase on a Pro Forma Basis, the Borrower does not have any Loans or other amounts outstanding hereunder and (ii) no Default or Event of accrued interest Default shall have occurred and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) be continuing before or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing after giving effect to such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtednessrepurchase.
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Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of any Indebtedness (including without limitation the documentation governing any Permitted Subordinated Indebtedness) of any Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents, any Swap Contract permitted under Section 8.03(d) and intercompany Indebtedness permitted under Section 8.03) if (i) the terms of such Consolidated Party amendment or modification would not be permitted under Section 8.03 in the documentation of such Indebtedness if incurred on the date of such amendment or modification and (ii) such amendment or modification would add or change any terms in a manner materially adverse to such Consolidated Partythe Lenders, any Borrower or shorten any Subsidiary, including but not limited to shortening the final maturity or average life to maturity or require maturity, requiring any payment to be made sooner than originally scheduled or increase increasing the interest rate applicable thereto, or .
(iib) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make Make (or give any notice with respect thereto) any voluntary or optional payment (including, without limitation, any payment of cash for any securities surrendered to any Borrower or prepayment or any Subsidiary for conversion), prepayment, redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), ) or any voluntary or optional refund, refinance or exchange of any Indebtedness (including without limitation the documentation governing any Permitted Subordinated Indebtedness) of any Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents, any Swap Contracts permitted under Section 8.03(d) and intercompany Indebtedness permitted under Section 8.03); provided, however, notwithstanding anything in this Agreement to the contrary, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result therefrom, the Company and each Subsidiary may prepay (including, without limitation, by way of redemption) (and provide any notice with respect to any such Consolidated Partyprepayment) any or all Indebtedness (or pay cash for any securities surrendered to the Company or such Subsidiary for conversion) including any or all Indebtedness under the documentation governing any Permitted Subordinated Indebtedness. Notwithstanding the foregoing, the Company or any Subsidiary may purchase any or all of its Indebtedness under the documents governing any Permitted Subordinated Indebtedness so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result therefrom.
(bc) amend Amend or modify any of the terms of the Underwriting Agreement or the Indemnity Agreement (as defined in the Underwriting Agreement) if any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Consolidated PartiesLenders or the Indemnitors (as defined in the Intercreditor Agreement); provided that this Section 8.12(c) shall not prohibit any issuance of Bonds (as defined in the Underwriting Agreement), the joinder of or shorten other change in any parties to the final maturity Surety Credit Documents in accordance with their terms or average life to maturity thereof any amendments or modifications which do not require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption consent of any Subordinated Indebtedness permitted under this Section 8.8) Loan Party or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated IndebtednessSubsidiary.
Appears in 1 contract
Prepayment of Other Indebtedness, Etc. The Credit Parties Borrower will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) ), or permit any Subsidiary to make (or give notice with respect thereto), any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness, including without limitation Indebtedness under the Senior Note Purchase Agreement, the Senior Notes and/or the 2012 Senior Note Documents except Indebtedness under the Loan Documents and intercompany debt owed to any Loan Party; provided, however, that the Borrower may (a) prepay Indebtedness under the Senior Note Purchase Agreement and/or the Senior Notes so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect to the prepayment of such Consolidated PartyIndebtedness, (b) amend or modify any prepay Indebtedness of the terms Loan Parties assumed in connection with a Permitted Acquisition so long as no Default or Event of any Subordinated Indebtedness if such amendment Default shall have occurred and be continuing before or modification would add or change any terms in a manner adverse after giving effect to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereofprepayment of such Indebtedness, (c) make interest payments (including payment refinance Indebtedness under the 2012 Senior Note Documents in accordance with Section 8.12(b)(ii) so long as no Default or Event of accrued interest Default shall have occurred and premiumbe continuing before or after giving effect to the refinancing of such Indebtedness, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange prepay Indebtedness of the Subordinated Loan Parties described under Item 7 (and the attached spreadsheet) of Schedule 8.12, so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect to the prepayment of such Indebtedness and (e) prepay Indebtedness under the 2012 Senior Notes for in an aggregate amount not to exceed $15,000,000 in any fiscal year; so long as (Aw) no Default or Event of Default shall have occurred and be continuing before or after giving effect to any such prepayment, (x) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant Adjusted Total Debt to the registration rights agreement attached as an exhibit EBITDAR Ratio on a Pro Forma Basis after giving effect to the Subordinated Note Purchase Agreement, make any such prepayment is at least 0.25:1.0 less than (or give one quarter-turn inside) the maximum Adjusted Total Debt to EBITDAR Ratio permitted by Section 7.2 at such time, (y) the Borrower has at least $25,000,000 of availability under the Aggregate Revolving Commitments after giving effect to any notice with respect theretosuch prepayment and (z) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with no Loans nor the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange proceeds of any Subordinated IndebtednessBorrowing or other credit extension hereunder shall be used to make any such prepayment.
