Permitted Subordinated Notes means subordinated notes issued by the Borrower or a Guarantor, provided that (a) the terms of such notes provide for customary subordination of such notes to the Obligations and do not provide for any scheduled repayment, mandatory redemption, sinking fund obligation or other payment prior to the Latest Maturity Date then in effect, other than customary offers to purchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights upon an event of default and (b) the covenants, events of default, guarantees and other terms for such notes (provided that such notes shall have interest rates and redemption premiums determined by the Board of Directors of the Borrower to be market rates and premiums at the time of issuance of such notes), taken as a whole, are determined by the Board of Directors of the Borrower to be market terms on the date of issuance and in any event are not more restrictive on the Borrower and the Restricted Subsidiaries, or materially less favorable to the Lenders, than the terms of the Loan Documents and do not require the maintenance or achievement of any financial performance standards other than as a condition to taking specified actions, provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).
Permitted Subordinated Notes means Indebtedness of Holdings or the Parent Borrower, provided that (a) such Indebtedness and any related Guarantees shall not be secured by any Lien, (b) such Indebtedness shall be subject to subordination and intercreditor provisions that are no more favorable to the holders or obligees thereof than the subordination or intercreditor provisions of the Existing Subordinated Notes in any material respect, (c) the Net Proceeds from such Indebtedness shall be used to prepay Tranche B Term Loans pursuant to Section 2.11(d), except that up to $250,000,000 in proceeds from such Indebtedness may instead be used to repay Revolving Loans pursuant to Section 2.09(a) and reduce the balances in respect of the Permitted Receivables Financing, only if, immediately after giving effect to such repayment, the Senior Leverage Ratio is less than 3.00 to 1.00, (d) such Indebtedness shall not have any principal payments due prior to December 15, 2016, whether at maturity or otherwise, except upon the occurrence of a change of control or similar event (including asset sales), in each case so long as the provisions relating to change of control or similar events (including asset sales) included in the governing instrument of such Indebtedness provide that the provisions of this Agreement must be satisfied (or, in the case of asset sales, permit the provisions of this Agreement to be satisfied) prior to the satisfaction of such provisions of such Indebtedness and (e) such Indebtedness bears interest at a fixed rate, which rate shall be, in the good faith judgment of the Parent Borrower’s board of directors, consistent with the market at the time of issuance for similar Indebtedness for comparable issuers or borrowers.
Permitted Subordinated Notes means Indebtedness of Holdings or the Parent Borrower, provided that (a) such Indebtedness and any related Guarantees shall not be secured by any Lien, (b) such Indebtedness shall be subject to subordination and intercreditor provisions that are no more favorable to the holders or obligees thereof than the subordination or intercreditor provisions of the Existing Subordinated Notes in any material respect, (c) the proceeds from such Indebtedness shall be used (i) to repurchase, redeem, repay or otherwise retire the Convertible Debentures, (ii) to repay (subject to Section 6.01(a)(vii)) Revolving Borrowings or obligations arising in respect of the Permitted Receivables Financing, (iii) to prepay Term Borrowings pursuant to Section 2.11(a) or (iv) if after giving effect to the incurrence of such Indebtedness, the Senior Leverage Ratio is less than 2.75 to 1.00, to effect Permitted Acquisitions (provided that the aggregate principal amount of Permitted Subordinated Notes that can be used for financing Permitted Acquisitions pursuant to this clause (iv) shall not exceed $250,000,000, less the aggregate principal amount of Permitted Senior Notes issued pursuant to clause (iii) of the definition thereof), (d) such Indebtedness shall not have any principal payments due prior to the date that is 12 months after the Tranche D Maturity Date, whether at maturity or otherwise, except upon the occurrence of a change of control or similar event (including asset sales), in each case so long as the provisions relating to change of control or similar events (including asset sales) included in the governing instrument of such Indebtedness provide that the provisions of this Agreement must be satisfied prior to the satisfaction of such provisions of such Indebtedness and (e) such Indebtedness bears interest at a fixed rate, which rate shall be, in the good faith judgment of the Parent Borrower's board of directors, consistent with the market at the time of issuance for similar Indebtedness for comparable issuers or borrowers.
