Restructuring Conditions. Subject to strict compliance with the terms and conditions set forth herein, the Lenders agree to refrain from enforcing their rights and remedies based on the Existing Defaults while the Company and its consultants implement their plan for improvement of the Company's financial condition, provided that (i) except to the extent and on the terms set forth expressly herein, the Agent and the Lenders do not waive the Existing Defaults and (ii) the agreement contained herein shall not create a waiver of the right of the Agent or the Lenders, upon the occurrence of an Event of Default hereunder or under the Loan Documents, to enforce available rights and remedies at any time, in their sole discretion, in accordance with the Credit Agreement (as modified herein) and the other Loan Documents. Absent an earlier Event of Default, the Borrowers shall be permitted to implement their restructuring efforts during the period from the Third Amendment Effective Date through September 14, 2001 (the "Restructuring Period"). The Borrowers' restructuring opportunity shall be governed by and subject to the following terms and conditions: a. The Company shall keep the representatives of the Agent and the Lenders apprised of the Borrowers' business and financial operations and of any material discussions and negotiations pertaining to lessors, vendors, suppliers, customers, earn-out creditors, joint venture partners, acquisition targets or potential purchasers of any business segments or significant assets of any Borrower. Reports on such matters shall be provided periodically as appropriate and not less frequently than weekly. b. Notwithstanding any prior practice, the Borrowers shall strictly comply with the financial reporting requirements under the Loan Documents, as modified herein. In addition to the reporting requirements set forth in Sections 6.1 and 6.2 of the Credit Agreement (as modified herein), (i) not later than Thursday of each week during the Restructuring Period, the Company and its financial and operational advisors will deliver to the Agent and the Lenders, in form and detail satisfactory to the Agent, weekly updates related to the detailed 13-week rolling domestic cash flow forecast as required under Section 4.3 of this Amendment; (ii) not later than the tenth (10th) Business Day of each month during the Restructuring Period, the Company and its financial and operational advisors will deliver to the Agent and the Lenders, in form and detail satisfactory to the Agent, (x) detailed agings of accounts payable and accounts receivable for each Borrower as of the end of the prior month, (y) a detailed schedule of all projected and actual earn-out payments for which any Borrower is or may be obligated, including any variance in the amount or timing of actual payments compared against the most recent projection of such payments and (z) a duly-executed Compliance Certificate with respect to the cash flow restrictions and other payment restrictions set forth in subparagraph f below; and (iii) the Company shall deliver to the Agent, immediately upon receipt thereof, copies of any correspondence, letters of intent, agreements or similar documents pertaining in any manner to any proposed sale or other disposition of any assets of the Company or its Subsidiaries other than in the ordinary course of business. c. Except to the extent expressly excused or waived under the terms and conditions set forth in this Amendment, the Borrowers shall pay when due all amounts owed to the Agent and the Lenders under the Loan Documents. The parties agree that no course of dealing is intended or is capable of being inferred from the Lenders' prior agreement (as described in the recitals to this Amendment) to a one-time deferral of principal installments. d. The aggregate outstanding amount of the Revolving Credit Loans shall not exceed the maximum amount described in Article 2 of this Amendment. e. All representations and warranties made by the Borrowers under this Amendment shall be true and correct. (i) There shall be no material adverse change in the financial performance or condition of the Borrowers as compared with the projections submitted to and approved by the Agent and the Lenders in the Approved Budget pursuant to Section 4.3 of this Amendment. (ii) For each "Measuring Period" (defined below) during the Restructuring Period, the actual cumulative "Pre-Earn-out Net Cash Flow" (defined below) of the Company and its Subsidiaries on a consolidated basis during such Measuring Period shall equal or exceed the projected Pre-Earn-out Net Cash Flow for such Measuring Period as compared against the Approved Budget, within a negative variance of twenty percent (20%) for the first Measuring Period and ten percent (10%) for each Measuring Period
Appears in 1 contract
Sources: Credit Agreement (Lason Inc)
Restructuring Conditions. Subject to strict compliance with the terms and conditions set forth herein, the Lenders agree to refrain forbear from enforcing their rights and remedies based on the Existing Defaults while the Company Borrowers and its their consultants develop and implement their plan for improvement of the Company's Borrowers' business and financial condition, provided that (i) except to the extent and on the terms set forth expressly herein, the Agent and the Lenders do not waive Lenders' waiver of the Existing Defaults shall be solely in accordance with the terms and conditions set forth herein and (ii) the such agreement contained herein to forbear shall not create a waiver of the right of the Agent or the Lenders, upon the occurrence of an Event of Default a default hereunder or a Default (other than the Existing Defaults) under the Loan Documents, to enforce available rights and remedies at any time, in their sole discretion, in accordance with the Credit Agreement (as modified herein) and the other Loan Documents. Absent an earlier Event of Defaultdefault hereunder or Default (other than the Existing Defaults) under the Loan Documents, the Borrowers period during which the Lenders shall be permitted to implement their restructuring efforts during the period forbear is from the Third Second Amendment Effective Date through September 14November 30, 2001 (the "Restructuring Period"). The BorrowersLenders' restructuring opportunity forbearance shall be governed by and subject to the following terms and conditions:
a. The Company Borrowers shall keep the representatives of the Agent and Agent, the Lenders and their consultants apprised of the Borrowers' business and financial operations and of any material discussions and negotiations (other than discussions or negotiations in the ordinary course of the Borrowers' business) pertaining to lessors, vendors, suppliers, customers, earn-out other creditors, joint venture partners, acquisition targets partners or potential purchasers of any business segments or significant assets of any BorrowerBorrowers. Reports on such matters shall be provided periodically as appropriate and not less frequently than weeklymonthly.
b. Notwithstanding any prior practice, the Borrowers shall strictly comply with the financial reporting requirements under the Loan Documents, as modified herein. In addition to the reporting requirements set forth in Sections Section 6.1 and 6.2 of the Credit Agreement (as modified herein), (i) not later than Thursday Wednesday of each week during the Restructuring Period, the Company Borrowers and its their financial and operational advisors will deliver to the Agent and the Lenders, in form and detail satisfactory to the Agent, weekly updates related to the detailed 13-week rolling domestic cash flow forecast as required under Section 4.3 4.4 of this Amendment; (ii) not later than the tenth twentieth (10th20th) Business Day day of each month during the Restructuring Period, the Company Borrowers and its their financial and operational advisors will deliver to the Agent and the Lenders, in form and detail satisfactory to the Agent, (x) detailed a summary of agings of accounts payable and accounts receivable for each Borrower the Borrowers as of the end of the prior month, (y) a detailed schedule duly-executed Borrowing Base Certificate as of all projected and actual earn-out payments for which any Borrower is or may be obligatedthe last Business Day of the prior month, including any variance in together with supporting information as required by the amount or timing of actual payments compared against the most recent projection of such payments Credit Agreement, and (z) a duly-executed Compliance Certificate with respect to the cash flow restrictions and other payment restrictions set forth in subparagraph f below; and (iii) the Company shall deliver to the Agentshall, immediately upon receipt thereof, deliver to the Agent copies of any correspondence, letters of intent, agreements or similar documents pertaining in any manner to any proposed sale or other disposition of any assets of the Company or its Subsidiaries other than in the ordinary course of business; and (iv) the Company shall provide to the Agent, within five (5) business days following any request by the Agent, a current listing of correct names and addresses of account debtors (together with periodic updates to such listing upon request by the Agent). If requested by the Agent, the Borrowers promptly shall provide detailed backup for the monthly summary of agings of accounts payable and accounts receivable.
c. Except to the extent expressly excused or waived under the terms and conditions set forth in this Amendment, the The Borrowers shall pay when due all amounts owed to the Agent and the Lenders under the Loan Documents. The parties agree that no course of dealing is intended or is capable of being inferred from the Lenders' prior agreement (as described in the recitals to this Amendment) to a one-time deferral of principal installments.
d. The aggregate outstanding amount of the Revolving Credit Loans Loans, together with the face amount of any Facility LCs, shall not exceed the maximum amount described in Article 2 of this Amendment.
e. All representations and warranties made by the Borrowers under this Amendment shall be true and correct.
(i) There shall be no material adverse change in having a Material Adverse Effect on the financial performance or condition of the Borrowers as compared with the projections submitted to and approved by the Agent and the Lenders in the Approved Budget Accepted Forecast pursuant to Section 4.3 4.4 of this Amendment.
