Common use of Repayment of Debt Clause in Contracts

Repayment of Debt. (a) If, prior to the Closing Date, Parent decides to commence a tender offer and/or consent solicitation in respect of some or all of the outstanding Company Notes (each, a “Debt Offer”), Parent shall prepare all necessary and appropriate documentation in connection with such Debt Offers, including the offers to purchase and consent solicitation statements, letters of transmittal and other related documents (collectively, the “Debt Offer Documents”). The Company agrees to use commercially reasonable efforts to provide, and shall cause its Subsidiaries and its and their respective representatives, including legal and accounting representatives, to provide, reasonable cooperation in connection with the preparation of the Debt Offer Documents and the consummation of such Debt Offers, including with respect to the Company’s execution of supplemental indentures (either at the Company Merger Effective Time or, if earlier, conditioned upon the occurrence of the Company Merger Effective Time) reflecting amendments to the indentures applicable to the Company Notes subject to any Debt Offer, to the extent approved by any required consents of holders of such Company Notes. All mailings to the holders of the Company Notes in connection with the Debt Offers shall be subject to the prior review and comment by the Company and Parent and shall be reasonably acceptable to each of them. If at any time prior to the completion of any Debt Offer any information in the applicable Debt Offer Documents should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Debt Offer Documents, so that such Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by Parent to the holders of the applicable Company Notes. To the extent that the provisions of any applicable law conflict with this Section 5.14(a), Parent and the Company shall comply with the applicable law and shall not be deemed to have breached its obligations hereunder by such compliance. Parent, Blocker Merger Sub and Company Merger Sub acknowledge and agree that neither the pendency nor the consummation of any such Debt Offer is a condition to Closing. (b) If requested by Parent in writing, the Company shall, to the extent permitted by the Indenture, take any and all actions reasonably requested by Parent (including, without limitation, the issuance of one or more notices of redemption unless objected to by the Trustee or The Depository Trust Company) to facilitate the redemption, satisfaction and/or discharge of Company Notes pursuant to the Indenture at or following the Company Merger Effective Time; provided, however, that prior to, or substantially contemporaneously with, either (a) the Company being required to issue any unconditional irrevocable notice of redemption or (b) the satisfaction or waiver of all conditions to any conditional notice of redemption, Parent shall have, or shall have caused to be, deposited with the Trustee sufficient funds to effect such redemption, satisfaction and discharge. Parent, Blocker Merger Sub and Company Merger Sub acknowledge and agree that neither the pendency nor the consummation of any such redemption, satisfaction and discharge is a condition to Closing. (c) Parent shall promptly, upon request by the Company, reimburse Blocker and the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Blocker, the Company or any of their respective Subsidiaries in connection with the cooperation of Blocker, the Company and their respective Subsidiaries contemplated by Section 5.14(b) and shall indemnify and hold harmless Blocker, the Company, its Subsidiaries, the Selling Equityholders and their respective representatives and Affiliates from and against any and all losses, damages, claims, out-of-pocket costs or out-of-pocket expenses suffered or incurred by any of them in connection with any Debt Offer and/or redemption, satisfaction and discharge and any information used in connection therewith, except for liabilities of Blocker or the Company to the extent they resulted from (x) information provided by Blocker or the Company or any of their respective Subsidiaries containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (y) the willful misconduct of any such Person.

Repayment of Debt. At the Closing, and subject to the other terms and conditions set forth in this Agreement, (a) If, prior the Parent shall make available to the Company, or pay directly, an amount in cash sufficient to pay the aggregate outstanding Funded Debt (as defined below) together with all Debt Payment Expenses (as defined below), (b) the Company, if such amount is not paid directly by the Parent and is made available to the Company in accordance with the foregoing clause (a), shall apply such cash to pay the Funded Debt and the Debt Payment Expenses, if any, and with respect to the notes under the Indenture, the Company shall have provided irrevocable notice of redemption of all then outstanding notes and deposited with the trustee under the Indenture proceeds sufficient, without consideration of any investment of interest, to pay and discharge the entire indebtedness on the then outstanding notes for principal, premium (if any) and accrued and unpaid interest to but not including the redemption date and (c) solely to the extent that all outstanding obligations under the Credit Agreement on the Closing Date, Parent decides to commence a tender offer and/or consent solicitation in respect of some or all Date constitute Funded Debt (other than any indemnity obligation for unasserted claims that