Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt (other than the Existing Subordinated Debt and Debt under the TBC Note), except: (i) regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any Subordination Agreement relating to such Debt (and a Senior Officer of Obligor Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (ii) full repayment of all obligations under the Subordinated Debt in connection with a refinancing thereof if the Refinancing Conditions have been satisfied; (b) Existing Subordinated Debt or Debt under the TBC Note except: (i) regularly scheduled payments of interest and fees, but only if immediately before and after giving effect to any such payment no Default or Event of Default exists or will occur (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such condition has been satisfied), (ii) full repayment of all obligations under the Existing Subordinated Debt in place on the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment, (iii) full or partial repayment of obligations under any Existing Subordinated Debt provided after the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment so long as (x) all Existing Subordinated Debt in place on the Closing Date has been paid in full before such repayment, (y) such repayment is only made if the net proceeds of the Liquidity Event are in excess of $30,000,000 and such repayment is in an amount not greater than such excess, and (z) at least $10,000,000 of the net proceeds of such Liquidity Event have been applied to repay the Obligations, (iv) full or partial repayment of the obligations under the TBC Note using the proceeds of a Second Lien Loan and contemporaneous with the closing of a Second Lien Loan, so long as (x) immediately before and after giving effect to any such repayment, no Default or Event of Default exists or will occur and (y) immediately after giving effect to any such repayment, Availability (taking into account the application of the net proceeds of such Second Lien Loan to the Obligations) is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied), and (v) any other full or partial repayment of the obligations under the TBC Note, so long as (x) immediately before and after giving effect to any such repayment no Default or Event of Default exists or will occur and (y) for each of the 30 days prior to giving effect so any such repayment and immediately after giving effect thereto, Availability is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied).
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (Turtle Beach Corp)
Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any
the Senior Note Debt, the Mortgage Loan Debt, the Second Lien Debt, the Convertible Note Debt and Refinancing Debt of any of the Senior Note Debt, the Mortgage Loan Debt, the Convertible Note Debt and the Second Lien Debt other than (a) Subordinated Debt payments of interest, fees and expenses due in the ordinary course, (other than b) regularly scheduled principal payments with respect to the Existing Subordinated Mortgage Loan Debt and Refinancing Debt under of the TBC Note)Mortgage Loan Debt and the Second Lien Debt, except:
(c) payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) of the Senior Note Debt, the Second Lien Debt, the Mortgage Loan Debt and the Convertible Note Debt derived solely from Refinancing Debt which meets the Refinancing Condition, (d) prepayments of the Second Lien Debt with the proceeds of Asset Dispositions, insurance proceeds and condemnation awards solely to the extent (i) regularly scheduled payments of principalthe Net Proceeds, interest and feesinsurance proceeds or condemnation awards, but only as applicable, were required to be applied to the extent permitted under any Subordination Agreement relating Obligations pursuant to such Debt (Section 5.2 hereof and a Senior Officer of Obligor Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied);
(ii) full repayment the Required Lenders (or other parties authorized hereunder, as applicable) and each of all obligations under the Subordinated Co-Collateral Agents have waived, forgiven or postponed for more than ten (10) Business Days (by way of amendment, consent or otherwise) such requirement; and (e) other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) of Senior Note Debt, Mortgage Loan Debt, Second Lien Debt, Convertible Note Debt in connection with a refinancing thereof if and Refinancing Debt of the Refinancing Conditions have been satisfied;
(b) Existing Subordinated Senior Note Debt, the Second Lien Debt, the Convertible Note Debt or Debt under and the TBC Note except:
Mortgage Loan Debt, so long as (i) regularly scheduled payments no Default or Event of interest Default shall have occurred and fees, but only if immediately before and be continuing or would result after giving effect to any such payment, (ii) Excess Availability on the date of the making of such payment no Default on a pro forma basis after giving effect to such payment, and projected Excess Availability on a pro forma basis for the upcoming twelve month period (after giving effect to such payment) is, in each case, greater than or Event equal to 25% of Default exists the lesser of (x) the Tranche A Revolver Commitments plus the Tranche A-1 Revolver Commitments or will occur (y) the Tranche A Borrowing Base, plus the Tranche A-1 Borrowing Base, (iii) as of the monthly fiscal period most recently then ended, the Consolidated Fixed Charge Coverage Ratio (on a pro forma trailing 12 fiscal month basis, giving effect to the making of such payment, and any Borrowings made in connection therewith, determined as though such payment and such Borrowings occurred on the first day of the twelve (12) fiscal month period ended prior to such payment) is not less than 1.1 to 1.00, and (iv) the Borrowers shall have provided the Agent with a Senior Officer of Borrower Agent shall certify to Agent certificate not less than then (10) days prior to the making of the such payment that such condition has been satisfied),
(ii) full repayment of all obligations under the Existing Subordinated Debt in place executed by a Senior Officer, evidencing compliance, on the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment,
(iii) full or partial repayment of obligations under any Existing Subordinated Debt provided after the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment so long as (x) all Existing Subordinated Debt in place on the Closing Date has been paid in full before such repaymentpro forma basis, (y) such repayment is only made if the net proceeds of the Liquidity Event are in excess of $30,000,000 and such repayment is in an amount not greater than such excess, and (z) at least $10,000,000 of the net proceeds of such Liquidity Event have been applied to repay the Obligations,
(iv) full or partial repayment of the obligations under the TBC Note using the proceeds of a Second Lien Loan and contemporaneous with the closing of a Second Lien Loan, so long as (x) immediately before and after giving effect to any such repaymentpayment, no Default or Event of Default exists or will occur with the requirements set forth in clauses (d)(ii) and (yd)(iii) immediately after giving effect to any such repayment, Availability (taking into account the application of the net proceeds of such Second Lien Loan to the Obligations) is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied), and
(v) any other full or partial repayment of the obligations under the TBC Note, so long as (x) immediately before and after giving effect to any such repayment no Default or Event of Default exists or will occur and (y) for each of the 30 days prior to giving effect so any such repayment and immediately after giving effect thereto, Availability is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfiedabove).