(ii) For each "Measuring Period" (defined below) during the Restructuring Period, the actual cumulative "Pre-Earn-out Net Cash Flow" (defined below) of the Company and its domestic Subsidiaries on a consolidated basis during such Measuring Period shall equal or exceed the projected Pre-Earn-out cumulative Net Cash Flow for such Measuring Period as compared against set forth in the Approved BudgetAccepted Forecast, within a negative variance of twenty percent $1,500,000 for each Measuring Period. The term "Net Cash Flow" shall mean the excess (20%if any) of the consolidated aggregate cash receipts of the Company and its domestic Subsidiaries during the relevant period (excluding (a) any advances of Loans under the Credit Agreement and (b) the amount of Net Cash Proceeds generated by any transaction and distributed to the Lenders as required by the Credit Agreement) compared to the consolidated aggregate cash disbursements of the Company and its domestic Subsidiaries during such period for operating expenses, taxes and debt service (but excluding principal repayments and interest payments to the Lenders and to the Noteholders), all as shown on the reports required pursuant to Section 4.4 of this Amendment and prepared in a manner consistent with the presentation set forth in the Accepted Forecast. The cumulative Net Cash Flow of the Company and its domestic Subsidiaries shall be measured as of the end of each calendar month, for the cumulative period commencing July 1, 2001 and ending on the last day of each successive month (each a "Measuring Period") (i.e., the first Measuring Period shall be a one-month period commencing July 1, 2001 and ten percent (10%) for each ending July 31, 2001, the second Measuring PeriodPeriod shall be a two-month period commencing July 1, 2001 and ending August 31, 2001, etc.).
Appears in 1 contract
Restructuring Conditions. Subject to strict compliance with the terms and conditions set forth herein, the Lenders agree Prudential agrees to refrain forbear from enforcing their its rights and remedies based on the Existing Defaults while the Company Borrower and its consultants develop and implement their plan for improvement of the CompanyBorrower's business and financial condition, provided that (i) except to the extent and on the terms set forth expressly herein, the Agent and the Lenders do not waive Prudential's waiver of the Existing Defaults shall be solely in accordance with the terms and conditions set forth herein and (ii) the such agreement contained herein to forbear shall not create a waiver of the right of any holder of the Agent or the LendersNotes, upon the occurrence of a default hereunder or an Event of Default hereunder or (other than the Existing Defaults) under the Loan Documents, to enforce available rights and remedies at any time, in their sole discretion, in accordance with the Credit Note Agreement (as modified herein) and the other Loan Documents. Absent an earlier default hereunder or an Event of DefaultDefault (other than the Existing Defaults) under the Note Documents, the Borrowers period during which Prudential shall be permitted to implement their restructuring efforts during the period forbear is from the Third Second Amendment Effective Date through September 14November 30, 2001 (the "Restructuring Period"). The Borrowers' restructuring opportunity Prudential's forbearance shall be governed by and subject to the following terms and conditions:
a. The Company Borrower shall keep the representatives holders of the Agent Notes and the Lenders their consultants apprised of the Borrowers' Borrower's business and financial operations and of any material discussions and negotiations (other than discussions or negotiations in the ordinary course of the Borrower's business) pertaining to lessors, vendors, suppliers, customers, earn-out other creditors, joint venture partners, acquisition targets partners or potential purchasers of any business segments or significant assets of any the Borrower. Reports on such matters shall be provided periodically as appropriate and not less frequently than weeklymonthly.
b. Notwithstanding any prior practice, the Borrowers Borrower shall strictly comply with the financial reporting requirements under the Loan Documents, as modified herein. In addition to the reporting requirements set forth in Sections 6.1 and 6.2 paragraph 5A of the Credit Note Agreement (as modified herein), (i) not later than Thursday Wednesday of each week during the Restructuring Period, the Company Borrower and its financial and operational advisors will deliver to holders of the Agent and the LendersNotes, in form and detail satisfactory to the AgentRequired Holder(s), weekly updates related to the detailed 13-week rolling domestic cash flow forecast as required under Section 4.3 4.4 of this Amendment; (ii) not later than the tenth twentieth (10th20th) Business Day day of each month during the Restructuring Period, the Company Borrower and its financial and operational advisors will deliver to holders of the Agent and the LendersNotes, in form and detail satisfactory to the AgentRequired Holder(s), (x) detailed a summary of agings of accounts payable and accounts receivable for each the Borrower as of the end of the prior month, and (y) a detailed schedule of all projected and actual earn-out payments for which any Borrower is or may be obligated, including any variance in the amount or timing of actual payments compared against the most recent projection of such payments and (z) a duly-executed Compliance Certificate certificate showing compliance with respect to the cash flow restrictions and other payment restrictions set forth in subparagraph f belowe below (with computations in reasonable detail); and (iii) the Company shall deliver to the AgentBorrower shall, immediately upon receipt thereof, deliver to holders of the Notes copies of any correspondence, letters of intent, agreements or similar documents pertaining in any manner to any proposed sale or other disposition of any assets of the Company Borrower or its Subsidiaries other than in the ordinary course of business.