by its terms survives the termination of the outstanding Credit Agreement), the Company Notes shall cause the administrative and collateral agents under the Credit Agreement to deliver to the Parent a pay-off letter (each, a the “Debt OfferPay-off Letter”), Parent in form and substance reasonably satisfactory to the Parent, evidencing the satisfaction of all liabilities under the Credit Agreement (other than any indemnity obligation for unasserted claims that by its terms survives the termination of the Credit Agreement) upon receipt of the amounts set forth in such pay-off letter and a release in customary form of all Liens with respect to the capital stock, property and assets of the Company and its Subsidiaries securing the obligations under the Credit Agreement. The term “Debt Payment Expenses” shall prepare mean all necessary and appropriate documentation in connection with such Debt Offerscosts, including the offers to purchase and consent solicitation statementsfees, letters of transmittal expenses, prepayment penalties, breakage fees and other related documents (collectively, the “Debt Offer Documents”). The Company agrees to use commercially reasonable efforts to provide, and shall cause its Subsidiaries and its and their respective representatives, including legal and accounting representatives, to provide, reasonable cooperation exit fees payable in connection with the preparation payment of the Debt Offer Documents Funded Debt. The term “Funded Debt” shall mean all liabilities and the consummation of such Debt Offers, including with respect to the Company’s execution of supplemental indentures (either at the Company Merger Effective Time or, if earlier, conditioned upon the occurrence obligations of the Company Merger Effective Time) reflecting amendments and its Subsidiaries for borrowed money pursuant to the indentures applicable to Credit Agreement or the Company Notes subject to any Debt Offer, to the extent approved by any required consents of holders of such Company Notes. All mailings to the holders of the Company Notes in connection with the Debt Offers shall be subject to the prior review and comment by the Company and Parent and shall be reasonably acceptable to each of them. If at any time Indenture outstanding immediately prior to the completion Closing, together with all accrued but unpaid interest thereon immediately prior to the Closing, and all prepayment penalties, breakage fees and other exit fees paid or payable in the event that such indebtedness is to be repaid as of the Closing (including, in the case of any Debt Offer any information tender offer in the applicable Debt Offer Documents should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Debt Offer Documents, so that such Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by Parent to the holders of the applicable Company Notes. To the extent that the provisions respect of any applicable law conflict with this Section 5.14(a), Parent and the Company shall comply with the applicable law and shall not be deemed notes issued pursuant to have breached its obligations hereunder by such compliance. Parent, Blocker Merger Sub and Company Merger Sub acknowledge and agree that neither the pendency nor the consummation of any such Debt Offer is a condition to Closing. (b) If requested by Parent in writing, the Company shall, to the extent permitted by the Indenture, take any and all actions reasonably requested by Parent (including, without limitation, the issuance of one or more notices of redemption unless objected to by aggregate consideration for the Trustee or The Depository Trust Company) to facilitate the redemption, satisfaction and/or discharge of Company Notes pursuant to the Indenture at or following the Company Merger Effective Time; provided, however, that prior to, or substantially contemporaneously with, either (a) the Company being required to issue any unconditional irrevocable notice of redemption or (b) the satisfaction or waiver of all conditions to any conditional notice of redemption, Parent shall have, or shall have caused to be, deposited with the Trustee sufficient funds to effect such redemption, satisfaction and discharge. Parent, Blocker Merger Sub and Company Merger Sub acknowledge and agree that neither the pendency nor the consummation of any such redemption, satisfaction and discharge is a condition to Closing. (c) Parent shall promptly, upon request by the Company, reimburse Blocker and the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Blocker, the Company or any of their respective Subsidiaries in connection with the cooperation of Blocker, the Company and their respective Subsidiaries contemplated by Section 5.14(b) and shall indemnify and hold harmless Blocker, the Company, its Subsidiaries, the Selling Equityholders and their respective representatives and Affiliates from and against any and all losses, damages, claims, out-of-pocket costs or out-of-pocket expenses suffered or incurred by any of them in connection with any Debt Offer and/or redemption, satisfaction and discharge and any information used in connection therewith, except for liabilities of Blocker or the Company to the extent they resulted from (x) information provided by Blocker or the Company or any of their respective Subsidiaries containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements therein, in light purchase of the circumstances under which they were madenotes accepted in such tender offer, not misleading or including any consent fees (y) the willful misconduct of any such Personif applicable)).

Repayment of Debt. (a) If, At or prior to the Closing Date, Parent decides to commence a tender offer and/or consent solicitation in respect of some or all of the outstanding Company Notes (each, a “Debt Offer”)Closing, Parent shall prepare cause all necessary Debt outstanding under the Senior Credit Agreement to be repaid, and appropriate documentation all fees, expenses and other amounts that may be payable in connection with such repayment. Notwithstanding the immediately preceding sentence, Parent may cause all Debt Offers, including under the offers Senior Credit Agreement to purchase and consent solicitation statements, letters of transmittal and other related documents (collectively, the “Debt Offer Documents”). The Company agrees be refinanced in full or may obtain waivers to use commercially reasonable efforts to provide, and shall cause its Subsidiaries and its and their respective representatives, including legal and accounting representatives, to provide, reasonable cooperation in connection with the preparation any breaches of the Debt Offer Senior Credit Agreement that the transactions contemplated in the Transaction Documents would cause. (b) Parent, Sub and the consummation of such Debt Offers, including with respect to the Company’s execution of supplemental indentures Surviving Corporation hereby covenant and agree that (either at the Company Merger Effective Time or, if earlier, conditioned upon the occurrence of the Company Merger Effective Timei) reflecting amendments to the indentures applicable to the Company Notes subject to any Debt Offer, to the extent approved by any required consents of holders of such Company Notes. All mailings to the holders of the Company Notes in connection with the Debt Offers shall be subject to the prior review and comment by the Company and Parent and shall be reasonably acceptable to each of them. If at any time prior to the completion of any Debt Offer any information in the applicable Debt Offer Documents should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Debt Offer Documents, so that such Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by Parent to the holders of the applicable Company Notes. To the extent that the provisions of any applicable law conflict with this Section 5.14(a)Closing, Parent and the Company shall comply with solicit the applicable law consent of such number of holders of the Senior Subordinated Notes as is required under the 10 1/2% Notes Indenture to (A) waive Atrium Companies, Inc.’s obligations to make a Change of Control Offer (as defined in the 10 1/2% Notes Indenture) thereunder in respect of the Merger, including a modification of the definition of the “Permitted Holders” therein so as to include Parent and shall not be deemed to have breached its obligations hereunder by investors, and (B) waive and/or amend such compliance. Parent, Blocker Merger Sub other covenants and Company Merger Sub acknowledge and agree that neither provisions of the pendency nor the consummation of any such Debt Offer is a condition to Closing. (b) If requested by Parent in writing, the Company shall, to the extent permitted by the Indenture, take any and all actions 10 1/2% Notes Indenture as reasonably requested by Parent (includingand approved by the Company’s Board of Directors, without limitationin each case, the issuance effectiveness of one which shall be subject to the closing of the Merger, and (ii) in the event that the Waiver contemplated by clause (b)(i)(A) above shall not be obtained on or more notices prior to the Closing, then either (A) at the Closing, the Surviving Corporation shall cause Atrium Companies, Inc. to irrevocably deposit funds with the trustee of redemption unless objected the Senior Subordinated Notes sufficient to by redeem 100% of the Trustee outstanding Senior Subordinated Notes in accordance with the 10 1/2% Notes Indenture, or The Depository Trust Company(B) following the Closing, the Surviving Corporation shall cause Atrium Companies, Inc. to facilitate the redemption, satisfaction and/or discharge effect a Change of Company Notes Control Offer as required pursuant to Section 10.11 of the Indenture at or following the Company Merger Effective Time; provided, however, that prior to, or substantially contemporaneously with, either (a) the Company being required to issue any unconditional irrevocable notice of redemption or (b) the satisfaction or waiver of all conditions to any conditional notice of redemption, Parent shall have, or shall have caused to be, deposited with the Trustee sufficient funds to effect such redemption, satisfaction and discharge. Parent, Blocker Merger Sub and Company Merger Sub acknowledge and agree that neither the pendency nor the consummation of any such redemption, satisfaction and discharge is a condition to Closing10 1/2% Notes Indenture. (c) Parent, Sub and the Surviving Corporation hereby covenant and agree that (i) prior to the Closing, Parent and the Company shall promptlysolicit the consent of such number of holders of the PIK Notes as is required under the 15% PIK Indenture to (A) waive the Company’s obligations to make a Change of Control Offer (as defined in the 15% PIK Indenture) thereunder in respect of the Merger, upon request including a modification of the definition of the “Permitted Holders” therein so as to include Parent and its investors, and (B) waive and/or amend such other covenants and provisions of the 15% PIK Indenture as reasonably requested by Parent and approved by the Company’s Board of Directors, reimburse Blocker and the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Blockerin each case, the Company effectiveness of which shall be subject to the closing of the Merger, and (ii) in the event that the Waiver contemplated by clause (c)(i)(A) above shall not be obtained on or any of their respective Subsidiaries in connection prior to the Closing, then either (A) at the Closing, the Surviving Corporation shall irrevocably deposit funds with the cooperation trustee of Blockerthe PIK Notes sufficient to redeem 100% of the outstanding PIK Notes in accordance with the 15% PIK Indenture, or (B) following the Closing, the Company and their respective Subsidiaries contemplated by Surviving Corporation effect a Change of Control Offer as required pursuant to Section 5.14(b10.11 of the 15% PIK Indenture. (d) and shall indemnify and hold harmless BlockerPrior to Closing, the Company, its Subsidiaries, the Selling Equityholders and their respective representatives and Affiliates from and against any and all losses, damages, claims, out-of-pocket costs or out-of-pocket expenses suffered or incurred by any of them in connection with any Debt Offer and/or redemption, satisfaction and discharge and any information used in connection therewith, except for liabilities of Blocker or the Company Financing Transactions relating to the extent they resulted from (x) information provided by Blocker Senior Credit Agreement, the Senior Subordinated Notes, the PIK Notes and the Accounts Receivable Securitization Documents, Parent and Sub shall obtain the consent of the Representative and the Company, which consent shall not be unreasonably withheld or the Company or delayed, prior to distributing any written documents to any of their respective Subsidiaries containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements therein, in light holders of the circumstances Company’s indebtedness under which they were madesuch Senior Credit Agreement, not misleading Senior Subordinated Notes, PIK Notes or (y) the willful misconduct of any such PersonAccounts Receivable Securitization Documents.