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Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if If any Default or Event of Default has occurred and is continuing exists or would be directly or indirectly caused as a result thereoftherefrom, (i) amend or modify any of the terms of any Junior Lien Indebtedness of such Consolidated Party or Subordinated Debt if such amendment or modification would add or change any terms in a manner materially adverse to such Consolidated Partyany Loan Party or any Restricted Subsidiary, or shorten the final maturity or average life Weighted Average Life to maturity Maturity or require any principal payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that, no amendment or modification may be made to the terms of any Indebtedness incurred pursuant to Section 8.03(f), (g), (o) or (iip) except for if, as a result of such amendment or modification, the exchange of the Subordinated Notes for amended or modified Indebtedness would not be permitted to be incurred pursuant to Section 8.03(f), (Ag), (o) the Subordinated Remarketed Notes or (Bp).
(b) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) Make any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend or modify any each of the terms foregoing herein referred to as a “Prepayment”) of, any Junior Lien Indebtedness or Subordinated Debt (which, for the avoidance of doubt, shall not include any intercompany Indebtedness and/or intercompany Investments not prohibited hereby), except:
(i) the Prepayment of Junior Lien Indebtedness or Subordinated Indebtedness if such amendment Debt of the Parent or modification would add any Restricted Subsidiary to the Parent or change any terms in a manner adverse Restricted Subsidiary, subject to the Consolidated PartiesNet Leverage Ratio (calculated on a Pro Forma Basis) being equal to or less than 2.50:1.00,
(ii) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), or shorten to the final maturity or average life extent not required to maturity prepay any Loans pursuant to Section 2.05(b),
(iii) the Prepayment thereof or require with any payment Indebtedness permitted to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, incurred under Section 8.03,
(c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (Aiv) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance conversion or exchange of any Junior Lien Indebtedness or Subordinated Debt to or for Equity Interests (other than Disqualified Capital Stock) of the Parent and the payment of cash for fractional shares in connection with any such conversion or exchange,
(v) the Prepayment of Junior Lien Indebtedness or Subordinated Debt of the Parent or any Restricted Subsidiary to the Parent or any Restricted Subsidiary, subject to the subordination provisions applicable to any such Indebtedness (or liens securing such Indebtedness),
(vi) Prepayments in respect of Junior Lien Indebtedness and Subordinated Debt prior to the scheduled maturity thereof in an aggregate amount not to exceed the Available Amount at such time; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) solely to the extent such payments are made in reliance on the definition of “Available Amount”, the Consolidated Net Leverage Ratio (calculated on a Pro Forma Basis) is less than or equal to 2.75:1.00, and the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that the Loan Parties are in compliance with the requirements of this clause (y); and
(vii) the Prepayment of Junior Lien Indebtedness and/or Subordinated Debt of the Parent or any Restricted Subsidiary, in an aggregate amount not to exceed the greater of $50,000,000 and 3.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period. Notwithstanding anything to the contrary in any Loan Document, the Company shall be permitted to enter into transactions with Affiliates and to make Investments, Restricted Payments and Prepayments necessary to effect the Closing Date Refinancing.
Appears in 1 contract
Samples: Credit Agreement (Coherent Inc)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if If any Default or Event of Default has occurred and is continuing exists or would be directly or indirectly caused as a result thereoftherefrom, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party Subordinated Debt if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Partyany Loan Party or any Restricted Subsidiary, or shorten the final maturity or average life Weighted Average Life to maturity Maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that, no amendment or modification may be made to the terms of any Indebtedness incurred pursuant to Section 8.03(f) or (iio) except for if, as a result of such amendment or modification, the exchange of the Subordinated Notes for (Aamended or modified Indebtedness would not be permitted to be incurred pursuant to Section 8.03(f) the Subordinated Remarketed Notes or (Bo).