c. Except ; and (iv) the Company shall provide to the extent expressly excused or waived under holders of the terms Notes, within five (5) business days following any request by the Required Holder(s), a current listing of correct names and conditions set forth in this Amendmentaddresses of account debtors (together with periodic updates to such listing upon requests by the Required Holder(s). If requested by the Required Holder(s), the Borrowers Borrower shall pay when due all amounts owed to the Agent and the Lenders under the Loan Documents. The parties agree that no course of dealing is intended or is capable of being inferred from the Lenders' prior agreement (as described in the recitals to this Amendment) to a one-time deferral of principal installments.
d. The aggregate outstanding amount of the Revolving Credit Loans shall not exceed the maximum amount described in Article 2 of this Amendment.
e. All representations and warranties made by the Borrowers under this Amendment shall be true and correct.
(i) There shall be no material adverse change in the financial performance or condition of the Borrowers as compared with the projections submitted to and approved by the Agent and the Lenders in the Approved Budget pursuant to Section 4.3 of this Amendment.
(ii) For each "Measuring Period" (defined below) during the Restructuring Period, the actual cumulative "Pre-Earn-out Net Cash Flow" (defined below) of the Company and its Subsidiaries on a consolidated basis during such Measuring Period shall equal or exceed the projected Pre-Earn-out Net Cash Flow for such Measuring Period as compared against the Approved Budget, within a negative variance of twenty percent (20%) for the first Measuring Period and ten percent (10%) for each Measuring Periodpromptly
Appears in 1 contract
Sources: Note Purchase Agreement (Corrpro Companies Inc /Oh/)
Restructuring Conditions. Subject From and after the Sixth Amendment Effective Date, and subject to strict compliance with the terms and conditions set forth hereinherein (but without waiving the Existing Defaults), the Lenders Banks agree to refrain from enforcing their rights and remedies based on the Existing Defaults (including, without limitation, the termination of the Commitments) while the Company Loan Parties and its their consultants attempt to formulate and implement their plan for improvement of the Company's Loan Parties’ financial condition, provided that (i) except to the extent and on the terms set forth expressly herein, the Agent and the Lenders do not waive the Existing Defaults and (ii) the agreement contained herein shall not create a waiver of the right of the Agent or the LendersBanks, upon the occurrence of an a Restructuring Event of Default hereunder or under the Loan Documents(as defined in Section 1.6 hereof), to enforce available rights and remedies at any timetime (including, without limitation, the termination of the Commitments), in their sole discretion, in accordance with the Credit Agreement (as modified herein) and the other Loan Documents. Absent an earlier Restructuring Event of Default, the Borrowers Loan Parties shall be permitted to implement their restructuring efforts during the period from the Third Sixth Amendment Effective Date through September 14April 30, 2001 2003 (the "“Restructuring Period"”). The Borrowers' Loan Parties’ restructuring opportunity shall be governed by and subject to the following terms and conditions:
a. The Company shall keep the representatives of the Agent and the Lenders Banks apprised of the Borrowers' Loan Parties’ business and financial operations and of any material discussions and negotiations pertaining to lessors, vendors, suppliers, customers, earn-out creditors, joint venture partners, acquisition targets or potential purchasers of any business segments or significant assets of any Borrower. Reports on such matters shall be provided periodically as appropriate and not less frequently than weeklyLoan Party.
b. Notwithstanding any prior practice, the Borrowers Loan Parties shall strictly comply with the financial reporting requirements under the Loan Documents, as modified herein. In addition As a supplement to the reporting requirements set forth in Sections 6.1 and 6.2 Section 10.1 of the Credit Agreement (as modified herein)Agreement, (i) not later than Thursday of each week during the Restructuring Period, the Company and its financial and operational advisors will deliver to the Agent and the LendersBanks, in form and detail satisfactory to the Agent, weekly updates related to the detailed 13-week rolling domestic cash flow forecast as required under Section 4.3 4.2 of this Amendment; (ii) and not later than the tenth (10th) Business Day of each month during the Restructuring Period, the Company and its financial and operational advisors consultants will deliver to the Agent and the LendersBanks, in form and detail satisfactory to the Agent, (x) detailed summary agings of accounts payable and accounts receivable for each Borrower Loan Party as of the end of the prior month, (y) a detailed schedule of all projected and actual earn-out payments for which any Borrower is or may be obligated, including any variance in the amount or timing of actual payments compared against the most recent projection of such payments and (z) a duly-executed Compliance Certificate with respect to the cash flow restrictions and other payment restrictions set forth in subparagraph f below; and (iii) the . The Company shall further deliver to the Agent, immediately promptly upon receipt thereof, copies of any correspondence, letters of intent, agreements or similar documents pertaining in any manner to any proposed sale or other disposition of any assets of any of the Company or its Subsidiaries Loan Parties other than in the ordinary course of businessbusiness and aggregating in excess of $500,000, including, without limitation, sales described in Section 1.3(c)(iii) hereof.
