Restricted Payments; Certain Prepayments of Indebtedness. (a) The Borrower will not, nor will it permit any of the Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) Subsidiaries may declare and pay dividends and make other distributions ratably with respect to their Equity Interests (or as otherwise provided in their governing documents) and (ii) if at the time thereof and after giving effect thereto no Default shall have occurred and be continuing, the Borrower may make Restricted Payments. (b) The Borrower will not, nor will it permit any of the Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Indebtedness, except: (i) payment of Indebtedness created under this Agreement; (ii) mandatory payments of interest and principal as and when due in respect of any Indebtedness; (iii) payments of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (iv) payments of Indebtedness of any Subsidiary acquired by the Borrower or any Subsidiary that exists on the date of such acquisition; (v) payments in respect of the $567,750,000 aggregate principal amount of the Borrower's 3.25% convertible subordinated debentures due 2003; (vi) mandatory payments by a Receivables Subsidiary on Third Party Securities; and (vii) payments of Indebtedness not covered by any other clause of this Section 6.09(b) if at the time thereof and after giving effect thereto no Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Healthsouth Corp)
Restricted Payments; Certain Prepayments of Indebtedness. (a) The Borrower will shall not, nor will it and shall not permit any of the Subsidiaries to, declare or make, or agree to pay or makeits Subsidiaries, directly or indirectly, to make any Restricted Payment; provided, or incur however, that the Borrower may, and may permit any obligation (contingent or otherwise) to do soof its Subsidiaries to, except make Restricted Payments in the ordinary course of business if (i) Subsidiaries may declare at the time of and pay dividends after giving effect to such Restricted Payment no Default shall not have occurred and make other distributions ratably with respect to their Equity Interests (or as otherwise provided in their governing documents) be continuing and (ii) if at the time thereof amount of such Restricted Payment, when added to the aggregate amount of all Restricted Payments made during the same Fiscal Year, does not exceed the greater of $25,000,000 and after giving effect thereto no Default shall have occurred and be continuing, 1.5% of Consolidated Tangible Assets of the Borrower may make Restricted Paymentsas of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered after the Audit Report Date under Section 5.01(a)(ii) or 5.01(a)(iii).
(b) The Borrower will not, nor will it permit any of the Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation cancellation or termination of any Indebtedness, except:
(i) payment payments of Indebtedness created under this Agreement;
(ii) mandatory payments of principal, premium and interest and principal as and when due in respect of any Indebtedness;
(iii) any payment or prepayment of Indebtedness with the proceeds of Refinancing Indebtedness;
(iv) payments of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;
(iv) payments of Indebtedness of any Subsidiary acquired by the Borrower or any Subsidiary that exists on the date of such acquisition;
; (v) payments in respect of the $567,750,000 aggregate principal amount of the Borrower's 3.25% convertible subordinated debentures due 2003;
(vi) mandatory payments by a Receivables Subsidiary on Third Party Securities; and
(vii) payments of Indebtedness not covered by any other clause of this Section 6.09(b) if at the time thereof and after giving effect thereto no Default shall have occurred and be continuing.)
Appears in 1 contract
Samples: Credit Agreement (Healthsouth Corp)
Restricted Payments; Certain Prepayments of Indebtedness. (a) The Borrower will shall not, nor will it and shall not permit any of the Subsidiaries to, declare or make, or agree to pay or makeits Subsidiaries, directly or indirectly, to make any Restricted Payment; provided, or incur any obligation (contingent or otherwise) to do sohowever, except that (i) the Borrower may, and may permit any of its Subsidiaries may declare and pay dividends and to, make other distributions ratably with respect to their Equity Interests Restricted Payments if (A) either all Interim Loans have been fully repaid or as otherwise provided in their governing documentssuch Restricted Payment occurs after the first anniversary of the Original Effective Date, (B) and (ii) if at the time thereof of and after giving effect thereto to such Restricted Payment no Default shall have occurred and be continuingcontinuing and (C) the amount of such Restricted Payment, when added to the aggregate amount of all Restricted Payments made during the same Fiscal Year, does not exceed the greater of $50,000,000 and 2.5% of Consolidated Tangible Assets of the Borrower as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 5.01 (or, prior to the delivery of any such financial statements, as of December 31, 2004) and (ii) the Borrower may make (A) scheduled cash dividend payments at the times and to the extent required by the terms of the Preferred Stock (as in effect on the Original Effective Date) issued and sold in the Preferred Stock Offering and (B) cash payments at any time to reduce the accreted liquidation preference of such Preferred Stock as a result of previously unpaid dividends. Notwithstanding the foregoing, the Borrower may, and may permit any of the Subsidiaries, to make Restricted PaymentsPayments with assets of its surgery center business unit as part of the Permitted Surgery Center Divestiture, and the amount of any such Restricted Payments shall be disregarded for the purpose of determining compliance with clause (i)(C) above.
(b) The Borrower will not, nor will it permit any of the Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation cancellation or termination of any Indebtedness, except:
(i) payment payments of Indebtedness created under this Agreement;
(ii) payments of Interim Loans with proceeds of Preferred Stock issued and sold in the Preferred Stock Offering or Senior Notes;
(iii) mandatory payments of principal, premium and interest and principal as and when due in respect of any Indebtedness (other than Pari Passu Indebtedness) and regularly scheduled principal and interest payments as and when due in respect of any Pari Passu Indebtedness;
(iiiiv) any payment or prepayment of Indebtedness with the proceeds of Refinancing Indebtedness;
(v) payments of secured Indebtedness (other than Pari Passu Indebtedness) that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or in connection with a casualty or condemnation event related to such property or assets;
(vi) payments of Acquired Indebtedness;
(ivvii) prepayments of any Indebtedness incurred under Section 6.03(a)(G), (J) or (K) with any other Indebtedness incurred under Section 6.03(a)(G), (J) or (K), respectively;
(viii) payments of Indebtedness permitted under paragraph (c) of this Section 6.09;
(ix) the Birmingham Hospital Transactions;
(x) any payment or prepayment of Indebtedness of any Subsidiary acquired by Loan Party to another Loan Party;
(xi) Permitted Debt Activities;
(xii) repurchases, redemptions or prepayments of (A) $10,136,000 principal amount of 8.75% Convertible Senior Subordinated Notes due 2015 of Greenery Rehabilitation Group, Inc. and (B) $6,311,000 principal amount of 6.50% Convertible Subordinated Debentures due 2011 of Greenery Rehabilitation Group, Inc.;
(xiii) repurchases, redemptions or prepayments of Indebtedness of the Borrower or any Subsidiary in amounts that exists on in the date of aggregate do not exceed $10,000,000, if immediately prior to and immediately after giving effect to each such acquisitionrepurchase or prepayment, no Default shall have occurred and be continuing;
(vxiv) payments in respect after (A) the Borrower has delivered financial statements under Section 5.01(a)(i), 5.01(b)(ii) or 5.01(b)(iii) and (B) either all Interim Loans have been fully repaid or one year has passed since the Original Effective Date, repurchases, redemptions or prepayments of Indebtedness of the $567,750,000 Borrower or any Subsidiary in amounts that, in the aggregate principal and taken together with the aggregate amount of Indebtedness repurchased, redeemed or prepaid under the Borrower's 3.25immediately preceding clause (xiii), do not exceed the greater of $250,000,000 and 5% convertible subordinated debentures due 2003of Consolidated Tangible Assets of the Borrower as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 5.01 (or, prior to the delivery of any such financial statements, as of December 31, 2004) if immediately prior to and immediately after giving effect to each such repurchase or prepayment no Default shall have occurred and be continuing;
(vixv) mandatory payments repurchases, redemptions and prepayments of Pari Passu Indebtedness required to be made by the Borrower pursuant to the terms thereof as a Receivables Subsidiary on Third Party Securitiesresult of the occurrence of any event described in the definition of the term “Prepayment Event”; and
(viixvi) payments repurchases, redemptions and prepayments of Pari Passu Indebtedness not covered by any other clause of this Section 6.09(b) if made at the time thereof option of the Borrower; provided that no such repurchase, redemption or prepayment shall be made unless, substantially concurrently therewith, the Borrower shall have made a prepayment of the Term Loans pursuant to Section 2.11(a) in an aggregate amount equal to the Applicable Pari Passu Prepayment Percentage, determined immediately prior to such repurchase, redemption or prepayment, of the aggregate payment made to repurchase, redeem or prepay such Pari Passu Indebtedness. Notwithstanding the foregoing, the Borrower may, and may permit any of the Subsidiaries, to repurchase, redeem or prepay Indebtedness of the Borrower or any Subsidiary in amounts that in the aggregate do not exceed the aggregate amount of the Retained Divestiture Net Proceeds received since the Original Effective Date, if any, provided that immediately prior to and immediately after giving effect thereto to each such repurchase, redemption or prepayment, no Default shall have occurred and be continuing.