(b) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) Make any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of of, any other Subordinated Debt, except (i) the refinancing thereof with any Indebtedness of (to the extent such Consolidated PartyIndebtedness constitutes a Permitted Refinancing), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (bii) amend the conversion or modify any of the terms exchange of any Subordinated Indebtedness if such amendment Debt to or modification would add for Equity Interests (other than Disqualified Capital Stock) of the Parent, (iii) the prepayment of Subordinated Debt of the Company or change any terms in a manner adverse Restricted Subsidiary to the Consolidated PartiesCompany or any Restricted Subsidiary, or shorten subject to the final maturity or average life subordination provisions applicable to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereofsuch Indebtedness, (civ) make interest payments (including payment of accrued interest repayments, redemptions, purchases, defeasances and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness Debt prior to the scheduled maturity thereof in violation an aggregate amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such repayments, redemptions, purchases, defeasances and other payments; provided that (x) no Default has occurred and is continuing or would result therefrom and (y) solely to the extent such payments, prepayments or redemptions are made in reliance on clause (a) of the subordination provisions definition of “Available Amount”, both before and after giving effect to such payments, prepayments or redemptions, the documents evidencing Consolidated Net Leverage Ratio (calculated on a Pro Forma Basis) is less than or governing such Subordinated Indebtedness or (d) except for equal to 5.00:1.00, and the exchange of Administrative Agents shall have received a Pro Forma Compliance Certificate demonstrating that the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities Loan Parties are in compliance with the trustee with respect thereto before due for the purpose requirements of paying when duethis clause (y), refund, refinance or exchange of any Subordinated Indebtedness.
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Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of any Indebtedness of such Consolidated Party the Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner materially adverse to such Consolidated Partythe Borrower or any Subsidiary (including in the case of any Subordinated Indebtedness, any amendment or modification that would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto).
(b) Amend or modify any of the subordination provisions of any Subordinated Indebtedness.
(i) With respect to any Subordinated Indebtedness of the Borrower or any Subsidiary, make (or give any notice with respect thereto) any prepayment, redemption, defeasance or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of such Subordinated Indebtedness other than (A) regularly scheduled payments of interest (provided that such payment of interest does not violate the subordination provisions of the Subordinated Debt Documents), (B) the conversion of any Subordinated Indebtedness into equity; (C) the satisfaction in cash of the Borrower’s conversion obligation under any Subordination Indebtedness and the repurchase of any Subordinated Indebtedness pursuant to any mandatory repurchase provision, provided that the aggregate principal amount of all payments pursuant to this clause (C) shall not to exceed $10 million; and (D) any refund or refinance permitted by Section 8.03(g).
(ii) except for the exchange With respect to any Indebtedness of the Borrower or any Subsidiary (other than Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant Indebtedness which is subject to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreementlimitations set forth in clause (i) above), make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any such Indebtedness other than (i) Indebtedness arising under the Loan Documents, (ii) Indebtedness having an interest rate in excess of the Base Rate and (iii) provided no Default or Event of Default shall exist immediately prior or after giving effect thereto on a Pro Forma Basis, other Indebtedness of such Consolidated Party, (b) amend or modify not exceeding $250,000 in any of instance and $500,000 in the terms of aggregate in any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or calendar year.
(d) except Enter into any agreement, instrument or other document creating, evidencing or relating to any Indebtedness which provides that such Indebtedness is “Designated Senior Debt” for the exchange purposes of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Senior Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated IndebtednessDocuments.
Appears in 1 contract
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit Permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party (other than Indebtedness under the Loan Documents) if such amendment or modification would add or change any terms in a manner which considered in their totality would be adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (iib) except except, and so long as no Default or Event of Default shall have occurred and be continuing, for payments with respect to (x) obligations under the exchange of CII Senior Debenture Indenture and the Subordinated Notes for CII Senior Debentures, (Ay) the Subordinated Remarketed Notes or Kaiser Note and (Bz) notes with identical terms as other Indebtedness in an aggregate amount not to exceed $10,000,000 during the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase term of this Agreement, in each case where, after giving effect thereto, there shall be at least $15,000,000 of availability existing under the Aggregate Commitments, (i) make (or give any notice with respect thereto) any voluntary voluntary, optional or optional other non-scheduled payment or prepayment (whether or redemption not mandatory, but excluding any scheduled amortization or payment solely in Capital Stock of the Borrower) in respect of any Indebtedness of such Consolidated Party (other than Indebtedness under the Loan Documents), other than in the case of any Disposition of any Property permitted hereunder, the prepayment of any Indebtedness secured by a Lien on such Property, but only from the proceeds of such Disposition, or (ii) make (or give any notice with respect thereto) any cash payments in respect of any of the following: a redemption, acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, Party (b) amend or modify any of other than Indebtedness under the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when dueLoan Documents), refund, refinance or exchange of any Subordinated Indebtedness.
Appears in 1 contract
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of any Indebtedness of such Consolidated Party the Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner materially adverse to such Consolidated Partythe Borrower or any Subsidiary (including in the case of any Subordinated Indebtedness, any amendment or modification that would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto).
(b) Amend or modify any of the subordination provisions of any Subordinated Indebtedness.
(i) With respect to any Subordinated Indebtedness of the Borrower or any Subsidiary, make (or give any notice with respect thereto) any prepayment, redemption, defeasance or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of such Subordinated Indebtedness other than (A) regularly scheduled payments of interest (provided that such payment of interest does not violate the subordination provisions of the Subordinated Debt Documents), (B) the conversion of the Senior Subordinated Notes into equity and (C) any refund or refinance permitted by Section 8.03(g).
(ii) except for the exchange With respect to any Indebtedness of the Borrower or any Subsidiary (other than Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant Indebtedness which is subject to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreementlimitations set forth in clause (i) above), make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any such Indebtedness other than (i) Indebtedness arising under the Loan Documents, (ii) Indebtedness having an interest rate in excess of the Base Rate and (iii) provided no Default or Event of Default shall exist immediately prior or after giving effect thereto on a Pro Forma Basis, other Indebtedness of such Consolidated Party, (b) amend or modify not exceeding $250,000 in any of instance and $500,000 in the terms of aggregate in any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or calendar year.
(d) except Enter into any agreement, instrument or other document creating, evidencing or relating to any Indebtedness which provides that such Indebtedness is "Designated Senior Debt" for the exchange purposes of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Senior Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated IndebtednessDocuments.
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Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of any Indebtedness in excess of such Consolidated $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)) if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Partyany Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for Permitted Refinancing.
(Ab) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of any Loan Party or any Subsidiary (any such Consolidated Partypayment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: (bi) amend the Borrower or any Subsidiary may make Voluntary Prepayments with respect to Indebtedness arising under the Loan Documents, the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) the Borrower or any Subsidiary may make Voluntary Prepayments to the extent made solely with the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; and (iii) the Borrower or any Subsidiary may make any other Voluntary Prepayments so long as no Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment or would result therefrom; provided, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to any such Voluntary Prepayment on a Pro Forma Basis, the Borrower would be in compliance with the financial covenants set forth in Section 8.11.
(c) Amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms the Second Lien Debt Documents in a manner adverse to that is not permitted by the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or Intercreditor Agreement.
(d) except for the exchange Amend or modify any of the Subordinated Notes for (A) terms of the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered Indebtedness incurred pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (Section 8.03(q) in a manner that is not permitted by any applicable subordination or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtednessintercreditor agreement.
Appears in 1 contract
Samples: Credit Agreement (StoneX Group Inc.)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of any Indebtedness in excess of such Consolidated $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h) or (j)) if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Partyany Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for Permitted Refinancing.
(Ab) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) Loan Party or any other payments in respect of Subsidiary (any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreementpayment, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due)of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to Indebtedness arising under the Loan Documents, the INTL FCStone Financial Margin Facility and the FCStone Merchant Facility; (ii) the Borrower or any Subsidiary may make Voluntary Prepayments to the extent made solely with the common Equity Interests of such Person; and (iii) the Borrower or any Subordinated IndebtednessSubsidiary may make any other Voluntary Prepayments so long as no Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment or would result therefrom; provided, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) shall only be permitted if, after giving effect to any such Voluntary Prepayment on a Pro Forma Basis, the Borrower would be in compliance with the financial covenants set forth in Section 8.11.
Appears in 1 contract
Samples: Credit Agreement (Intl Fcstone Inc.)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if If any Default or Event of Default has occurred and is continuing exists or would be directly or indirectly caused as a result thereoftherefrom, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party Subordinated Debt if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Partyany Loan Party or any Restricted Subsidiary, or shorten the final maturity or average life Weighted Average Life to maturity Maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that, no amendment or modification may be made to the terms of any Indebtedness incurred pursuant to Section 8.03(f) or (iio) except for if, as a result of such amendment or modification, the exchange of the Subordinated Notes for (Aamended or modified Indebtedness would not be permitted to be incurred pursuant to Section 8.03(f) the Subordinated Remarketed Notes or (Bo). #95537764v15AMERICAS/2023466857.21 #96465179v1
(b) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) Make any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of of, any other Subordinated Debt, except (i) the refinancing thereof with any Indebtedness of (to the extent such Consolidated PartyIndebtedness constitutes a Permitted Refinancing), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (bii) amend the conversion or modify any of the terms exchange of any Subordinated Indebtedness if such amendment Debt to or modification would add for Equity Interests (other than Disqualified Capital Stock) of the Parent, (iii) the prepayment of Subordinated Debt of the Company or change any terms in a manner adverse Restricted Subsidiary to the Consolidated PartiesCompany or any Restricted Subsidiary, or shorten subject to the final maturity or average life subordination provisions applicable to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereofsuch Indebtedness, (civ) make interest payments (including payment of accrued interest repayments, redemptions, purchases, defeasances and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness Debt prior to the scheduled maturity thereof in violation an aggregate amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such repayments, redemptions, purchases, defeasances and other payments; provided that (x) no Default has occurred and is continuing or would result therefrom and (y) solely to the extent such payments, prepayments or redemptions are made in reliance on clause (a) of the subordination provisions definition of “Available Amount”, both before and after giving effect to such payments, prepayments or redemptions, the documents evidencing Consolidated Net Leverage Ratio (calculated on a Pro Forma Basis) is less than or governing such Subordinated Indebtedness or (d) except for equal to 5.00:1.00, and the exchange of Administrative AgentAgents shall have received a Pro Forma Compliance Certificate demonstrating that the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities Loan Parties are in compliance with the trustee with respect thereto before due for the purpose requirements of paying when duethis clause (y), refund, refinance or exchange of any Subordinated Indebtedness.
