Second Lien Debt Clause Samples
Second Lien Debt. (a) No Loan Party shall call, make or offer to make, or caused to be called, made or offered, any Redemption in respect of, or otherwise Redeem, Second Lien Debt or Permitted Refinancing Debt, except, so long as no Default or Event of Default exists immediately prior to or after giving effect thereto:
(i) regularly scheduled amortization payments as set forth in the Second Lien Credit Agreement as in effect on the Eleventh Amendment Effective Date;
(ii) prepayments of Second Lien Debt with the proceeds of Permitted Refinancing Debt; and
(iii) prepayments of Second Lien Debt or Permitted Refinancing Debt (including any premiums and MOIC Amount (as defined in the Second Lien Credit Agreement)) with the net cash proceeds of any Transfer permitted by Section 9.12 (other than an Excluded Transfer (as defined in the Second Lien Credit Agreement)), any Liquidation of a Hedging Agreement permitted by Sections 8.18 and 9.19 or any Casualty Event or with the net cash proceeds from the sale or issuance of Equity Interests in the Borrower (other than Disqualified Capital Stock), in each case described in this subsection (iii) only to the extent that:
(A) immediately after giving effect to such prepayment (including any such premiums and MOIC Amount) pursuant to this clause (iii), the Liquidity and Compliance Requirements will be satisfied: and
(B) (1) the Borrower has provided (x) written notice by facsimile or email to the Administrative Agent not later than 12:00 noon, New York, New York time, four (4) Business Days before the date of any such prepayment, specifying the Borrower’s calculations of (i) the amount of such net cash proceeds required or desired to be prepaid under the Second Lien Credit Agreement, (ii) the amount of such net cash proceeds required to be prepaid under this Agreement (after giving effect to any Borrowing Base reduction required by Section 9.12 or Section 9.19 or otherwise as a result of such Transfer, Liquidation, Casualty Event, sale or issuance), and (iii) the amount of such net cash proceeds required to be retained by the Borrower and the pro forma financial covenant calculations required to be complied with by the Borrower in order to satisfy the Liquidity and Compliance Requirements, and certifying that such prepayment is permitted by Section 9.21(a), and (y) substantially similar written notice to the Second Lien Administrative Agent as required by the Second Credit Agreement, and (2) none of the Administrative Agent, the Second Lien...
Second Lien Debt. As of the Closing Date, the Borrowers have delivered to Agents a complete and correct copy of the Second Lien Indebtedness Documents (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith).
Second Lien Debt. (a) No Restricted Person will amend, modify or waive any provision of any Second Lien Loan Document if such amendment, modification or waiver is prohibited under the Second Lien Intercreditor Agreement.
(b) No Restricted Person will call, make or offer to make any repurchase, redemption, prepayment, repayment, defeasance or any other acquisition or retirement for value (whether mandatory, voluntary, or otherwise, whether in whole or in part), or the segregation of funds with respect to any of the foregoing (in this Section 7.14, collectively, a “Redemption”), of any Permitted Second Lien Debt except (i) upon thirty (30) days prior written notice to Administrative Agent and subject to Section 7.14(c), with (A) cash proceeds of an offering of Equity of Borrower, (B) Net Cash Proceeds in respect of a Disposition otherwise permitted by Section 7.5, to the extent any Net Cash Proceeds are available after giving full effect to Section 7.5(e) and Section 2.9(d), as applicable, or (C) a combination of cash proceeds in respect of the foregoing clauses (A) and (B), or (ii) with the cash proceeds of a Permitted Refinancing; provided that Borrower may request Administrative Agent and Majority Lenders to approve any other Redemption of any Permitted Second Lien Debt (each, a “Second Lien Redemption”) that is not otherwise permitted hereunder. In the event that Borrower desires to request a Second Lien Redemption, it shall deliver to Administrative Agent a certificate (in form and detail satisfactory to Administrative Agent) signed by a Responsible Officer of Borrower (a “Second Lien Redemption Certificate”) describing the amount of such proposed Second Lien Redemption and the proposed source of funds therefor. Upon receipt of a duly executed and completed Second Lien Redemption Certificate, Administrative Agent shall forward such certificate to Lenders. Within ten (10) Business Days after its receipt of such Second Lien Redemption Certificate, Administrative Agent shall notify Borrower in writing whether Administrative Agent and Majority Lenders have elected to approve or decline the request of Borrower to make the related Second Lien Redemption, which election shall be made at the sole discretion of Administrative Agent and Majority Lenders; provided that any failure of Administrative Agent to notify Borrower within such ten (10) Business Day period shall be deemed a rejection of the requested Second Lien Redemption. During such ten (10) Business Day period, the Restr...
