Debt Repurchases. The Borrower and the Parent Guarantor shall not, and shall not permit any Subsidiary, Credit Party or any Affiliate to, repurchase, buy, redeem, prepay, defease, receive an assignment of, issue any notice of redemption or defeasance with respect to, or otherwise cause the cancellation, forgiveness or purchase (including, without limitation, any setting aside of funds, or other provision for, or assurance of, payment), or enter into any other transaction which accomplishes a like result, of any of its Indebtedness including the Loans, Obligations and the Mission Loans and Mission Obligations, provided that, notwithstanding the preceding: (i) the Borrower may prepay the Loans hereunder at par in accordance with the terms of Sections 2.05, 2.06 and 10.19 of this Agreement (subject to Section 8.01(n)) and (ii) Mission Borrower can prepay its Loans in accordance with the terms of the Mission Credit Agreement, (b) so long as (i) there exists no Default before or after giving effect to (A) the issuance of common Capital Stock of the Ultimate Parent, and (B) such transaction, (ii) the Borrower delivers written notice thereof to the Administrative Agent in detail acceptable to the Administrative Agent not less than 30 days prior to such transaction (or such lesser time period as agreed to by the Administrative Agent), (iii) the Borrower is in full compliance with Section 2.06(e) and Section 10.19(e) and (v) the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer certifying as to each of the foregoing (i) through (iii) in detail acceptable to the Administrative Agent and demonstrating pro forma compliance with all provisions of Section 7.09 after giving effect to all such transactions, the Borrower may use up to 50% of the Net Issuance Proceeds of the issuance of such Capital Stock permitted to be issued by Section 7.13, to extinguish all or any portion of the Unsecured Notes, (c) so long as (i) there exists no Default before or after giving effect to such transaction, (ii) the Borrower delivers written notice thereof to the Administrative Agent in detail acceptable to the Administrative Agent not less than 30 days prior to such transaction (or such lesser time period as agreed to by the Administrative Agent), (iii) Liquidity after giving effect to any such use is not less than $20,000,000 on such date, (iv) the Borrower is in full compliance with Section 2.06(d) and Section 10.19(d) and (v) the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer certifying as to each of the foregoing (i) through (iv) in detail acceptable to the Administrative Agent and demonstrating pro forma compliance with all provisions of Section 7.09 after giving effect to all such transactions, the Borrower may, commencing with the Excess Cash Flow for the Fiscal Quarter ending December 31, 2009, use up to 20% of the quarterly Excess Cash Flow of the Borrower for each Fiscal Quarter of the Borrower to extinguish all or any portion of the Unsecured Notes, provided that, notwithstanding the foregoing, in no event shall the aggregate amount of Excess Cash Flow of the Borrower used under this subsection (d) to repurchase and extinguish all or any portion of the Unsecured Notes from and after the Second Amendment Effective Date exceed $10,000,000, and (d) so long as there exists no Default before or after giving effect to such transaction, any Affiliate that is not a Credit Party may purchase all or any portion of the Unsecured Notes and the Subordinated Notes.
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Debt Repurchases. The Borrower and the Parent Guarantor shall not, and shall not permit any Subsidiary, Credit Party or any Affiliate of any thereof to, repurchase, buy, redeem, prepay, defease, receive an assignment of, issue any notice of redemption or defeasance with respect to, or otherwise cause the cancellation, forgiveness or purchase (including, without limitation, any setting aside of funds, or other provision for, or assurance of, payment), or enter into any other transaction which accomplishes a like result, of any of its Indebtedness including the Loans, Obligations and the Mission Loans and Mission Obligations, provided that, notwithstanding the preceding:
(a) (i) the Borrower may prepay the Loans hereunder at par in accordance with the terms of Sections 2.05, 2.05 and 2.06 and 10.19 of this Agreement (subject to Section 8.01(n)) and (ii) Mission Borrower can prepay its Loans in accordance with the terms of the Mission Credit Agreement,
(b) so long as (i) there exists no Default before or after giving effect to (A) the issuance of common Capital Stock of the Ultimate Parent, and (B) such transaction, transaction and (ii) the Borrower delivers written notice thereof to the Administrative Agent in detail acceptable to the Administrative Agent not less than 30 days prior to such transaction (or such lesser time period as agreed to by the Administrative Agent), (iii) the Borrower is in full compliance with Section 2.06(e) and Section 10.19(e) and (v) the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer certifying as to each of the foregoing in clause (i) through (iii) in detail reasonably acceptable to the Administrative Agent and demonstrating pro forma compliance with all provisions of Section 7.09 after giving effect to all such transactions, the Borrower may use up to 50% of the Net Issuance Proceeds of the issuance of such Capital Stock permitted to be issued by the terms of Section 7.13, to (x) prepay the Loans at par in accordance with the terms of Section 7.16(a), (y) extinguish all or any portion of the Unsecured Notes or (z) extinguish all or any portion of the Senior Second Lien Secured Notes,