Appears in 1 contract
Samples: Revolving Facility Amendment to Credit Agreement (SS&C Technologies Holdings Inc)
Prepayment of Other Indebtedness, Etc. The Credit Parties Borrower will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) ), or permit any Subsidiary to make (or give notice with respect thereto), any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness, including without limitation Indebtedness under the Senior Note Purchase Agreement, the Senior Notes and/or the 2012 Senior Note Documents except Indebtedness under the Loan Documents and intercompany debt owed to any Loan Party; provided, however, that the Borrower may (a) prepay Indebtedness under the Senior Note Purchase Agreement and/or the Senior Notes so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect to the prepayment of such Consolidated PartyIndebtedness, (b) amend or modify any prepay Indebtedness of the terms Loan Parties assumed in connection with a Permitted Acquisition so long as no Default or Event of any Subordinated Indebtedness if such amendment Default shall have occurred and be continuing before or modification would add or change any terms in a manner adverse after giving effect to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereofprepayment of such Indebtedness, (c) make interest payments (including payment refinance the Indebtedness under the 2012 Senior Note Documents in accordance with Section 8.12(b)(ii) so long as no Default or Event of accrued interest Default shall have occurred and premium, if any, payable in connection with a redemption be continuing before or after giving effect to the refinancing of any Subordinated such Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or and (d) except for the exchange prepay Indebtedness of the Subordinated Notes for Loan Parties described under Item 7 (Aand the attached spreadsheet) the Subordinated Remarketed Notes of Schedule 8.12, so long as no Default or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant Event of Default shall have occurred and be continuing before or after giving effect to the registration rights agreement attached as an exhibit prepayment of such Indebtedness.
(y) A new Section 8.14 is hereby added to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness.Credit Agreement to read as follows:
Appears in 1 contract
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of any Indebtedness in excess of such Consolidated $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified in clause (c) below)) if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Partyany Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or except for Permitted Refinancings.
(ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of any Loan Party or any Subsidiary (any such Consolidated Partypayment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided, that: (bi) amend the Borrower or any Subsidiary may make Voluntary Prepayments with respect to Indebtedness arising under the Loan Documents, the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) the Borrower or any Subsidiary may make Voluntary Prepayments to the extent made solely with the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; and (iii) the Borrower or any Subsidiary may make any other Voluntary Prepayments so long as no Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment or would result therefrom; provided, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to any such Voluntary Prepayment on a Pro Forma Basis, the Borrower would be in compliance with the Financial Covenants.
(iii) Amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms the Second Lien Debt Documents in a manner adverse that is not permitted by the Intercreditor Agreement.
(iv) Amend or modify any of the terms of the Indebtedness incurred pursuant to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.88.03(k) or Section 8.03(q) in a manner that is not permitted by any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing applicable intercreditor agreement or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Subordination Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (StoneX Group Inc.)
Prepayment of Other Indebtedness, Etc. The Credit Parties Borrower will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) ), or permit any Subsidiary to make (or give notice with respect thereto), any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness, including without limitation Indebtedness under the Senior Note Documents except Indebtedness under the Loan Documents and intercompany debt owed to any Loan Party; provided, however, that the Borrower may (a) prepay Indebtedness of the Loan Parties secured by real property and set forth on Schedule 8.12 so long as (i) after giving effect to such Consolidated Partyprepayment on a Pro Forma Basis, the Borrower does not have any Loans or other amounts outstanding hereunder, (ii) once such Indebtedness is prepaid in full, the Liens on such real property shall be terminated, and the Borrower shall provide evidence of such termination to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and (iii) no Default or Event of Default shall have occurred and be continuing before or after giving effect to such prepayment, (b) amend refinance Indebtedness under the Senior Note Documents in accordance with Section 8.12(b)(ii) so long as no Default or modify any Event of the terms of any Subordinated Indebtedness if such amendment Default shall have occurred and be continuing before or modification would add or change any terms in a manner adverse after giving effect to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, refinancing of such Indebtedness and (c) make interest payments repurchase Indebtedness under the Senior Note Documents in an amount not to exceed $20,000,000 in any fiscal year so long as (including payment i) after giving effect to such repurchase on a Pro Forma Basis, the Borrower does not have any Loans or other amounts outstanding hereunder, (ii) no Default or Event of accrued interest Default shall have occurred and premium, if any, payable be continuing before or after giving effect to such repurchase and (iii) the Borrower shall be in connection compliance on a Pro Forma Basis after giving effect to such repurchase with the covenants in Article VII (and the Borrower shall have provided the Administrative Agent a redemption certificate of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation a Responsible Officer of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or Borrower confirming compliance with clauses (di) except for the exchange of the Subordinated Notes for and (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when dueii), refund, refinance or exchange of any Subordinated Indebtedness).