Appears in 1 contract
Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any
the Senior Note Debt, the Mortgage Loan Debt and Refinancing Debt of the Senior Note Debt and the Mortgage Loan Debt other than (a) Subordinated Debt payments of interest, fees and expenses due in the ordinary course, (other than b) regularly scheduled principal payments with respect to the Existing Subordinated Mortgage Loan Debt and Refinancing Debt under of the TBC Note)Mortgage Loan Debt, except:
(c) payments of the Senior Note Debt and Mortgage Loan Debt derived solely from Refinancing Debt which meets the Refinancing Condition and (d) other payments of Senior Note Debt, Mortgage Loan Debt and Refinancing Debt of the Senior Note Debt and the Mortgage Loan Debt, so long as (i) regularly scheduled payments where such payment is not made with proceeds of principal, interest an offering of the equity securities of the Parent (A) no Default or Event of Default shall have occurred and fees, but only to the extent permitted under any Subordination Agreement relating to such Debt (and a Senior Officer of Obligor Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied);
(ii) full repayment of all obligations under the Subordinated Debt in connection with a refinancing thereof if the Refinancing Conditions have been satisfied;
(b) Existing Subordinated Debt be continuing or Debt under the TBC Note except:
(i) regularly scheduled payments of interest and fees, but only if immediately before and would result after giving effect to any such payment, (B) Excess Availability on the date of the making of such payment, and projected Excess Availability for the upcoming twelve month period is, in each case, greater than or equal to $200,000,000, (C) as of the monthly fiscal period most recently then ended, the Consolidated Fixed Charge Coverage Ratio (consolidated on a pro forma basis giving effect to the making of such payment) is not less than 1.5:1.0, and (D) the Borrowers shall have provided the Agent with a certificate not less than then (10) days prior to the making of such payment executed by a Senior Officer, evidencing compliance, on a pro forma basis, after giving effect to such payment, with the requirements set forth in clauses (d)(i)(A), (d)(i)(B) and (d)(i)(C) above) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Agent) and (ii) where such payment is made with proceeds of an offering of the equity securities of the Parent, (A) no Default or Event of Default exists shall have occurred and be continuing or will occur (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such condition has been satisfied),
(ii) full repayment of all obligations under the Existing Subordinated Debt in place on the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment,
(iii) full or partial repayment of obligations under any Existing Subordinated Debt provided after the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment so long as (x) all Existing Subordinated Debt in place on the Closing Date has been paid in full before such repayment, (y) such repayment is only made if the net proceeds of the Liquidity Event are in excess of $30,000,000 and such repayment is in an amount not greater than such excess, and (z) at least $10,000,000 of the net proceeds of such Liquidity Event have been applied to repay the Obligations,
(iv) full or partial repayment of the obligations under the TBC Note using the proceeds of a Second Lien Loan and contemporaneous with the closing of a Second Lien Loan, so long as (x) immediately before and would result after giving effect to any such repaymentpayment, no Default (B) Excess Availability on the date of the making of such payment, and projected Excess Availability for the upcoming twelve month period is, in each case, greater than or Event of Default exists or will occur equal to $150,000,000 and (yC) immediately after giving effect to any such repayment, Availability (taking into account the application of Borrowers shall have provided the net proceeds of such Second Lien Loan to the Obligations) is in an amount Agent with a certificate not less than 20% of the Revolver Commitments then (and a Senior Officer of Borrower Agent shall certify to Agent 10) days prior to the making of the such payment that such conditions have been satisfied)executed by a Senior Officer, and
(v) any other full or partial repayment of the obligations under the TBC Noteevidencing compliance, so long as (x) immediately before and on a pro forma basis, after giving effect to any such repayment no Default or Event of Default exists or will occur payment, with the requirements set forth in clauses (d)(ii)(A) and (yd)(ii)(B) for each of the 30 days prior to giving effect so any such repayment and immediately after giving effect thereto, Availability is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfiedabove).
Appears in 1 contract
Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any
(a) any Subordinated Debt (other than the Existing Subordinated Debt and Debt under the TBC Note)Debt, except:
(i) except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any Subordination Agreement subordination agreement relating to such Debt (and a Senior Officer of Obligor Agent the Company shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfiedsatisfied or waived);
; (b) the Existing Senior Notes, other than (i) payment of regularly scheduled interest and reimbursement for fees and expenses of the trustee as provided therein, (ii) full repayment of all obligations under the Subordinated Debt in connection with a refinancing thereof if replacing the Existing Senior Notes with Refinancing Debt, provided that the Refinancing Conditions have been satisfied;
are met or (biii) in connection with replacing the Existing Subordinated Debt or Debt Senior Notes with transactions contemplated under the TBC Note except:
Second Lien Term Loan Agreement or the Third Lien Indenture; (c) the Second Lien Term Loans, other than (i) payment of regularly scheduled interest payments of interest and fees, but only if immediately before reimbursement for fees and after giving effect to any such payment no Default or Event of Default exists or will occur (expenses as provided therein and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such condition has been satisfied),
(ii) full repayment in connection with replacing the Second Lien Notes with Refinancing Debt, provided that the Refinancing Conditions are met; or (d) the Third Lien Notes, other than (i) capitalization of all obligations under interest with respect to each of the Existing Subordinated Debt in place on the Closing Date using the proceeds February 15, 2010, August 15, 2010 and February 15, 2011 interest payment dates, (ii) payment of a Liquidity Event which is consummated contemporaneously with such repayment,
regularly scheduled interest payments thereafter and reimbursement for fees and expenses as provided therein, and (iii) full in connection with replacing the Third Lien Notes with Refinancing Debt, provided that the Refinancing Conditions are met. Notwithstanding anything to the contrary contained herein or partial repayment of obligations under in any Existing Subordinated Debt provided after the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment so long as (x) all Existing Subordinated Debt other Loan Document, in place no event shall there be any restriction on the Closing Date has been paid in full before such repayment, (y) such repayment is only made if the net proceeds ability of the Liquidity Event are in excess of $30,000,000 and such repayment is in an amount not greater than such excess, and (z) at least $10,000,000 of the net proceeds of such Liquidity Event have been applied Subsidiaries or Obligors to repay the Obligations,
(iv) full or partial repayment of the obligations under the TBC Note using the proceeds of a Second Lien Loan and contemporaneous with the closing of a Second Lien Loan, so long as (x) immediately before and after giving effect to any such repayment, no Default or Event of Default exists or will occur and (y) immediately after giving effect to any such repayment, Availability (taking into account the application of the net proceeds of such Second Lien Loan intercompany Debt owed to the Obligations) is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied), and
(v) any other full or partial repayment of the obligations under the TBC Note, so long as (x) immediately before and after giving effect to any such repayment no Default or Event of Default exists or will occur and (y) for each of the 30 days prior to giving effect so any such repayment and immediately after giving effect thereto, Availability is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied)Company.”
Appears in 1 contract
Samples: Loan and Security Agreement (Commercial Vehicle Group, Inc.)
Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any
(a) Subordinated Debt (other than the Existing Subordinated Debt and Debt under Debt, except as set forth in the TBC Note), except:
(i) regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any Subordination Intercreditor Agreement relating to such Debt or herein (and a Senior Officer of Obligor Borrower Agent shall certify to AgentAgent in writing, not less than five 5 Business Days prior to the date of payment, that all conditions under such agreement Intercreditor Agreement or hereunder have been satisfied);
(ii) full repayment of all obligations under the Subordinated Debt in connection with a refinancing thereof if the Refinancing Conditions have been satisfied;
; or (b) any Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Agent). Notwithstanding the above:
(a) the Existing Subordinated Debt or Debt Lenders may (1) at any time exercise any and all rights under the TBC Note except:
Existing Subordinated Debt Documents to convert or redeem any of the Existing Subordinated Debt Notes into common equity of the Borrower Agent, and (i2) regularly scheduled payments of interest and fees, but only if immediately before and after giving effect to any such payment so long as no Default or Event of Default exists or will occur (exist as a result thereof, receive payment of principal and a Senior Officer regularly scheduled interest, in cash, at the final scheduled maturity date of Borrower Agent shall certify to Agent prior to the making of the payment that such condition has been satisfied),
(ii) full repayment of all obligations under the Existing Subordinated Debt in place on the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment,Obligations; and
(iiib) full or partial repayment of obligations under any Existing Subordinated Debt provided after the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment so long as (x) all Existing Subordinated Debt in place on the Closing Date has been paid in full before such repayment, (y) such repayment is only made if the net proceeds of the Liquidity Event are in excess of $30,000,000 and such repayment is in an amount not greater than such excess, and (z) at least $10,000,000 of the net proceeds of such Liquidity Event have been applied to repay the Obligations,
(iv) full or partial repayment of the obligations under the TBC Note using the proceeds of a Second Lien Loan and contemporaneous with the closing of a Second Lien Loan, so long as (x) immediately before and after giving effect to any such repayment, no Default or Event of Default exists or will occur exist as a result thereof and (y) immediately after giving effect to any such repayment, Availability (taking into account the application of the net proceeds of such Second Lien Loan to the Obligations) is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied), and
(v) any other full or partial repayment of the obligations under the TBC Note, so long as (x) immediately before and after giving effect to such payment Availability exceeds $3,000,000, the Existing Subordinated Debt Lenders shall have the right to cause the Borrower Agent to redeem, and the Borrower Agent shall redeem up to the following principal amount(s) of Existing Subordinated Debt Notes on each of the following redemption dates by delivering written notice of the exercise of such right to the Borrower Agent no later than the August 8th prior to the redemption dates: (i) up to $8,330,000 on August 31, 2006 (“First Redemption Date”), (ii) up to $9,230,000 on August 31, 2007 (“Second Redemption Date”), and (iii) up to $8,330,000 on September 2, 2008 (“Third Redemption Date”, and together with the First Redemption Date and the Second Redemption Date, collectively, the “Redemption Dates”).
(i) If the Existing Subordinated Debt Lenders elect to redeem any of the Existing Subordinated Debt Notes on the applicable Redemption Dates, the Existing Subordinated Debt Lenders will be required to first use at least $5,000,000 of cash collateral supporting the Existing Subordinated Debt Letter of Credit as repayment proceeds for the First Redemption Date and Second Redemption Date, respectively, to consummate the redemption; provided, that such repayment Existing Subordinated Debt Letter of Credit is automatically reduced by the amount of any cash collateral which is released;
(ii) In the event the Borrower Agent is required to redeem any portion of the Existing Subordinated Debt Notes on one of the applicable Redemption Dates, which redemption, under the terms of the Existing Subordinated Debt Documents, (i) triggers the release of cash collateral for the Existing Subordinated Debt Letter of Credit and (ii) thereby reduces the Existing Subordinated Debt Letter of Credit by a corresponding amount of such released cash collateral, the Existing Subordinated Debt Lenders shall be permitted a right of redemption for an amount up to the additional $3,330,000 then called for redemption on the applicable Redemption Date, so long as (A) no greater than (1) $3,330,000 of redemption proceeds, on the First Redemption Date, and (2) $4,230,000 of redemption proceeds, on the Second Redemption Date, are derived from Borrowings hereunder, (B) the Borrower Agent has met the conditions referenced in Section 10.2.8(b)(iii) below, (C) with respect to the applicable Redemption Date, the Existing Subordinated Debt Lenders have used at least $5,000,000 of cash collateral securing the Existing Subordinated Debt Letter of Credit towards redemption of the Existing Subordinated Debt Notes on such specific Redemption Date (with the corresponding reduction to the Existing Subordinated Debt Letter of Credit), and (D) no Default or Event of Default exists then exists, or will occur would result from such payment;
(iii) The redemption conditions referenced above shall be: (i) with respect to the First Redemption Date, the Borrower Agent meeting one hundred percent (100%) of its budgeted EBITDA as disclosed to the Agent on the date hereof for the trailing six-month period ending on June 30, 2006, as evidenced by the delivery of financial statements in compliance with Section 10.1.2 together with a certificate signed by the chief financial officer of the Borrower Agent certifying as to such evidence, and (yii) with respect to the Second Redemption Date, the Borrower Agent meeting the requirements set out in clause (i) above and meeting at least ninety percent (90%) of its budgeted EBITDA as disclosed to the Agent on the date hereof for each the trailing twelve-month period ending on June 30, 2007, as evidenced by the delivery of financial statements in compliance with Section 10.1.2 together with a certificate signed by the chief financial officer of the 30 days prior to giving effect so any such repayment and immediately after giving effect thereto, Availability is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify certifying as to Agent prior to the making of the payment that such conditions have been satisfied)evidence.