Second Lien Debt. No Restricted Party shall make any principal payment or prepayment on the Second Lien Debt:
(a) if a Default has occurred and is continuing or would result from doing so; and
(b) with respect to any principal prepayment, the Total Net Debt Ratio is not greater than 2.50 to 1 after giving effect to such prepayment, as evidenced by a Compliance Certificate on a pro forma basis provided to the Agent at least 10 days prior to such prepayment.
Second Lien Debt. The Borrower shall have delivered to the Administrative Agent true, correct and complete copies (certified to be such by the Borrower) of the Second Lien Note Agreement and each other agreement, instrument, or document executed by the Borrower, any of its Subsidiaries or any of their respective Responsible Officers at any time in connection with the Second Lien Note Agreement on or before the date hereof, the terms and conditions of which shall be satisfactory to the Administrative Agent and the Lenders.
Second Lien Debt. As of the Closing Date, the Borrower has delivered to the Administrative Agent a complete and correct copy of the Second Lien Loan Documents (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). All Obligations, including the L/C Reimbursement Obligations and the Secured Swap Obligations, constitute “Senior Indebtedness” (as such term is defined as of the Closing Date in the Intercreditor Agreement or as amended with the consent of the Borrower) entitled to the benefits of the subordination provisions contained in the Intercreditor Agreement as in effect on the Closing Date or as otherwise amended in accordance with its terms.
Second Lien Debt. (i) Any Loan Party shall make any payment, whether in principal, interest, premiums or fees, in respect of any Second Lien Debt, or makes any other payment thereon, in any such case, that is not allowed under the terms of this Agreement or the Indenture Intercreditor Agreement; or (ii) any Loan Party amends, supplements or otherwise modifies the Second Lien Note Agreement or any other Second Lien Note Document that is not allowed under, or otherwise violates or breaches, the provisions of this Agreement or the Indenture Intercreditor Agreement; or
Second Lien Debt. The Borrower shall receive simultaneously with the initial funding hereunder not more than $56,500,000 in gross cash proceeds from borrowings under the Second Lien Credit Agreement (or, in lieu thereof, the Borrower shall have received additional cash equity contributions (in addition to any amounts required under clause (c) below)). The terms and conditions of the Second Lien Loan Documents, shall be reasonably satisfactory in all respects to the Agents;
Second Lien Debt. The transactions contemplated by the Second Lien Debt Documents have been duly and validly consummated in accordance with the terms, conditions and provisions of such documents. Each of the representations and warranties made by any of the Obligated Parties pursuant to any of the Second Lien Debt Documents is true and correct, in all material respects. None of the transactions contemplated by this Agreement, any of the other Loan Documents or any of the Second Lien Debt Documents shall result in a breach of any of the representations and warranties or other provisions contained in any of the Transaction Documents.
Second Lien Debt. No Loan Party shall amend, modify or waive, in any manner which is materially adverse to the Lenders, any provision of any Second Lien Loan Document without the prior written consent of the Administrative Agent.
(u) Section 7.01 (Events of Default) of the Credit Agreement is hereby amended by deleting “and” at the end of clause (h) therein and inserting new clauses (j), (k) and (l) as follows: