RE: RE: RE: RE: No 30 days notice before the Dec. Assuming Preferred Series 1 holders demanded payment on or after 12/31/2012, wouldn't that put YLO in a position where it would have to breach its bank debt agreements in order to pay out?
Yes. The bank lending agreement explicitly prevents Yellow Media from buying back the Preferred shares for cash.
The Borrower will not declare or pay any distributions (other than distributions
payable solely in its Capital Stock) or return any capital to its shareholders or
make any other distribution, payment or delivery of property or cash to its
shareholders as such, or redeem, retire, purchase or otherwise acquire, directly or
indirectly, for consideration, any of its Capital Stock now or hereafter outstanding
(or any warrants for or options or stock appreciation rights in respect of any of
such Capital Stock), or set aside any funds for any of the foregoing purposes, or
permit any of the other Restricted Entities to purchase or otherwise acquire for
consideration (other than in connection with an investment not prohibited by
Section 9.5) any Capital Stock of the Borrower, now or hereafter outstanding (or
any options or warrants or stock appreciation rights issued by such Person with
respect to its Capital Stock) (all of the foregoing, “Dividends”), provided that, so
long as no Default or Event of Default exists or would exist after giving effect
thereto, (i) the Borrower may redeem in whole or in part any Capital Stock of the
Borrower (A) for another class of Capital Stock or rights to acquire Capital Stock
of the Borrower or (B) with proceeds from substantially concurrent capital
contributions or issuances of new classes of Capital Stock, provided that such
other class of Capital Stock contains terms and provisions at least as advantageous
to the Lenders in all respects material to their interests as those contained in the
Capital Stock redeemed thereby, (ii) the Borrower may repurchase its Capital
Stock held by its officers, directors and employees so long as such repurchase is
pursuant to, and in accordance with the terms of, employment agreements,
management and/or employee option plans or shareholder or partnership
agreements of the Borrower, (iii) the Borrower may make investments not
prohibited by Section 9.5 and (iv) the Borrower may declare and pay dividends on
the preferred shares of the Borrower existing as at the date hereof, (v) the
Borrower may, on or prior to October 17, 2011, pay the dividends on the common
shares of the Borrower that were declared on August 4, 2011.