c. Except to the extent expressly excused or waived under the terms and conditions set forth in this Amendment, the Borrowers (i) The Loan Parties shall pay when due all amounts owed to the Agent and the Lenders Banks under the Loan Documents. , as amended by this Amendment.
(ii) The parties Banks agree that no course to permit payments of dealing is intended principal on Term Loan A in accordance with the terms and conditions of Substitute Term Note A attached hereto as Exhibit C. At the end of the Restructuring Period (on April 30, 2003), or is capable upon the occurrence of being inferred from an earlier Restructuring Event of Default, the Lenders' prior agreement (entire principal amount of Term Loan A and any accrued but unpaid interest thereon shall immediately be due and payable without further action on behalf of the Agent or the Banks, and the Banks shall have the remedies as described in this Amendment.
(iii) Pursuant to Section 10.11 of the recitals Credit Agreement, during the Restructuring Period the Loan Parties may continue to sell certain obsolete or excess machinery and equipment (herein the "Excess Equipment") from time to time hereafter identified for sale by the Loan Parties, pursuant to such marketing and sale program acceptable to the Required Banks as the Company may hereafter establish, having a value not to exceed in the aggregate $1,000,000.00. Pursuant to such marketing and sale program as approved by the Required Banks, the Company shall (a) from time to time designate the Excess Equipment for sale, in writing to the Agent, (b) advise the Agent in writing of proposed sales of such Excess Equipment, and (c) effectuate such sales upon the consent of the Required Banks. Unless a Restructuring Event of Default shall have occurred, (i) 80% of the proceeds of each sale of Excess Equipment shall be immediately delivered by the Loan Parties to the Agent, and, notwithstanding the principal payment schedule provided by Section 1.3(c)(ii) hereof, shall be applied by the Banks as a prepayment of the principal payable under each Substitute Term Note A dated the date hereof delivered to the Banks pursuant to this Amendment, and (ii) the remaining proceeds of each sale of Excess Equipment may be retained by the Loan Parties for general corporate purposes. The Agent agrees to a one-time deferral promptly furnish appropriate lien releases and terminations with respect to any sale or sales completed in conformance with the terms of principal installmentsthis Section 1.3(c)(iii).
d. The aggregate outstanding amount of the Revolving Credit Loans shall not exceed the maximum amount described in Article 2 of this AmendmentRevolving Credit Commitment.
e. All representations and warranties made by the Borrowers Loan Parties under this Amendment shall be true and correct.
(i) There No event shall be no material adverse change in the financial performance or condition of the Borrowers as compared occur which would have a Material Adverse Effect with the projections submitted respect to and approved by the Agent and the Lenders in the Approved Budget pursuant to Section 4.3 of this Amendmentany Loan Party.