(ci) so long as (iA) there exists no Default before or after giving effect to such transaction, (ii) the Borrower delivers written notice thereof to the Administrative Agent in detail acceptable to the Administrative Agent not less than 30 days prior to such transaction (or such lesser time period as agreed to by the Administrative Agent), (iiiB) Liquidity after giving effect to any such use is not less than $20,000,000 10,000,000 on such date, (iv) the Borrower is in full compliance with Section 2.06(d) and Section 10.19(d) date and (vC) the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer certifying as to each of the foregoing (iA) through and (ivB) in detail reasonably acceptable to the Administrative Agent and demonstrating pro forma compliance with all provisions of Section 7.09 after giving effect to all such transactions, the Borrower may, commencing with the Excess Cash Flow for the Fiscal Quarter ending December 31, 2009, use up to 20% may extinguish all or any portion of the quarterly Unsecured Notes and 2010 Senior Second Lien Secured Notes using (1) available Excess Cash Flow of the Borrower for each Fiscal Quarter of the Borrower to extinguish all or (and any portion of the Unsecured Notes, provided that, notwithstanding the foregoing, in no event shall the aggregate amount of Excess Cash Flow up to the amount of the Borrower used under this Special Purpose Revolver Borrowing Availability available to be borrowed in accordance with subsection (da) to repurchase and extinguish all or any portion of the Unsecured Notes from definition thereof), (2) available Net Debt Proceeds of any Permitted Refinancing Indebtedness incurred in accordance with Section 7.05(i), so long as less than 90 days have passed since the Credit Party’s receipt of such Net Debt Proceeds (and after any Net Debt Proceeds of any Permitted Refinancing Indebtedness up to the Second Amendment Effective Date exceed $10,000,000amount of the Special Purpose Revolver Borrowing Availability available to be borrowed in accordance with subsection (b) of the definition thereof), and(3) available Net Cash Proceeds of any Disposition to the extent that such proceeds are not required to prepay the Loans in accordance with the terms of Section 2.06(b) (and any Net Cash Proceeds up to the amount of the Special Purpose Revolver Borrowing Availability available to be borrowed in accordance with subsection (c) of the definition thereof), or (4) the proceeds of any Incremental Term Loans and (ii) the Mission Borrower can make the prepayments and/or extinguish debt permitted by Sections 7.15(b) of the terms of the Mission Credit Agreement,
(d) so long as there exists no Default before or after giving effect to such transaction, any Affiliate that is not a Credit Party may purchase all or any portion of the Unsecured Notes, the Additional Unsecured Notes and the Additional Subordinated Notes, and
(e) so long as there exists no Default before or after giving effect to such transaction, ABRY Lender may purchase Term B Loans from Lenders, provided that, notwithstanding the foregoing or any other provision in this Agreement or otherwise,
(i) ABRY Lender shall only be permitted to own Term B Loans and shall never be entitled to own or control any Revolving Loans,
(ii) ABRY Lender shall not, at any time, own and/or control Term B Loans which, when added to the Mission Term B Loans owned or controlled by ABRY Lender, equal or exceed 10% of the sum of (x) the aggregate amount of outstanding Term B Loans and (y) the aggregate amount of outstanding Mission Term B Loans, which percentage shall be calculated without taking into account any forgiveness or other cancellation of any of the Term B Loans purchased by the ABRY Lender,
(iii) ABRY Lender shall not (A) be entitled to any voting rights (and shall not be afforded the protections of Section 10.01, individually or otherwise, and in each case ABRY Lender shall not be afforded any other voting, approval or consent privileges afforded Lenders in this Agreement or in any other Loan Document), and (B) be entitled to vote with respect to any amendments, waivers, supplements, consents or other modifications to this Agreement or any other Loan Document,
(iv) the amount of any Term B Loans owned or controlled by ABRY Lender shall be excluded from any and each calculation of Majority Lenders, and actions to be taken that require the consent or approval of any Lender, Majority Lenders or Majority Revolver Lenders shall be consented to or approved by requisite Lenders excluding ABRY Lender,
(v) ABRY Lender shall (A) not be entitled to any rights and privileges afforded each of the other Lenders with respect to Article IX and the other provisions of this Agreement, (B) shall release and hold harmless the Administrative Agent, L/C Issuer, each Lender, each Hedge Bank and each Cash Management Bank fully for its actions or inactions with respect to the Loans, the Borrower, the Mission Borrower or otherwise in connection with this Agreement and the Mission Credit Agreement, the other Loan Documents, the Mission Loan Documents and the transactions contemplated hereby and thereby and (C) until all Commitments, Letters of Credit, Mission Commitments and Mission Letters of Credit have terminated and all Obligations and Mission Obligations have been paid in full, subordinate any claim or other rights which it has against the Borrower and each Guarantor, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, whether or not such claim, remedy or right arises in equity, or under contract, statutes or common law, including without limitation, the right to take or receive from the Borrower or any Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights, and
(vi) ABRY Lender shall in all respects be treated as a participant and not Lender, except that ABRY Lender shall not be entitled to the voting rights afforded Participants under Section 10.06(d) and its consent or approval of any action or inaction shall not be solicited from ABRY Lender by the Administrative Agent, any Lender, any Affiliate thereof or the Borrower.