Appears in 1 contract
Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any
any (a) Subordinated Debt (other than the Existing Subordinated Debt and Debt under the TBC Note)Debt, except:
(i) except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any Subordination Agreement subordination agreement relating to such Debt (and a Senior Officer of Obligor Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied);
(ii) full repayment of all obligations under the Subordinated Debt in connection with a refinancing thereof if the Refinancing Conditions have been satisfied;
; (b) Existing Subordinated Borrowed Money (other than the Obligations, the Debt evidenced by the Senior Secured Notes Documents or Debt any Senior Notes Refinancing Debt, the 2012 Senior Notes Debt, or the 2013 Senior Notes Debt) prior to its due date under the TBC Note except:
(i) regularly scheduled payments of interest and fees, but only if immediately before and after giving agreements evidencing such Debt as in effect to any such payment no Default or Event of Default exists or will occur (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such condition has been satisfied),
(ii) full repayment of all obligations under the Existing Subordinated Debt in place on the Closing Date using (or as amended thereafter with the proceeds consent of a Liquidity Event which is consummated contemporaneously with such repayment,
the Required Lenders); (iiic) full Debt evidenced by the Senior Secured Notes Documents, any Senior Notes Refinancing Debt, any 2012 Senior Notes Debt, or partial repayment of obligations under any Existing Subordinated Debt provided after 2013 Senior Notes Debt, except (i) mandatory payments due thereunder as in effect on the Closing Date using (or, with respect to the proceeds 2012 Senior Notes Debt and 2013 Senior Notes Debt, as in effect on the date of a Liquidity Event which is consummated contemporaneously incurrence of such Debt, or as amended thereafter with the consent of the Required Lenders), and (ii) voluntary prepayments on such repayment Debt so long as (xA)(1) all Existing Subordinated Debt in place on the Closing Date has been paid in full before such repayment, (y) such repayment is only made if the net proceeds of the Liquidity Event are in excess of $30,000,000 and such repayment is in an amount not greater than such excess, and (z) at least $10,000,000 of the net proceeds of such Liquidity Event have been applied to repay the Obligations,
(iv) full or partial repayment of the obligations under the TBC Note using the proceeds of a Second Lien Loan and contemporaneous with the closing of a Second Lien Loan, so long as (x) immediately before and after giving effect to any such repayment, no Default or Event of Default exists or will occur and exists, (y2) Excess Availability is greater than an amount equal to 25% of the aggregate Revolver Commitments immediately after giving effect to any such repaymentprepayment, and (3) Borrowers shall have delivered to Agent five Business Days’ prior written notice of any such prepayment accompanied by detailed calculations confirming that Borrowers are in compliance with the requirements set forth in this clause (c)(ii)(A); or (B) if Excess Availability (taking into account the application of the net proceeds of such Second Lien Loan is less than or equal to the Obligations) is in an amount not less than 20equal to 25% of the aggregate Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied), and
(v) any other full or partial repayment of the obligations under the TBC Note, so long as (x) immediately before and after giving effect to any such repayment prepayment, (1) no Default or Event of Default exists exists, (2) Excess Availability is greater than an amount equal to 17.5% of the aggregate Revolver Commitments immediately after giving effect to any such prepayment, (3) on a pro forma basis the Fixed Charge Coverage Ratio, measured on a trailing twelve (12) month basis after giving effect to any such prepayment and recomputed for the most recent month for which financial statements have been delivered to Agent, is greater than 1.0 to 1.0, and (4) Borrowers shall have delivered to Agent five Business Days prior written notice of any such prepayment accompanied by detailed calculations confirming that Borrowers are in compliance with the requirements set forth in this clause (c)(ii)(B); and (d) payments (other than those set forth in clause (a) above) on intercompany loans, except (i) payments by an Obligor to a Borrower, and (ii) repayment by Tapco of the Kleer Acquisition Loan so long as (A) such repayment is made solely using proceeds of a substantially contemporaneous capital contribution from Parent and (B) Borrowers have received capital contributions from Parent in an amount no less than an amount equal to the aggregate purchase consideration payable (including deferred payment obligations) in respect of the Kleer Acquisition in accordance with Section 10.1.10; provided, however, that for purposes of the foregoing clause (c) of this Section 10.2.8, no mandatory prepayments shall be made to the extent such prepayments are required on account of sales of Revolver Priority Collateral. For clarification, payments by Parent under the Senior Secured Notes Documents and the documents governing the Senior Notes Refinancing Debt, the 2012 Senior Notes Debt, or will occur the 2013 Senior Notes Debt shall not constitute a payment by Borrowers under guarantees of such Debt that would constitute a breach of this Section 10.2.8. Notwithstanding anything contained in this Agreement to the contrary, for purposes of determining the amount of a mandatory prepayment that shall be deemed to be required to be made on account of a sale of Revolver Priority Collateral, such amount shall equal the lesser of (x) the total proceeds of such sale of Revolver Priority Collateral, and (y) for each the greater of (i) the 30 days prior to giving effect so any value of such repayment and immediately after giving effect thereto, Availability is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior assets attributed to the making Borrowing Base and (ii) net book value of such assets recorded on the payment that applicable Obligor’s books in accordance with GAAP, in each case for this clause (y), as assessed on the date of such conditions have been satisfied)asset sale.
Appears in 1 contract
Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any
the Senior Note Debt, the Mortgage Loan Debt, any Junior Debt, the Convertible Note Debt and Refinancing Debt of any of the Senior Note Debt, the Mortgage Loan Debt, the Convertible Note Debt and any Junior Debt other than (a) Subordinated Debt payments of interest, fees and expenses due in the ordinary course, (other than b) regularly scheduled principal payments with respect to the Existing Subordinated Mortgage Loan Debt and Refinancing Debt under of the TBC Note)Mortgage Loan Debt, except:
(c) payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) of the Senior Note Debt, any Junior Debt, the Mortgage Loan Debt and the Convertible Note Debt derived solely from Refinancing Debt which meets the Refinancing Condition, (d) prepayments of any Junior Debt with the proceeds of Asset Dispositions, insurance proceeds and condemnation awards solely to the extent (i) regularly scheduled payments of principalthe Net Proceeds, interest and feesinsurance proceeds or condemnation awards, but only as applicable, were required to be applied to the extent permitted under any Subordination Agreement relating Obligations pursuant to such Debt (Section 5.2 hereof and a Senior Officer of Obligor Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied);
(ii) full repayment the Required Lenders (or other parties authorized hereunder, as applicable) and each of all obligations under the Subordinated Co-Collateral Agents have waived, forgiven or postponed for more than ten (10) Business Days (by way of amendment, consent or otherwise) such requirement, and (e) other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) of Senior Note Debt, Mortgage Loan Debt, Junior Debt, Convertible Note Debt in connection with a refinancing thereof if and Refinancing Debt of the Refinancing Conditions have been satisfied;
(b) Existing Subordinated Senior Note Debt, any Junior Debt, the Convertible Note Debt or Debt under and the TBC Note except:
Mortgage Loan Debt, so long as (i) regularly scheduled payments no Default or Event of interest Default shall have occurred and fees, but only if immediately before and be continuing or would result after giving effect to any such payment, (ii) Excess Availability on the date of the making of such payment no Default on a pro forma basis after giving effect to such payment, and projected Excess Availability on a pro forma basis for the upcoming twelve month period (after giving effect to such payment), measured as of the last day of each fiscal month during such twelve month period, is, in each case, greater than or Event equal to 17.5% of Default exists the lesser of (x) the aggregate Commitments as of the last day of each fiscal month during such twelve month period and (y) the Aggregate Borrowing Base as of the last day of each fiscal month during such twelve month period, (iii) as of the monthly fiscal period most recently then ended, the Consolidated Fixed Charge Coverage Ratio (on a pro forma trailing 12 fiscal month basis, giving effect to the making of such payment, and any Borrowings made in connection therewith, determined as though such payment and such Borrowings occurred on the first day of the twelve (12) fiscal month period ended prior to such payment) is greater than or will occur equal to 1.00 to 1.00, and (and iv) the Borrowers shall have provided the Agent with a Senior Officer of Borrower Agent shall certify to Agent certificate not less than then (10) days prior to the making of the such payment that such condition has been satisfied),
(ii) full repayment of all obligations under the Existing Subordinated Debt in place on the Closing Date using the proceeds of executed by a Liquidity Event which is consummated contemporaneously with such repayment,
(iii) full or partial repayment of obligations under any Existing Subordinated Debt provided after the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment so long as (x) all Existing Subordinated Debt in place on the Closing Date has been paid in full before such repayment, (y) such repayment is only made if the net proceeds Senior Officer of the Liquidity Event are in excess of $30,000,000 and such repayment is in an amount not greater than such excessBorrower Agent, and (z) at least $10,000,000 of the net proceeds of such Liquidity Event have been applied to repay the Obligations,
(iv) full or partial repayment of the obligations under the TBC Note using the proceeds of evidencing compliance, on a Second Lien Loan and contemporaneous with the closing of a Second Lien Loanpro forma basis, so long as (x) immediately before and after giving effect to any such repaymentpayment, no Default or Event of Default exists or will occur with the requirements set forth in clauses (e)(ii) and (ye)(iii) immediately after giving effect to any such repayment, Availability (taking into account the application of the net proceeds of such Second Lien Loan to the Obligations) is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied), and
(v) any other full or partial repayment of the obligations under the TBC Note, so long as (x) immediately before and after giving effect to any such repayment no Default or Event of Default exists or will occur and (y) for each of the 30 days prior to giving effect so any such repayment and immediately after giving effect thereto, Availability is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfiedabove).
Appears in 1 contract
Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any
(i) any Debt that is not permitted to be made by Section 10.2.8 of the First Lien Loan Agreement prior to the Restatement Date or (ii) the Senior Note Debt, the Mortgage Loan Debt, the Convertible Note Debt and Refinancing Debt of any of the Senior Note Debt and the Mortgage Loan Debt and the Convertible Note Debt (in each case whether before or after the Restatement Date) other than under this clause (ii) (a) Subordinated Debt payments of interest, fees and expenses due in the ordinary course, (other than b) regularly scheduled principal payments with respect to the Existing Subordinated Mortgage Loan Debt and Refinancing Debt under of the TBC Note)Mortgage Loan Debt, except:
(c) payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) of the Senior Note Debt, the Mortgage Loan Debt and the Convertible Note Debt derived solely from Refinancing Debt which meets the Refinancing Condition, (d) other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) of Senior Note Debt, the Mortgage Loan Debt and the Convertible Note Debt and Refinancing Debt of the Senior Note Debt, the Convertible Note Debt and the Mortgage Loan Debt, so long as (i) regularly scheduled payments no Default or Event of principal, interest Default shall have occurred and fees, but only to the extent permitted under any Subordination Agreement relating to such Debt (and a Senior Officer of Obligor Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied);
(ii) full repayment of all obligations under the Subordinated Debt in connection with a refinancing thereof if the Refinancing Conditions have been satisfied;
(b) Existing Subordinated Debt be continuing or Debt under the TBC Note except:
(i) regularly scheduled payments of interest and fees, but only if immediately before and would result after giving effect to any such payment, (ii) at any time prior to the Bank Loan Termination Date, Excess Availability on the date of the making of such payment no Default on a pro forma basis after giving effect to such payment, and projected Excess Availability on a pro forma basis for the upcoming twelve month period (after giving effect to such payment) is, in each case, greater than or Event equal to 21% of Default exists the lesser of (x) the Tranche A Revolver Commitments plus the Tranche A-1 Revolver Commitments or will occur (y) the Tranche A Borrowing Base, plus the Tranche A-1 Borrowing Base, (iii) at any time prior to the Bank Loan Termination Date, as of the monthly fiscal period most recently then ended, the Consolidated Fixed Charge Coverage Ratio (on a pro forma trailing 12 fiscal month basis, giving effect to the making of such payment, and any Debt under the First Lien Debt Documents incurred in connection therewith, determined as though such payment and Debt under the First Lien Debt Documents had been incurred on the first day of the twelve (12) fiscal month period ended prior to such payment) is not less than 0.90 to 1.00, and (iv) the Borrowers shall have provided the Agent with a Senior Officer of Borrower Agent shall certify to Agent certificate not less than then (10) days prior to the making of the such payment that such condition has been satisfied),
(ii) full repayment of all obligations under the Existing Subordinated Debt in place executed by a Senior Officer, evidencing compliance, on the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment,
(iii) full or partial repayment of obligations under any Existing Subordinated Debt provided after the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment so long as (x) all Existing Subordinated Debt in place on the Closing Date has been paid in full before such repaymentpro forma basis, (y) such repayment is only made if the net proceeds of the Liquidity Event are in excess of $30,000,000 and such repayment is in an amount not greater than such excess, and (z) at least $10,000,000 of the net proceeds of such Liquidity Event have been applied to repay the Obligations,
(iv) full or partial repayment of the obligations under the TBC Note using the proceeds of a Second Lien Loan and contemporaneous with the closing of a Second Lien Loan, so long as (x) immediately before and after giving effect to any such repaymentpayment, no Default or Event of Default exists or will occur with the requirements set forth in clauses (d)(ii) and (yd)(iii) immediately after giving effect to any such repayment, Availability (taking into account the application of the net proceeds of such Second Lien Loan to the Obligations) is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied), and
(v) any other full or partial repayment of the obligations under the TBC Note, so long as (x) immediately before and after giving effect to any such repayment no Default or Event of Default exists or will occur and (y) for each of the 30 days prior to giving effect so any such repayment and immediately after giving effect thereto, Availability is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfiedabove).