Appears in 1 contract
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of any unsecured Indebtedness incurred under Section 7.03(g) or (n) or Indebtedness secured by Liens on the Collateral ranking junior with the Liens securing the Obligations (collectively, “Junior Indebtedness”) of such Consolidated any Loan Party or any Subsidiary if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Partythe interests of the Lenders in any material respect, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, .
(b) Amend or (ii) except for the exchange modify any of the terms of any Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant Debt except to the registration rights agreement attached as an exhibit extent such amendment is permitted by the applicable Subordination Agreement; provided, however, notwithstanding anything to the Subordinated Note Purchase contrary herein, in any other Loan Document or in any applicable Subordination Agreement, make the maturity date of any Subordinated Debt may be amended without the consent of the Required Lenders and/or the Administrative Agent to be a date that is at least 181 days after the Maturity Date.
(c) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying payment when due), refund, refinance or exchange, in each case, prior to the scheduled maturity thereof, of any Junior Indebtedness except for (i) the refinancing thereof with the net cash proceeds of any such Indebtedness (to the extent such refinancing Indebtedness is permitted under Section 7.03), (ii) the conversion thereof to common stock in HoldCo (or other securities or property following a merger event, reclassification or other changes to the common stock of HoldCo) and (iii) additional prepayments, redemptions, purchases, acquisitions, refunds, refinances and exchanges thereof; provided that, in the case of this clause (iii), at the time of such prepayment, redemption, purchase, acquisition, refund, refinance or exchange, (A) no Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis and (B) the Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating (1) compliance with the financial covenants after giving effect thereto on a Pro Forma Basis and (2) in the case of prepayment, redemption, purchase, acquisition, refund, refinance or exchange of any Junior Indebtedness other Indebtedness of such than the 2020 Convertible Notes or the 2020 Refinancing Convertible Notes, that the Consolidated Party, (b) amend or modify any Total Net Leverage Ratio is at least 0.25x inside of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness Total Net Leverage Ratio then permitted under this by Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or 7.11(a).
(d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, prepayment or redemption or acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying payment when due), refund, refinance or exchange of any Subordinated IndebtednessDebt except to the extent permitted by the applicable subordination agreement.
Appears in 1 contract
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if Repay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any Default manner, or make any payment in violation of any subordination terms of, any Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents or as permitted in paragraphs (b) and (c) below); provided that so long as no Event of Default has occurred and is continuing exists or would be directly result therefrom, any Loan Party or indirectly caused as a result thereof, any Subsidiary may prepay Indebtedness (other than Subordinated Indebtedness and the Investor Note) (i) amend with the proceeds of any Equity Issuance or (ii) if the Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to all such transactions, is less than 2.50 to 1.0.
(b) Repay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, the Investor Note (other than the prepayment of the Investor Note in connection with the issuance by the Borrower of (i) common Equity Interests or (ii) Preferred Stock pursuant to the Series A Preferred Documents).
(c) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Subordinated Indebtedness of any Loan Party or any Subsidiary other than:
(i) Permitted Refinancing Indebtedness permitted by Section 8.03;
(ii) intercompany Indebtedness permitted by Section 8.03(c) (other than intercompany Indebtedness owing from a Loan Party to a non-Loan Party); and
(iii) Indebtedness under the Investor Note with the issuance by the Borrower of (x) common Equity Interests or (y) Preferred Stock pursuant to the Series A Preferred Documents.
(d) Amend, modify or change any of the terms of the Convertible Notes, any Series A Preferred Documents, the Convertible Notes Indenture, the Investor Note, any Investor Note Documents, any agreements governing or documenting Preferred Stock of the Borrower permitted under Section 8.03(t), any Subordinated Indebtedness of such Consolidated Party Documents or any Subordinated Indebtedness if such amendment amendment, modification or modification change would add add, modify or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Consolidated Partiesinterests of the Loan Parties or Lenders. Notwithstanding the foregoing, or shorten it is understood that the final prepayment of Indebtedness five (5) Business Days prior to the maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment date of accrued interest and premium, if any, payable such Indebtedness in connection with a redemption an otherwise permitted refinancing of any Subordinated such Indebtedness permitted under this shall be permitted.