(vii) In addition, and notwithstanding anything herein or in any other Loan Document or otherwise, (1) at any time that ABRY Lender is a Lender, ABRY Lender shall further waive the right to object or consent to actions approved (or opposed) by the Majority Lenders and/or the Majority Revolver Lenders, including, without limitation, actions taken in connection with any insolvency proceeding of the Borrower, the Mission Borrower or any subsidiary or parent of the Borrower or the Mission Borrower, matters pertaining to the use of cash collateral, post-petition financing, “363 sales”, relief from the automatic stay, adequate protection and the approval, support or opposition of any plan of reorganization, (2) no ABRY Lender that holds any Term B Loan hereunder shall be permitted to obtain confidential information provided or required to be provided to Lenders, any of their Affiliates, any Cash Management Bank or Hedge Bank, or otherwise or vote or attend or otherwise be present at meetings of Lenders or the Administrative Agent, or be entitled to communications, documentation and/or information (including without limitation, privileged information) among or between any of the following parties: the Administrative Agent, any Lender (except ABRY Lender), any Affiliate of any Lender (except ABRY Lender), legal counsel and other advisors to the Administrative Agent or any Lender (except ABRY Lender), the L/C Issuer, any Restructuring Advisor, any Hedge Bank, any Cash Management Bank, or any Affiliate of any of them, (3) ABRY Lender cannot be a Hedge Bank or Cash Management Bank or party to Secured Hedge Agreement or Secured Cash Management Agreement, and (4) no obligation of the Borrower, the Mission Borrower or any subsidiary or other Nexstar Entity or Mission Entity to pay any fees or other amounts (other than Term B Loans owned by ABRY Lender and accrued interest related thereto) shall be secured by the Collateral or included in the definition of “Obligations” in this Agreement or the Mission Credit Agreement.
(viii) ABRY Lender shall be permitted to forgive or otherwise cancel Term B Loans held by the ABRY Lender, so long as in each case no consideration of any type (including but not limited to equity) is received by the ABRY Lender from any Person in connection with such forgiveness or other cancellation; provided that notwithstanding herein or in any Loan Document to the contrary, in no event shall any such forgiveness or cancellation result in the ABRY Lender being permitted to purchase more Term B Loans than the ABRY Lender would have otherwise been permitted to purchase if such cancellation or forgiveness had not occurred.
(ix) No amendment, waiver or consent which, to the extent ABRY Lender is a Lender, would otherwise require the consent of ABRY Lender under any of subsections (i)(A), (i)(C), (i)(D), (i)(G), (i)(H) or (i)(I) of Section 10.01, may be given without the consent of ABRY Lender if such amendment, waiver or consent would, upon its consummation, result in the disproportionate treatment of ABRY Lender.
(x) Notwithstanding anything herein or in any other Loan Document or other agreement to the contrary, ABRY Lender shall not be entitled to purchase any Term B Loans unless and until (A) the Borrower consents to such assignment by consenting to the Assignment and Assumption, which such Assignment and Assumption Agreement shall contain a representation of the Borrower that (i) it has no material non-public information that has not been previously disclosed to the Administrative Agent and the Lenders and (ii) that there is no Default and (B) ABRY Lender has entered into an agreement with the Administrative Agent, in form and substance acceptable to the Administrative Agent, setting forth (i) ABRY Lender’s agreement to these terms and conditions of its purchase of Term B Loans, (ii) its representation and warranty that (1) it has no material non-public information that has not been previously disclosed to the Administrative Agent and the Lenders, (2) both before and after giving effect to such purchase, ABRY Lender does not, and will not, own and/or control Term B Loans which, when added to the Mission Term B Loans owned or controlled by ABRY Lender, equal or exceed 10% of the sum of (x) the aggregate amount of outstanding Term B Loans and (y) the aggregate amount of outstanding Mission Term B Loans, (iii) its treatment as a Lender hereunder and under the other Loan Documents and (iv) the other terms and conditions set forth in this Section 7.16. Notwithstanding anything herein or in any other Loan Document or other agreement to the contrary, the Revolving Loans shall not be used to repurchase, buy, redeem, prepay or defease any of the (i) Unsecured Notes, (ii) the 2010 Senior Second Lien Secured Notes or (iii) the Permitted Refinancing Indebtedness, except to the extent of, and up to the amount of Special Purpose Revolver Borrowing Availability, limited by the conditions set forth in Section 7.16(c).
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