(ii) For each "Measuring Period" (defined below) The Consolidated EBITDA of the Loan Parties during the Restructuring Period, Period shall be not less than the actual cumulative "Pre-Earn-out Net Cash Flow" (defined below) following amounts as of the Company and its Subsidiaries on a consolidated basis during such Measuring Period shall equal or exceed the projected Pre-Earn-out Net Cash Flow for such Measuring Period as compared against the Approved Budgetfollowing dates: May 25, within a negative variance of twenty percent (20%) for the first Measuring Period and ten percent (10%) for each Measuring Period2002 June 29, 2002 July 27, 2002 August 24, 2002 September 28, 2002 October 26, 2002 November 23, 2002 December 28 2002 January 25, 2003 February 22, 2003 March 29, 2003 April 26, 2003 $482,000 $1,126,000 $1,348,000 $1,922,000 $2,644,000 $3,176,000 $3,619,000 $3,538,000 $4,185,000 $4,919,000 $5,592,000 $6,274,000
Appears in 1 contract
Restructuring Conditions. Subject From and after the Fifth Amendment Effective Date, subject to strict compliance with the terms and conditions set forth hereinherein (but without waiving the Existing Defaults), the Lenders Banks agree to refrain from enforcing their rights and remedies based on the Existing Defaults while the Company Loan Parties and its their consultants attempt to formulate and implement their plan for improvement of the Company's Loan Parties’ financial condition, provided that (i) except to the extent and on the terms set forth expressly herein, the Agent and the Lenders do not waive the Existing Defaults and (ii) the agreement contained herein shall not create a waiver of the right of the Agent or the LendersBanks, upon the occurrence of an a Restructuring Event of Default hereunder or under the Loan Documents(as defined in Section 1.6 hereof), to enforce available rights and remedies at any time, in their sole discretion, in accordance with the Credit Agreement (as modified herein) and the other Loan Documents. Absent an earlier Restructuring Event of Default, the Borrowers Loan Parties shall be permitted to implement their restructuring efforts during the period from the Third Fifth Amendment Effective Date through September 14June 28, 2001 2002 (the "“Restructuring Period"”). The Borrowers' Loan Parties’ restructuring opportunity shall be governed by and subject to the following terms and conditions:
a. The Company shall keep the representatives of the Agent and the Lenders Banks apprised of the Borrowers' Loan Parties’ business and financial operations and of any material discussions and negotiations pertaining to lessors, vendors, suppliers, customers, earn-out creditors, joint venture partners, acquisition targets or potential purchasers of any business segments or significant assets of any Borrower. Reports on such matters shall be provided periodically as appropriate and not less frequently than weeklyLoan Party.
b. Notwithstanding any prior practice, the Borrowers Loan Parties shall strictly comply with the financial reporting requirements under the Loan Documents, as modified herein. In addition As a supplement to the reporting requirements set forth in Sections 6.1 and 6.2 Section 10.1 of the Credit Agreement (as modified herein)Agreement, (i) not later than Thursday of each week during the Restructuring Period, the Company and its financial and operational advisors will deliver to the Agent and the LendersBanks, in form and detail satisfactory to the Agent, weekly updates related to the detailed 13-week rolling domestic cash flow forecast as required under Section 4.3 4.2 of this Amendment; (ii) and not later than the tenth (10th) Business Day of each month during the Restructuring Period, the Company and its financial and operational advisors consultants will deliver to the Agent and the LendersBanks, in form and detail satisfactory to the Agent, (x) detailed summary agings of accounts payable and accounts receivable for each Borrower Loan Party as of the end of the prior month, (y) a detailed schedule of all projected and actual earn-out payments for which any Borrower is or may be obligated, including any variance in the amount or timing of actual payments compared against the most recent projection of such payments and (z) a duly-executed Compliance Certificate with respect to the cash flow restrictions and other payment restrictions set forth in subparagraph f below; and (iii) the . The Company shall further deliver to the Agent, immediately promptly upon receipt thereof, copies of any correspondence, letters of intent, agreements or similar documents pertaining in any manner to any proposed sale or other disposition of any assets of any of the Company or its Subsidiaries Loan Parties other than in the ordinary course of businessbusiness and aggregating in excess of $500,000, including the Montpelier Sale (if the Agent shall request such materials with respect to the Montpelier Sale), and sales described in Section 1.3(c)(iii) hereof.
c. Except to the extent expressly excused or waived under the terms and conditions set forth in this Amendment, the Borrowers (i) The Loan Parties shall pay when due all amounts owed to the Agent and the Lenders Banks under the Loan Documents. , as amended by this Amendment.
(ii) The parties Banks agree that no course to permit payments of dealing is intended principal on Term Loan A in accordance with the terms and conditions of Substitute Term Note A attached hereto as Exhibit C. At the end of the Restructuring Period (on June 28, 2002), or is capable upon the occurrence of being inferred from an earlier Restructuring Event of Default, the Lenders' prior agreement (entire principal amount of Term Loan A and any accrued but unpaid interest thereon shall immediately be due and payable without further action on behalf of the Agent or the Banks, and the Banks shall have the remedies as described in this Amendment.