(c) The Borrower will not demand payment on, or permit any Subsidiary to prepay, any intercompany note of a Subsidiary that is not a Loan Party that is pledged under the Collateral and Guarantee Agreement except for (i) payments made for valid business reasons, (ii) payments in connection with the liquidation of such Subsidiaries for valid business reasons and (iii) Permitted Debt Activities.
Appears in 1 contract
Samples: Credit Agreement (Healthsouth Corp)
Restricted Payments; Certain Prepayments of Indebtedness. (a) The Borrower will shall not, nor will it and shall not permit any of the Subsidiaries to, declare or make, or agree to pay or makeits Subsidiaries, directly or indirectly, to make any Restricted Payment; provided, or incur however, that the Borrower may, and may permit any obligation (contingent or otherwise) to do soof its Subsidiaries to, except make Restricted Payments in the ordinary course of business if (i) Subsidiaries may declare at the time of and pay dividends after giving effect to such Restricted Payment no Default shall not have occurred and make other distributions ratably with respect to their Equity Interests (or as otherwise provided in their governing documents) be continuing and (ii) if at the time thereof amount of such Restricted Payment, when added to the aggregate amount of all Restricted Payments made during the same Fiscal Year, does not exceed the greater of $25,000,000 and after giving effect thereto no Default shall have occurred and be continuing, 1.5% of Consolidated Tangible Assets of the Borrower may make Restricted Paymentsas of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered after the Audit Report Date under Section 5.01(a)(ii) or 5.01(a)(iii).
(b) The Borrower will not, nor will it permit any of the Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation cancellation or termination of any such Indebtedness, except:
(i) payment payments of Indebtedness created under this Agreement;
(ii) payments of Indebtedness under the Senior Secured Credit Agreement and Refinancing Indebtedness in respect thereof;
(iii) mandatory payments of principal, premium and interest and principal as and when due in respect of any Indebtedness;
(iiiiv) any payment or prepayment of Indebtedness with the proceeds of Refinancing Indebtedness;
(v) payments of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;
(iv) payments of Indebtedness of any Subsidiary acquired by the Borrower or any Subsidiary that exists on the date of such acquisition;
(v) payments in respect of the $567,750,000 aggregate principal amount of the Borrower's 3.25% convertible subordinated debentures due 2003;
(vi) mandatory payments by a Receivables Subsidiary on Third Party Securities; and
(vii) payments of Indebtedness not covered by any other clause of this Section 6.09(b) if at the time thereof and after giving effect thereto no Default shall have occurred and be continuing.
Appears in 1 contract
Restricted Payments; Certain Prepayments of Indebtedness. (a) The Borrower will shall not, nor will it and shall not permit any of the Subsidiaries to, declare or make, or agree to pay or makeits Subsidiaries, directly or indirectly, to make any Restricted Payment; provided, or incur any obligation (contingent or otherwise) to do sohowever, except that (i) the Borrower may, and may permit any of its Subsidiaries may declare and pay dividends and to, make other distributions ratably with respect to their Equity Interests Restricted Payments in the ordinary course of business if (or as otherwise provided in their governing documentsA) and such Restricted Payment occurs after the first anniversary of the Effective Date, (iiB) if at the time thereof of and after giving effect thereto to such Restricted Payment no Default shall have occurred and be continuingcontinuing and (C) the amount of such Restricted Payment, when added to the aggregate amount of all Restricted Payments made during the same Fiscal Year, does not exceed the greater of $60,000,000 and 2.5% of Consolidated Tangible Assets of the Borrower as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 5.01 (or, prior to the delivery of any such financial statements, as of December 31, 2004) and (ii) the Borrower may make Restricted Payments(A) scheduled cash dividend payments at the times and to the extent required by the terms of the Preferred Stock (as in effect on the Effective Date) issued and sold in the Preferred Stock Offering and (B) cash payments at any time to reduce the accreted liquidation preference of such Preferred Stock as a result of previously unpaid dividends.
(b) The Borrower will not, nor will it permit any of the Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation cancellation or termination of any Indebtedness, except:
(i) payment payments of Indebtedness created under this Agreement or the Credit Agreement;
(ii) mandatory payments of principal, premium and interest and principal as and when due in respect of any Indebtedness;
(iii) any payment or prepayment of Indebtedness with the proceeds of Refinancing Indebtedness;
(iv) payments of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;
(iv) payments of Indebtedness of any Subsidiary acquired by the Borrower or any Subsidiary that exists on the date of in connection with a casualty or condemnation event related to such acquisitionproperty or assets;
(v) payments in respect of the $567,750,000 aggregate principal amount of the Borrower's 3.25% convertible subordinated debentures due 2003Acquired Indebtedness;
(vi) mandatory payments by a Receivables Subsidiary on Third Party Securities; andprepayments of any Indebtedness incurred under Section 6.03(a)(F), (I) or (J) with any other Indebtedness incurred under Section 6.03(a)(F), (I) or (J), respectively;
(vii) payments of intercompany Indebtedness that has been pledged as collateral under the Credit Agreement that are made for valid business reasons or in connection with the liquidation of Subsidiaries for valid business reasons;
(viii) the Birmingham Hospital Transactions;
(ix) any payment or prepayment of Indebtedness of any Loan Party to another Loan Party;
(x) Permitted Debt Activities;
(xi) repurchases, redemptions or prepayments of (A) $10,136,000 principal amount of 8.75% Convertible Senior Subordinated Notes due 2015 of Greenery Rehabilitation Group, Inc. and (B) $6,311,000 principal amount of 6.50% Convertible Subordinated Debentures due 2011 of Greenery Rehabilitation Group, Inc.;
(xii) repurchases, redemptions or prepayments of Indebtedness of the Borrower or any Subsidiary in amounts that in the aggregate do not covered by any other clause of this Section 6.09(b) exceed $12,000,000, if at the time thereof immediately prior to and immediately after giving effect thereto to each such repurchase or prepayment, no Default shall have occurred and be continuing; and
(xiii) after (A) the Borrower has delivered financial statements under Section 5.01(a)(i), 5.01(b)(ii) or 5.01(b)(iii) and (B) one year has passed since the Effective Date, repurchases, redemptions or prepayments of Indebtedness of the Borrower or any Subsidiary in amounts that, in the aggregate, do not exceed the greater of $120,000,000 and 5% of Consolidated Tangible Assets of the Borrower as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 5.01 (or, prior to the delivery of any such financial statements, as of December 31, 2004) if immediately prior to and immediately after giving effect to each such repurchase or prepayment no Default shall have occurred and be continuing.
Appears in 1 contract
Restricted Payments; Certain Prepayments of Indebtedness. (a) The Borrower will shall not, nor will it and shall not permit any of the Subsidiaries to, declare or make, or agree to pay or makeits Subsidiaries, directly or indirectly, to make any Restricted Payment; provided, or incur any obligation (contingent or otherwise) to do sohowever, except that (i) the Borrower may, and may permit any of its Subsidiaries may declare and pay dividends and to, make other distributions ratably with respect to their Equity Interests Restricted Payments in the ordinary course of business if (A) either all Interim Loans have been fully repaid or as otherwise provided in their governing documentssuch Restricted Payment occurs after the first anniversary of the Effective Date, (B) and (ii) if at the time thereof of and after giving effect thereto to such Restricted Payment no Default shall have occurred and be continuingcontinuing and (C) the amount of such Restricted Payment, when added to the aggregate amount of all Restricted Payments made during the same Fiscal Year, does not exceed the greater of $50,000,000 and 2.5% of Consolidated Tangible Assets of the Borrower as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 5.01 (or, prior to the delivery of any such financial statements, as of December 31, 2004) and (ii) the Borrower may make Restricted Payments(A) scheduled cash dividend payments at the times and to the extent required by the terms of the Preferred Stock (as in effect on the Effective Date) issued and sold in the Preferred Stock Offering and (B) cash payments at any time to reduce the accreted liquidation preference of such Preferred Stock as a result of previously unpaid dividends.
(b) The Borrower will not, nor will it permit any of the Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation cancellation or termination of any Indebtedness, except:
(i) payment payments of Indebtedness created under this Agreement;
(ii) payments of Interim Loans with proceeds of Preferred Stock issued and sold in the Preferred Stock Offering or Senior Notes;
(iii) mandatory payments of principal, premium and interest and principal as and when due in respect of any Indebtedness;
(iiiiv) any payment or prepayment of Indebtedness with the proceeds of Refinancing Indebtedness;
(v) payments of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or in connection with a casualty or condemnation event related to such property or assets;
(vi) payments of Acquired Indebtedness;
(ivvii) prepayments of any Indebtedness incurred under Section 6.03(a)(G), (J) or (K) with any other Indebtedness incurred under Section 6.03(a)(G), (J) or (K), respectively;
(viii) payments of Indebtedness permitted under clause (c) of this Section 6.09;
(ix) the Birmingham Hospital Transactions;
(x) any payment or prepayment of Indebtedness of any Subsidiary acquired by Loan Party to another Loan Party;
(xi) Permitted Debt Activities;
(xii) repurchases, redemptions or prepayments of (A) $10,136,000 principal amount of 8.75% Convertible Senior Subordinated Notes due 2015 of Greenery Rehabilitation Group, Inc. and (B) $6,311,000 principal amount of 6.50% Convertible Subordinated Debentures due 2011 of Greenery Rehabilitation Group, Inc.;
(xiii) repurchases, redemptions or prepayments of Indebtedness of the Borrower or any Subsidiary in amounts that exists on in the date of aggregate do not exceed $10,000,000, if immediately prior to and immediately after giving effect to each such acquisition;
(v) payments in respect of the $567,750,000 aggregate principal amount of the Borrower's 3.25% convertible subordinated debentures due 2003;
(vi) mandatory payments by a Receivables Subsidiary on Third Party Securitiesrepurchase or prepayment, no Default shall have occurred and be continuing; and
(viixiv) payments after (A) the Borrower has delivered financial statements under Section 5.01(a)(i), 5.01(b)(ii) or 5.01(b)(iii) and (B) either all Interim Loans have been fully repaid or one year has passed since the Effective Date, repurchases, redemptions or prepayments of Indebtedness of the Borrower or any Subsidiary in amounts that, in the aggregate and taken together with the aggregate amount of Indebtedness repurchased, redeemed or prepaid under the immediately preceding clause (xii), do not covered by exceed the greater of $100,000,000 and 5% of Consolidated Tangible Assets of the Borrower as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 5.01 (or, prior to the delivery of any other clause such financial statements, as of this Section 6.09(bDecember 31, 2004) if at the time thereof immediately prior to and immediately after giving effect thereto to each such repurchase or prepayment no Default shall have occurred and be continuing.
(c) The Borrower will not demand payment on, or permit any Subsidiary to prepay, any intercompany note of a Subsidiary that is not a Loan Party that is pledged under the Collateral and Guarantee Agreement except for (i) payments made for valid business reasons, (ii) payments in connection with the liquidation of such Subsidiaries for valid business reasons and (iii)
Appears in 1 contract
Samples: Credit Agreement (Healthsouth Corp)