Appears in 1 contract
Samples: Second Lien Loan and Security Agreement (Bon Ton Stores Inc)
Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any
the Senior Note Debt, the Mortgage LoanConvertible Note Debt, any Junior Debt, the Convertible Note Debt and Refinancing Debt of any of the Senior Note Debt, the Mortgage Loan Debt, the Convertible Note Debt andor any Junior Debt other than (a) Subordinated Debt payments of interest, fees and expenses due in the ordinary course, (other than b) regularly scheduled principal payments with respect to the Existing Subordinated Mortgage Loan Debt and Refinancing Debt under of the TBC Note)Mortgage Loan Debt[reserved], except:
(c) payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) of the Senior Note Debt, any Junior Debt, the Mortgage Loan Debt and the Convertible Note Debt, or any Junior Debt and derived solely from Refinancing Debt which meets the Refinancing Condition, (d) prepayments of any Junior Debt with the proceeds of Asset Dispositions, insurance proceeds and condemnation awards solely to the extent (i) regularly scheduled payments of principalthe Net Proceeds, interest and feesinsurance proceeds or condemnation awards, but only as applicable, were required to be applied to the extent permitted under any Subordination Agreement relating Obligations pursuant to such Debt (Section 5.2 hereof and a Senior Officer of Obligor Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied);
(ii) full repayment the Required Lenders (or other parties authorized hereunder, as applicable) and each of all obligations under the Subordinated Co-Collateral Agents have waived, forgiven or postponed for more than ten (10) Business Days (by way of amendment, consent or otherwise) such requirement, and (e) other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) of Senior Note Debt, Mortgage Loan Debt, Junior Debt, Convertible Note Debt in connection with a refinancing thereof if and Refinancing Debt of the Refinancing Conditions have been satisfied;
(b) Existing Subordinated Senior Note Debt, any Junior Debt, and the Convertible Note Debt or Debt under and the TBC Note except:
Mortgage Loan Debt, so long as (i) regularly scheduled payments no Default or Event of interest Default shall have occurred and fees, but only if immediately before and be continuing or would result after giving effect to any such payment, (ii) Excess Availability on the date of the making of such payment no Default on a pro forma basis after giving effect to such payment, and projected Excess Availability on a pro forma basis for the upcoming six month period (after giving effect to such payment), measured as of the last day of each fiscal month during such six month period, is, in each case, greater than or Event equal to 15% of Default exists the lesser of (x) the aggregate Commitments as of the date of such payment and last day of each fiscal month during such six month period and (y) the Aggregate Borrowing Base as of the date of such payment and the last day of each fiscal month during such six month period, (iii) as of the monthly fiscal period most recently then ended, the Consolidated Fixed Charge Coverage Ratio (on a pro forma trailing 12 fiscal month basis, giving effect to the making of such payment, and any Borrowings made in connection therewith, determined as though such payment and such Borrowings occurred on the first day of the twelve fiscal month period ended prior to such payment) is greater than or will occur equal to 1.00 to 1.00; provided that this clause (iii) shall not be applicable in the event that Excess Availability on the date of the making of such payment on a pro forma basis after giving effect to such payment, and projected Excess Availability on a Senior Officer pro forma basis for the upcoming six month period (after giving effect to such payment), measured as of Borrower the last day of each fiscal month during such six month period, is, in each case, greater than or equal to 30% of the lesser of (x) the aggregate Commitments as of the date of such payment and last day of each fiscal month during such six month period and (y) the Aggregate Borrowing Base as of the date of such payment and the last day of each fiscal month during such six month period and (iv) the Borrowers shall have provided the Agent shall certify to Agent with a certificate not less than then (10) days prior to the making of the such payment that such condition has been satisfied),
(ii) full repayment of all obligations under the Existing Subordinated Debt in place on the Closing Date using the proceeds of executed by a Liquidity Event which is consummated contemporaneously with such repayment,
(iii) full or partial repayment of obligations under any Existing Subordinated Debt provided after the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment so long as (x) all Existing Subordinated Debt in place on the Closing Date has been paid in full before such repayment, (y) such repayment is only made if the net proceeds Senior Officer of the Liquidity Event are in excess of $30,000,000 and such repayment is in an amount not greater than such excessBorrower Agent, and (z) at least $10,000,000 of the net proceeds of such Liquidity Event have been applied to repay the Obligations,
(iv) full or partial repayment of the obligations under the TBC Note using the proceeds of evidencing compliance, on a Second Lien Loan and contemporaneous with the closing of a Second Lien Loanpro forma basis, so long as (x) immediately before and after giving effect to such payment, with the requirements set forth in clauses (e)(ii) and (e)(iii) above). Notwithstanding this Section 10.2.8 or anything to the contrary contained herein or in any other Loan Document, the Obligors shall be permitted to repay, redeem, retire, defease or otherwise refinance all or any portion of Bon-Ton’s existing Senior Note Debt consisting of 10.625% senior notes due in 2017 at any time on or prior to January 28, 2017 so long as, at the time of any such repaymentprepayment and after giving pro forma effect thereto, no Default or Event of Default exists shall have occurred and be continuing and Excess Availability is greater than or will occur equal to 30% of the lesser of: (x) the aggregate Commitments at such time and (y) immediately after giving effect to any the Aggregate Borrowing Base at such repayment, Availability (taking into account the application of the net proceeds of such Second Lien Loan to the Obligations) is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied), and
(v) any other full or partial repayment of the obligations under the TBC Note, so long as (x) immediately before and after giving effect to any such repayment no Default or Event of Default exists or will occur and (y) for each of the 30 days prior to giving effect so any such repayment and immediately after giving effect thereto, Availability is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied)time.
Appears in 1 contract
Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any:
(a) Subordinated Debt Value Lighting Earnout Payments, unless the Borrower Agent has certified to Lender within five (5) Business Days prior to the making of such payment, that the Value Lighting Earnout Payment Conditions have been and will continue to be satisfied;
(b) Value Lighting Merger Agreement Subsequent Payment, unless such payment is made in shares of capital stock of RLT as permitted by Section 1.4(b) of the Value Lighting Merger Agreement, in effect as of the Closing Date;
(c) Tri-State Earnout Payments, unless the Borrower Agent has certified to Lender within five (5) Business Days prior to the making of such payment, that the Tri-State Earnout Payment Conditions have been and will continue to be satisfied;
(d) any payment under the Tri-State Agreement, other than the Existing Subordinated Debt and Debt under Tri-State Agreement Subsequent Payment, which Tri-State Agreement Subsequent Payment may be paid in cash on the TBC Note)Closing Date;
(e) Aston Debt, exceptexcept that the Borrowers may:
(i) on the Closing Date, make a payment consisting of principal on the Aston Debt and all Accrued Interest (as defined in the Aston Note) in the aggregate amount of $3,249,000;
(ii) make regularly scheduled payments of interest on the Aston Debt so long as before and after giving effect to such payment, no Event of Default shall have occurred and be continuing; and
(iii) make regularly scheduled payments of principal, but not prepayments, on the Aston Debt so long as:
(A) such payment is (1) made with the proceeds of an Equity Issuance on terms and conditions satisfactory to the Lender, (2) made pursuant to a conversion of all or any portion of the Aston Debt to Equity Interests in RLT on terms and conditions satisfactory to the Lender, or (3) made with the proceeds of a capital infusion made by Aston to RLT on terms and conditions satisfactory to the Lender; provided that each of the (1), (2) and (3) shall be consummated reasonably contemporaneously with the proposed payment to Aston, or
(B) the Borrower Agent has certified to Lender within five (5) Business Days prior to the making of such payment, that the Additional Debt Principal Payment Conditions have been and will continue to be satisfied.
(f) the DPI/Epiphany Debt, except that the Borrowers may:
(i) make regularly scheduled payments of interest on the DPI/Epiphany Debt so long as before and feesafter giving effect to such payment, no Event of Default shall have occurred and be continuing; and
(ii) make regularly scheduled payments of principal, but only not prepayments, on the DPI/Epiphany Debt so long as:
(A) such payment is (1) made with the proceeds of an Equity Issuance on terms and conditions satisfactory to the Lender, or (2) made pursuant to a conversion of all or any portion of the DPI/Epiphany Debt in Equity Interests in RLT on terms and conditions satisfactory to the Lender; provided that each of the (1) and (2) shall be consummated reasonably contemporaneously with the proposed payment to Epiphany and/or DPI, or
(B) the Borrower Agent has certified to Lender within five (5) Business Days prior to the making of such payment, that the Additional Principal Payment Conditions have been and will continue to be satisfied.
(g) Borrowed Money (other than the Obligations, the DPI/Epiphany Debt, and the Aston Debt) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the written consent of Lender);
(h) any other Subordinated Debt not referred to above, except to the extent expressly permitted under any Subordination Agreement subordination agreement relating to such Debt (and a Senior Officer of Obligor Borrower Agent shall certify to AgentLender, not less than five (5) Business Days prior to the date of payment, that all conditions under such agreement have been satisfied);
(ii) full repayment of all obligations under the Subordinated Debt in connection with a refinancing thereof if the Refinancing Conditions have been satisfied;
(b) Existing Subordinated Debt or Debt under the TBC Note except:; and
(i) regularly scheduled any cash payments of interest and fees, but only if immediately before and after giving effect to any such payment no Default or Event of Default exists or will occur (and a Senior Officer of Borrower Agent shall certify to Agent prior Aston pursuant to the making Management Services Agreement, provided, however, the Borrower may pay compensation to Aston with 500,000 shares of common stock of RLT as permitted by Section 2 of the payment that such condition has been satisfied),
(ii) full repayment Management Services Agreement as in effect as of all obligations under the Existing Subordinated Debt in place on the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment,
(iii) full or partial repayment of obligations under any Existing Subordinated Debt provided after the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment so long as (x) all Existing Subordinated Debt in place on the Closing Date has been paid in full before such repayment, (y) such repayment is only made if the net proceeds of the Liquidity Event are in excess of $30,000,000 and such repayment is in an amount not greater than such excess, and (z) at least $10,000,000 of the net proceeds of such Liquidity Event have been applied to repay the Obligations,
(iv) full or partial repayment of the obligations under the TBC Note using the proceeds of a Second Lien Loan and contemporaneous with the closing of a Second Lien Loan, so long as (x) immediately before and after giving effect to any such repayment, no Default or Event of Default exists or will occur and (y) immediately after giving effect to any such repayment, Availability (taking into account the application of the net proceeds of such Second Lien Loan to the Obligations) is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied), and
(v) any other full or partial repayment of the obligations under the TBC Note, so long as (x) immediately before and after giving effect to any such repayment no Default or Event of Default exists or will occur and (y) for each of the 30 days prior to giving effect so any such repayment and immediately after giving effect thereto, Availability is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied)Date.
Appears in 1 contract
Samples: Loan and Security Agreement (Revolution Lighting Technologies, Inc.)
Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any
any (a) Subordinated Debt (other than the Existing Subordinated Debt and Debt under the TBC Note)Debt, except:
(i) except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any Subordination Agreement subordination agreement relating to such Debt (and a Senior Officer of Obligor Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied);
(ii) full repayment of all obligations under the Subordinated Debt in connection with a refinancing thereof if the Refinancing Conditions have been satisfied;
; (b) Existing Subordinated Borrowed Money (other than the Obligations, the Debt evidenced by the Senior Secured Notes Documents or Debt any Senior Notes Refinancing Debt, the 2012 Senior Notes Debt, or the 20122013 Senior Notes Debt) prior to its due date under the TBC Note except:
(i) regularly scheduled payments of interest and fees, but only if immediately before and after giving agreements evidencing such Debt as in effect to any such payment no Default or Event of Default exists or will occur (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such condition has been satisfied),
(ii) full repayment of all obligations under the Existing Subordinated Debt in place on the Closing Date using (or as amended thereafter with the proceeds consent of a Liquidity Event which is consummated contemporaneously with such repayment,
the Required Lenders); (iiic) full Debt evidenced by the Senior Secured Notes Documents, any Senior Notes Refinancing Debt, any 2012 Senior Notes Debt, or partial repayment of obligations under any Existing Subordinated Debt provided after 20122013 Senior Notes Debt, except (i) mandatory payments due thereunder as in effect on the Closing Date using (or, with respect to the proceeds 2012 Senior Notes Debt and 2013 Senior Notes Debt, as in effect on the date of a Liquidity Event which is consummated contemporaneously incurrence of such Debt, or as amended thereafter with the consent of the Required Lenders), and (ii) voluntary prepayments on such repayment Debt so long as (xA)(1) all Existing Subordinated Debt in place on the Closing Date has been paid in full before such repayment, (y) such repayment is only made if the net proceeds of the Liquidity Event are in excess of $30,000,000 and such repayment is in an amount not greater than such excess, and (z) at least $10,000,000 of the net proceeds of such Liquidity Event have been applied to repay the Obligations,
(iv) full or partial repayment of the obligations under the TBC Note using the proceeds of a Second Lien Loan and contemporaneous with the closing of a Second Lien Loan, so long as (x) immediately before and after giving effect to any such repayment, no Default or Event of Default exists or will occur and exists, (y2) Excess Availability is no lessgreater than 50an amount equal to 25% of the aggregate Revolver Commitments immediately after giving effect to any such repaymentprepayment, and (3) Borrowers shall have delivered to Agent five Business Days’ prior written notice of any such prepayment accompanied by detailed calculations confirming that Borrowers are in compliance with the requirements set forth in this clause (c)(ii)(A); or (B) if Excess Availability (taking into account the application of the net proceeds of such Second Lien Loan is less than 50or equal to the Obligations) is in an amount not less than 20equal to 25% of the aggregate Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied), and
(v) any other full or partial repayment of the obligations under the TBC Note, so long as (x) immediately before and after giving effect to any such repayment prepayment, (1) no Default or Event of Default exists exists, (2) Excess Availability is no lessgreater than 20an amount equal to 17.5% of the aggregate Revolver Commitments immediately after giving effect to any such prepayment, (3) on a pro forma basis the Fixed Charge Coverage Ratio, measured on a trailing twelve (12) month basis after giving effect to any such prepayment and recomputed for the most recent month for which financial statements have been delivered to Agent, is at leastgreater than 1.0 to 1.0, and (4) Borrowers shall have delivered to Agent five Business Days prior written notice of any such prepayment accompanied by detailed calculations confirming that Borrowers are in compliance with the requirements set forth in this clause (c)(ii)(B); and (d) payments (other than those set forth in clause (a) above) on intercompany loans, except (i) payments by an Obligor to a Borrower, and (ii) repayment by Tapco of the Kleer Acquisition Loan so long as (A) such repayment is made solely using proceeds of a substantially contemporaneous capital contribution from Parent and (B) Borrowers have received capital contributions from Parent in an amount no less than an amount equal to the aggregate purchase consideration payable (including deferred payment obligations) in respect of the Kleer Acquisition in accordance with Section 10.1.10; provided, however, that for purposes of the foregoing clause (c) of this Section 10.2.8, no mandatory prepayments shall be made to the extent such prepayments are required on account of sales of Revolver Priority Collateral. For clarification, payments by Parent under the Senior Secured Notes Documents and the documents governing the Senior Notes Refinancing Debt, the 2012 Senior Notes Debt, or will occur the 20122013 Senior Notes Debt shall not constitute a payment by Borrowers under guarantees of such Debt that would constitute a breach of this Section 10.2.8. Notwithstanding anything contained in this Agreement to the contrary, for purposes of determining the amount of a mandatory prepayment that shall be deemed to be required to be made on account of a sale of Revolver Priority Collateral, such amount shall equal the lesser of (x) the total proceeds of such sale of Revolver Priority Collateral, and (y) for each the greater of (i) the 30 days prior to giving effect so any value of such repayment and immediately after giving effect thereto, Availability is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior assets attributed to the making Borrowing Base and (ii) net book value of such assets recorded on the payment that applicable Obligor’s books in accordance with GAAP, in each case for this clause (y), as assessed on the date of such conditions have been satisfied)asset sale.
Appears in 1 contract
Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any
the Senior Note Debt, the Mortgage Loan Debt, the Second Lien Debt and Refinancing Debt of the Senior Note Debt, the Mortgage Loan Debt and the Second Lien Debt other than (a) Subordinated Debt payments of interest, fees and expenses due in the ordinary course, (other than b) regularly scheduled principal payments with respect to the Existing Subordinated Mortgage Loan Debt and Refinancing Debt under of the TBC Note)Mortgage Loan Debt and the Second Lien Debt, except:
(c) payments of the Senior Note Debt, the Second Lien Debt and Mortgage Loan Debt derived solely from Refinancing Debt which meets the Refinancing Condition, (d) prepayments of the Second Lien Debt with the proceeds of asset sales to the extent the Required Lenders have waived or forgiven (by way of amendment, consent or otherwise) such requirement, and (e) other payments of Senior Note Debt, Mortgage Loan Debt, Second Lien Debt and Refinancing Debt of the Senior Note Debt, the Second Lien Debt and the Mortgage Loan Debt, so long as (i) regularly scheduled payments no Default or Event of principal, interest Default shall have occurred and fees, but only to the extent permitted under any Subordination Agreement relating to such Debt (and a Senior Officer of Obligor Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied);
(ii) full repayment of all obligations under the Subordinated Debt in connection with a refinancing thereof if the Refinancing Conditions have been satisfied;
(b) Existing Subordinated Debt be continuing or Debt under the TBC Note except:
(i) regularly scheduled payments of interest and fees, but only if immediately before and would result after giving effect to any such payment, (ii) Excess Availability on the date of the making of such payment no Default on a pro forma basis after giving effect to such payment, and projected Excess Availability on a pro forma basis for the upcoming twelve month period (after giving effect to such payment) is, in each case, greater than or Event equal to 25% of Default exists the lesser of (x) the Tranche A Revolver Commitments plus the Tranche A-1 Revolver Commitments or will occur (y) the Tranche A Borrowing Base, plus the Tranche A-1 Borrowing Base, (iii) as of the monthly fiscal period most recently then ended, the Consolidated Fixed Charge Coverage Ratio (on a pro forma trailing 12 fiscal month basis, giving effect to the making of such payment determined as though such payment occurred on the first day of the twelve (12) fiscal month period ended prior to such payment) is not less than 1.1 to 1.0, and (iv) the Borrowers shall have provided the Agent with a Senior Officer of Borrower Agent shall certify to Agent certificate not less than then (10) days prior to the making of such payment executed by a Senior Officer, evidencing compliance, on a pro forma basis, after giving effect to such payment, with the payment that such condition has been satisfied),
requirements set forth in clauses (iid)(ii) full repayment of all obligations and (d)(iii) above) prior to its due date under the Existing Subordinated agreements evidencing such Debt as in place effect on the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment,
(iii) full or partial repayment of obligations under any Existing Subordinated Debt provided after the Closing Date using the proceeds of a Liquidity Event which is consummated contemporaneously with such repayment so long as (x) all Existing Subordinated Debt in place on the Closing Date has been paid in full before such repayment, (y) such repayment is only made if the net proceeds of the Liquidity Event are in excess of $30,000,000 and such repayment is in an amount not greater than such excess, and (z) at least $10,000,000 of the net proceeds of such Liquidity Event have been applied to repay the Obligations,
(iv) full or partial repayment of the obligations under the TBC Note using the proceeds of a Second Lien Loan and contemporaneous amended thereafter with the closing consent of a Second Lien Loan, so long as (x) immediately before and after giving effect to any such repayment, no Default or Event of Default exists or will occur and (y) immediately after giving effect to any such repayment, Availability (taking into account the application of the net proceeds of such Second Lien Loan to the Obligations) is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfied), and
(v) any other full or partial repayment of the obligations under the TBC Note, so long as (x) immediately before and after giving effect to any such repayment no Default or Event of Default exists or will occur and (y) for each of the 30 days prior to giving effect so any such repayment and immediately after giving effect thereto, Availability is in an amount not less than 20% of the Revolver Commitments (and a Senior Officer of Borrower Agent shall certify to Agent prior to the making of the payment that such conditions have been satisfiedAgent).”
§2.7. Section 10.2.
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