(x) Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation 8.14. Section 8.14 of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms Credit Agreement is hereby amended to read as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness.follows:
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Providence Service Corp)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of any Indebtedness of any Loan Party or any Subsidiary other than:
(i) Indebtedness arising under the Loan Documents;
(ii) Indebtedness arising under any Swap Contract between any Loan Party and any Swap Bank; and
(iii) a voluntary or optional prepayment of the Convertible Notes prior to the due date thereof so long as before and after giving effect to any such prepayment, no Default or Event of Default has shall have occurred and is continuing be continuing;
(iv) Permitted Refinancing Indebtedness permitted by Section 8.03; and
(v) any optional or voluntary prepayment of Indebtedness (other than the Subordinated Indebtedness, excluding the Convertible Notes) not to exceed $5,000,000 in the aggregate from the Closing Date so long as no Default exists or would be directly result therefrom.; and
(vi) intercompany Indebtedness permitted by Section 8.03(c) (other than intercompany Indebtedness owing from a Loan Party to a non-Loan Party).
(b) Amend, modify or indirectly caused as a result thereof, (i) amend or modify change any of the terms of the Convertible Notes, the Convertible Notes Indenture, any Subordinated Indebtedness Documents or any Subordinated Indebtedness (other than the conversion of such Consolidated Party the Convertible Notes into cash, common Equity Interests of the Borrower and associated rights or securities convertible into common Equity Interests of the Borrower pursuant to the terms of the Convertible Notes Documents) if such amendment amendment, modification or modification change would add add, modify or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation interests of the subordination provisions of the documents evidencing Loan Parties or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated IndebtednessLenders.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Providence Service Corp)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend Amend or modify any of the terms of any Indebtedness of such Consolidated Party GFI or any Subsidiary (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner materially adverse to such Consolidated PartyGFI or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached extent the incurrence of such Indebtedness as an exhibit so amended would be permitted hereunder.
(b) After the occurrence and during the continuation of any Default or Event of Default, with respect to any Indebtedness other than the JPI Subordinated Note Purchase AgreementIndebtedness and any Additional Subordinated Indebtedness, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other such Indebtedness of such Consolidated Party, GFI or any Subsidiary (b) amend or modify any of other than Indebtedness arising under the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, Loan Documents).
(c) With respect to the JPI Subordinated Indebtedness, (i) make interest or offer to make any principal payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any respect to such JPI Subordinated Indebtedness permitted under this Section 8.8(other than scheduled principal payments), (ii) redeem or offer to redeem any other payments in respect of such JPI Subordinated Indebtedness, or (iii) deposit any funds intended to discharge such JPI Subordinated Indebtedness; provided that upon or after the consummation of an initial Public Equity Offering, GFI may prepay or redeem JPI Subordinated Indebtedness with proceeds from such Public Equity Offering so long as (A) no Default or Event of Default exists immediately prior to and after giving effect to any such prepayment or redemption, (B) the aggregate amount utilized by GFI to prepay or redeem such JPI Subordinated Indebtedness plus the aggregate amount paid by GFI for all Capital Stock purchased, redeemed, acquired or retired in violation accordance with Section 8.06(d) hereof does not exceed 50% of the subordination provisions aggregate proceeds received from such initial Public Equity Offering and (C) such redemptions or prepayments are made within one hundred and eighty (180) days of the documents evidencing or governing consummation of such Subordinated Indebtedness or initial Public Equity Offering.
(d) except for the exchange With respect to any Additional Subordinated Indebtedness, (i) make or offer to make any principal payments (other than scheduled principal payments) with respect to such Additional Subordinated Indebtedness, (ii) redeem or offer to redeem any of the such Additional Subordinated Notes for (A) the Subordinated Remarketed Notes Indebtedness, or (Biii) notes with identical terms as the Subordinated Remarketed Notes registered pursuant deposit any funds intended to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any discharge such Additional Subordinated Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (GFI Group Inc.)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if If any Default or Event of Default has occurred and is continuing exists or would be directly or indirectly caused as a result thereoftherefrom, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party Subordinated Debt if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Partyany Loan Party or any Restricted Subsidiary, or shorten the final maturity or average life Weighted Average Life to maturity Maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that, no amendment or modification may be made to the terms of any Indebtedness incurred pursuant to Section 8.03(f) or (iio) except for if, as a result of such amendment or modification, the exchange of the Subordinated Notes for (Aamended or modified Indebtedness would not be permitted to be incurred pursuant to Section 8.03(f) the Subordinated Remarketed Notes or (Bo).
(b) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) Make any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of of, any other Subordinated Debt, except (i) the refinancing thereof with any Indebtedness of (to the extent such Consolidated PartyIndebtedness constitutes a Permitted Refinancing), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (bii) amend the conversion or modify any of the terms exchange of any Subordinated Indebtedness if such amendment Debt to or modification would add for Equity Interests (other than Disqualified Capital Stock) of the Parent, (iii) the prepayment of Subordinated Debt of the Company or change any terms in a manner adverse Restricted Subsidiary to the Consolidated PartiesCompany or any Restricted Subsidiary, or shorten subject to the final maturity or average life subordination provisions applicable to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereofsuch Indebtedness, (civ) make interest payments (including payment of accrued interest repayments, redemptions, purchases, defeasances and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness Debt prior to the scheduled maturity thereof in violation an aggregate amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such repayments, redemptions, purchases, defeasances and other payments; #95484613v795537764v17 provided that (x) no Default has occurred and is continuing or would result therefrom and (y) solely to the extent such payments, prepayments or redemptions are made in reliance on clause (a) of the subordination provisions definition of “Available Amount”, both before and after giving effect to such payments, prepayments or redemptions, the documents evidencing Consolidated Net Leverage Ratio (calculated on a Pro Forma Basis) is less than or governing such Subordinated Indebtedness or (d) except for equal to 5.00:1.00, and the exchange of Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities Loan Parties are in compliance with the trustee with respect thereto before due for the purpose requirements of paying when duethis clause (y), refund, refinance or exchange of any Subordinated Indebtedness.
Appears in 1 contract
Samples: Incremental Joinder (SS&C Technologies Holdings Inc)
Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any Default manner, or make any payment in violation of any subordination terms of, any Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents or as permitted in paragraphs (b) and (c) below); provided that so long as no Event of Default has occurred and is continuing exists or would be directly result therefrom, any Loan Party or indirectly caused as a result thereofany Subsidiary may prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof Indebtedness (other than Subordinated Indebtedness and the Investor Note) (i) amend with the proceeds of any Equity Issuance, (ii) if the Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such prepayment, redemption, repurchase, defeasement or other satisfaction, is less than 3.00 to 1.0, (iii) any mandatory redemption, repayment or repurchase event not in the nature of a default (I) that is triggered by receipt of proceeds of a debt incurrence, equity issuance, asset sale, casualty or other proceeds-generating event and is only to the extent of proceeds received or (II) constituting a “special mandatory redemption” or similar requirement applicable to debt securities incurred to finance one or more transactions if such transaction(s) will not be consummated or are not consummated within a specified timeframe, (iv) any bridge loans, extended term loans or other short-term indebtedness with the proceeds of Permitted Junior Debt incurred to refinance such bridge loans, extended term loans or other short-term indebtedness, (v) consisting of Senior Notes if at the time of such prepayment, redemption, repurchase, defeasement or other satisfaction (I) there are no Revolving Loans outstanding and (II) after giving effect to such prepayment, redemption, repurchase, defeasement or other satisfaction on a Pro Forma Basis, the Borrower shall be in compliance with the financial covenants set forth in Section 8.11 and (vi) with the proceeds of any Permitted Junior Debt incurred to refinance such Indebtedness.
(b) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, the Investor Note (other than the prepayment of the Investor Note in connection with the issuance by the Borrower of (i) common Equity Interests or (ii) Preferred Stock pursuant to the Series A Preferred Documents).
(c) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Subordinated Indebtedness of any Loan Party or any Subsidiary other than:
(i) Permitted Refinancing Indebtedness permitted by Section 8.03;
(ii) intercompany Indebtedness permitted by Section 8.03(c) (other than intercompany Indebtedness owing from a Loan Party to a non-Loan Party); and
(iii) Indebtedness under the Investor Note with the issuance by the Borrower of (x) common Equity Interests or (y) Preferred Stock pursuant to the Series A Preferred Documents.
(d) Amend, modify or change any of the terms of the Convertible Notes, any Series A Preferred Documents, the Convertible Notes Indenture, the Investor Note, any Investor Note Documents, any agreements governing or documenting Preferred Stock of the Borrower permitted under Section 8.03(t), any Subordinated Indebtedness of such Consolidated Party Documents or any Subordinated Indebtedness if such amendment amendment, modification or modification change would add add, modify or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Consolidated Partiesinterests of the Loan Parties or Lenders. Notwithstanding the foregoing, or shorten it is understood that the final prepayment of Indebtedness five (5) Business Days prior to the maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment date of accrued interest and premium, if any, payable such Indebtedness in connection with a redemption an otherwise permitted refinancing of any Subordinated such Indebtedness permitted under this Section 8.8) or any other payments in respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (d) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtednessshall be permitted.
Appears in 1 contract
Samples: Credit Agreement (ModivCare Inc)