(iii) Pursuant to Section 10.11 of the recitals Credit Agreement, during the Restructuring Period the Loan Parties may continue to sell certain obsolete or excess machinery and equipment (herein the "Excess Equipment") from time to time hereafter identified for sale by the Loan Parties, pursuant to such marketing and sale program acceptable to the Required Banks as the Company may hereafter establish, having a value not to exceed in the aggregate $1,000,000.00. Pursuant to such marketing and sale program as approved by the Required Banks, the Company shall (a) from time to time designate the Excess Equipment for sale, in writing to the Agent, (b) advise the Agent in writing of proposed sales of such Excess Equipment, and (c) effectuate such sales upon the consent of the Required Banks. Unless a Restructuring Event of Default shall have occurred, (i) 80% of the proceeds of each sale of Excess Equipment shall be immediately delivered by the Loan Parties to the Agent, and, notwithstanding the principal payment schedule provided by Section 1.3(c)(ii) hereof, shall be applied by the Banks as a prepayment of the principal payable under each Substitute Term Note A dated the date hereof delivered to the Banks pursuant to this Amendment, and (ii) the remaining proceeds of each sale of Excess Equipment may be retained by the Loan Parties for general corporate purposes. The Agent agrees to a one-time deferral promptly furnish appropriate lien releases and terminations with respect to any sale or sales completed in conformance with the terms of principal installmentsthis Section 1.3(c)(iii).
d. The aggregate outstanding amount of the Revolving Credit Loans shall not exceed the maximum amount described in Article 2 Revolving Credit Commitment, as modified under the terms of this Amendment.
e. All representations and warranties made by the Borrowers Loan Parties under this Amendment shall be true and correct.
(i) There No event shall be no material adverse change in the financial performance or condition of the Borrowers as compared occur which would have a Material Adverse Effect with the projections submitted respect to and approved by the Agent and the Lenders in the Approved Budget pursuant to Section 4.3 of this Amendmentany Loan Party.
(ii) For each "Measuring Period" (defined below) during the Restructuring Period, the actual cumulative "Pre-Earn-out Net Cash Flow" (defined below) of the Company and its Subsidiaries Loan Parties on a consolidated basis during such Measuring Period shall equal or exceed the projected Pre-Earn-out Net Cash Flow for such Measuring Period as compared against the Approved Budget (or Updated Approved Budget, as applicable hereunder, in each case as defined in Section 4.2 hereunder), within a negative variance of twenty percent (20%) for the first Measuring Period and ten percent not to exceed (10%) for each Measuring Period. The term "Net Cash Flow" shall mean the excess (if any) of the consolidated aggregate cash receipts of the Loan Parties during the relevant period (including the Loan Parties' share (if any) of any cash proceeds generated by any sale of assets as otherwise permitted under this Amendment) compared to the consolidated aggregate cash disbursements of the Loan Parties during such period for operating expenses, taxes and debt service, all as shown on the reports required pursuant to Section 4.2 of this Amendment and prepared in a manner consistent with the presentation set forth in the Approved Budget and the Updated Approved Budget, as applicable. The cumulative Net Cash Flow of the Loan Parties shall be measured as of the end of each calendar month, for the cumulative period commencing May 1, 2002 and ending on the last day of each successive month (each a "Measuring Period") (i.e., the first Measuring Period shall be a one-month period commencing May 1, 2002 and ending May 31, 2002, the second Measuring Period shall be a two-month period commencing May 1, 2002 and ending June 30, 2002, etc.).
Appears in 1 contract
Restructuring Conditions. Subject From and after the Third Amendment Effective Date, subject to strict compliance with the terms and conditions set forth herein, the Lenders Banks agree to refrain from enforcing their rights and remedies based on the Existing Defaults while the Company Loan Parties and its their consultants attempt to formulate and implement their plan for improvement of the Company's Loan Parties' financial condition, provided that (i) except to the extent and on the terms set forth expressly herein, the Agent and the Lenders do not waive the Existing Defaults and (ii) the agreement contained herein shall not create a waiver of the right of the Agent or the LendersBanks, upon the occurrence of an a Restructuring Event of Default hereunder or under the Loan Documents(as defined in Section 1.7 hereof), to enforce available rights and remedies at any time, in their sole discretion, in accordance with the Credit Agreement (as modified herein) and the other Loan Documents. Absent an earlier Restructuring Event of Default, the Borrowers Loan Parties shall be permitted to implement their restructuring efforts during the period from the Third Amendment Effective Date through September 14April 30, 2001 2002 (the "Restructuring Period"). The BorrowersLoan Parties' restructuring opportunity shall be governed by and subject to the following terms and conditions:
a. The Company shall keep the representatives of the Agent and the Lenders Banks apprised of the BorrowersLoan Parties' business and financial operations and of any material discussions and negotiations pertaining to lessors, vendors, suppliers, customers, earn-out creditors, joint venture partners, acquisition targets or potential purchasers of any business segments or significant assets of any Borrower. Reports on such matters shall be provided periodically as appropriate and not less frequently than weeklyLoan Party.
