VQ » Topics » Event of Default

This excerpt taken from the VQ 8-K filed May 4, 2006.
Event of Default”:

(a)           Principal Non Payment.  The Company fails to pay, when and as required to be paid herein, any amount of scheduled principal payment of any Loan, including any mandatory prepayment under Section 2.5 of this Agreement;

(b)           Interest and Expense Non-Payment.  Any Loan Party fails to pay, when and as required to be paid herein, any interest due on any Interest Payment Date, any other payments for fees, expenses, or other amount payable hereunder or under any other Loan Document within three (3) Business Days after the same becomes due and payable;

(c)           Representation or Warranty.  Any written representation or warranty by the Company, any Guarantor or any other Subsidiary made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or other statement by the Company, any Guarantor, any other Subsidiary, or any Responsible Officer, furnished at any time under this Agreement, or in or under any other Loan Document, is incorrect in any material respect on or as of the date made or deemed made;

(d)           Specific Defaults.  Any Loan Party fails to perform or observe any term, covenant or agreement contained in Sections 7.3(a), 7.6, 7.12, 7.13 or 7.15 or in Article VIII, in the Commitment Letter or the Fee Letter Agreement;

(e)           Other Defaults.  The Company, any Guarantor or any other Subsidiary fails to perform or observe any other term or covenant contained in this Agreement or any other

 

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Loan Document, and such default shall continue unremedied for a period of (i) 15 days, in the case of Sections 7.1 and 7.14 and (ii) 30 days, in all other cases after the earlier of (x) the date upon which a Responsible Officer knew or reasonably should have known of such default or (y) the date upon which written notice thereof is given to the Company by the Administrative Agent or any Lender;

(f)            Cross Default.  (i) The Company, any Guarantor or any other Subsidiary (x) fails to make any payment of more than $5,000,000 in respect of any Indebtedness or Contingent Obligation (other than in respect of the First Lien Credit Agreement) when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure; or (y) fails after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation having an aggregate principal amount of more than $5,000,000 (other than in respect of the First Lien Credit Agreement) if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity, or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or (ii) any Indebtedness or Contingent Obligation of the Company, any Guarantor or any other Subsidiary in excess of $5,000,000 shall be declared due and payable prior to its stated maturity or cash collateral is demanded in respect of such Contingent Obligation; or (iii) an “Event of Default” (as defined in the Senior Notes Indenture as in effect on the Restatement Effective Date), or any other or additional “Event of Default” which may be added to or otherwise be included or exist after the Restatement Effective Date in the Senior Notes Indenture, shall occur and be continuing; or (iv) a Triggering Event shall occur; or (v) (x) an “Event of Default” (as defined in the First Lien Credit Agreement as in effect on the Restatement Effective Date), or any other or additional “Event of Default” which may be added to or otherwise be included or exist after the Effective Date in the First Lien Credit Agreement, shall have occurred and be continuing and (y) (A) such “Event of Default” shall continue unremedied for a period of 45 days after the earlier of (1) the date upon which a Responsible Officer knew or reasonably should have known of such “Event of Default” or (2) the date upon which notice of such “Event of Default” is given by the First Lien Credit Agent or a First Lien Credit Lender to the Company, or by the Company to the First Lien Credit Agent or a First Lien Credit Lender or (B) the acceleration of the maturity of any of the First Lien Loans shall have occurred as a result of such “Event of Default” or (C) any of the First Lien Commitments shall have been terminated as a result of such “Event of Default”;

(g)           Insolvency; Voluntary Proceedings.  The Company, any Guarantor or any Subsidiary (i) generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) commences any Insolvency Proceeding with respect to itself; or (iii) takes any action to effectuate or authorize any of the foregoing;

(h)           Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against the Company, any Guarantor or any Subsidiary, or any writ,

 

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judgment, warrant of attachment, execution or similar process, is issued or levied against all or a substantial part of the Company’s, any Guarantor’s or any Subsidiary’s Properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within 60 days after commencement, filing or levy; (ii) the Company, any Guarantor or any Subsidiary admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) the Company, any Guarantor or any Subsidiary acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its Property or business;

(i)            Monetary Judgments.  One or more non-interlocutory judgments, non-interlocutory orders, decrees or arbitration awards is entered against the Company, any Guarantor or any other Subsidiary involving in the aggregate a liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) as to any single or related series of transactions, incidents or conditions, of $5,000,000 or more, and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of 30 days after the entry thereof;

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