b. Notwithstanding any prior practice, the Borrowers Loan Parties shall strictly comply with the financial reporting requirements under the Loan Documents, as modified herein. In addition As a supplement to the reporting requirements set forth in Sections 6.1 and 6.2 Section 10.1 of the Credit Agreement (as modified herein)Agreement, (i) not later than Thursday of each week during the Restructuring Period, the Company and its financial and operational advisors will deliver to the Agent and the LendersBanks, in form and detail satisfactory to the Agent, weekly updates related to the detailed 13-week rolling domestic cash flow forecast as required under Section 4.3 4.2 of this Amendment; (ii) and not later than the tenth (10th) Business Day of each month during the Restructuring Period, the Company and its financial and operational advisors consultants will deliver to the Agent and the LendersBanks, in form and detail satisfactory to the Agent, (x) detailed summary agings of accounts payable and accounts receivable for each Borrower Loan Party as of the end of the prior month, (y) a detailed schedule of all projected and actual earn-out payments for which any Borrower is or may be obligated, including any variance in the amount or timing of actual payments compared against the most recent projection of such payments and (z) a duly-executed Compliance Certificate with respect to the cash flow restrictions and other payment restrictions set forth in subparagraph f below; and (iii) the . The Company shall further deliver to the Agent, immediately promptly upon receipt thereof, copies of any correspondence, letters of intent, agreements or similar documents pertaining in any manner to any proposed sale or other disposition of any assets of any of the Company or its Subsidiaries Loan Parties other than in the ordinary course of businessbusiness and aggregating in excess of $500,000, including without limitation, the Montpelier Sale.
c. Except to the extent expressly excused or waived under the terms and conditions set forth in this Amendment, the Borrowers (i) The Loan Parties shall pay when due all amounts owed to the Agent and the Lenders Banks under the Loan Documents. , as amended by this Amendment.
(ii) The parties Banks agree that no course to permit payments of dealing is intended principal on Term Loan A in accordance with the terms and conditions of Substitute Term Note A attached hereto as Exhibit C. At the end of the Restructuring Period (on April 30, 2002), or is capable upon the occurrence of being inferred from an earlier Restructuring Event of Default, the Lenders' prior agreement (entire principal amount of Term Loan A and any accrued but unpaid interest thereon shall immediately be due and payable without further action on behalf of the Agent or the Banks, and the Banks shall have the remedies as described in the recitals to this Amendment) to a one-time deferral of principal installments.
d. The aggregate outstanding amount of the Revolving Credit Loans shall not exceed the maximum amount described in Article 2 Revolving Credit Commitment, as modified under the terms of this Amendment.
e. All representations and warranties made by the Borrowers Loan Parties under this Amendment shall be true and correct.
(i) There No event shall be no material adverse change in the financial performance or condition of the Borrowers as compared occur which would have a Material Adverse Effect with the projections submitted respect to and approved by the Agent and the Lenders in the Approved Budget pursuant to Section 4.3 of this Amendmentany Loan Party.
(ii) For each "Measuring Period" (defined below) during the Restructuring Period, the actual cumulative "Pre-Earn-out Net Cash Flow" (defined below) of the Company and its Subsidiaries Loan Parties on a consolidated basis during such Measuring Period shall equal or exceed the projected Pre-Earn-out Net Cash Flow for such Measuring Period as compared against the Approved Budget (or Updated Approved Budget, as applicable hereunder), within a negative variance of the greater of: (a) $500,000 or thirty percent (30%) for the first Measuring Period, (b) $500,000 or twenty percent (20%) for the first second Measuring Period Period, and (c) $500,000 or ten percent (10%) for each Measuring Period thereafter. The term "Net Cash Flow" shall mean the excess (if any) of the consolidated aggregate cash receipts of the Loan Parties during the relevant period (including the Loan Parties' share (if any) of any cash proceeds generated by any sale of assets as otherwise permitted under this Amendment) compared to the consolidated aggregate cash disbursements of the Loan Parties during such period for operating expenses, taxes and debt service, all as shown on the reports required pursuant to Section 4.2 of this Amendment and prepared in a manner consistent with the presentation set forth in the Approved Budget and the Updated Approved Budget. The cumulative Net Cash Flow of the Loan Parties shall be measured as of the end of each calendar month, for the cumulative period commencing April 1, 2000 and ending on the last day of each successive month (each a "Measuring Period") (i.e., the first Measuring Period shall be a one-month period commencing April 1, 2000 and ending April 30, 2000, the second Measuring Period shall be a two-month period commencing April 1, 2000 and ending May 31, 2000, etc.).
Appears in 1 contract