Examples of Permitted Subordinated Notes in a sentence
The Obligations are “Designated Senior Debt,” “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Permitted Subordinated Notes Documentation.
Amend or modify any term or provision of any indenture, agreement or instrument evidencing or governing any Permitted Subordinated Notes or Permitted Preferred Stock in any respect that will or may adversely affect the interests of the Lenders.
EPA¢K ‘09 Annual ReportDIRECTOR 23RD APRIL, 20107th Floor, Trust Towers Farrar Avenue, AdabrakaP.
Notwithstanding the foregoing the Subordinated Notes may be repaid from the proceeds of a substantially concurrent Permitted Subordinated Notes Refinancing.
Without limitation of the foregoing, on or prior to the Closing Date, the Company shall have repaid (or shall have provided for payment of) or covenant defeased all of the Existing Subordinated Notes other than the Permitted Subordinated Notes.
More Definitions of Permitted Subordinated Notes
Permitted Subordinated Notes means Indebtedness that (i) is subordinated to the Obligations on terms customary at the time of the incurrence thereof for high-yield subordinated debt securities issued in a public offering, (ii) matures after, and does not require any scheduled amortization, or other scheduled prepayments, repurchases or redemptions of principal prior to, the Maturity Date (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (iii) below), (iii) has terms and conditions (other than interest rate and redemption premiums), taken as a whole, that are not materially less favorable to Borrower as the terms and conditions customary at the time of the incurrence thereof for high-yield subordinated debt securities and (iv) is incurred by Borrower, a Guarantor, or any combination thereof; provided that both immediately prior to, and after giving effect to the incurrence thereof and the application of the proceeds therefrom on a pro forma basis, (x) no Default shall exist or result therefrom and (y) Holdings will be in compliance with the covenants set forth in Section 6.7; and provided, further, that a certificate of an Authorized Officer delivered to Administrative Agent at least ten days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings has determined in good faith that such terms and conditions satisfy the requirements of clause (iii) above shall be conclusive evidence that such terms and conditions satisfy such requirements.
Permitted Subordinated Notes as defined in subsection 11.1(f).
Permitted Subordinated Notes means unsecured subordinated debt securities of the Borrowers (which may be guaranteed on a subordinated basis by Subsidiary Guarantors), the terms of which (and conditions surrounding the issuance of which) satisfy the relevant requirements of Section 9.04(xvii).
Permitted Subordinated Notes means any notes issued by the Borrower, provided that (a) such notes, and any Guarantees thereof, are subordinated in right of payment to the Loan Document Obligations on terms customary at the time of the issuance of such notes for high yield subordinated debt securities issued in a public offering, (b) the stated final maturity thereof shall be no earlier than 91 days after the Maturity Date, and shall not be subject to any conditions that could result in such stated final maturity occurring on a date that precedes the 91st day after the Maturity Date, (c) such notes shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of
Permitted Subordinated Notes means, collectively, the Existing Subordinated Notes and any other Indebtedness of Parent that (a) does not have any principal or sinking fund payment due prior to the date which is one year following the Maturity Date, (b) is subordinated (including interest blockage and delayed acceleration provisions) to the Obligations to at least the same degree as is set forth in the Model Subordinated Indenture, and (c) is issued pursuant to a governing agreement that contains representations, warranties, covenants, change of control provisions, events of default and other provisions which are (i) not more favorable to the holders of such Indebtedness than those contained in the Model Subordinated Indenture (as determined by the Administrative Agent in its discretion), or (ii) substantially identical to those in the Model Subordinated Indenture (as determined by the Administrative Agent), it being understood that the Administrative Agent may conclusively rely upon a written statement by the Borrowers describing any variations between the terms of such Indebtedness and the Model Subordinated Indenture.
Permitted Subordinated Notes means unsecured subordinated notes of the Borrower issued pursuant to an effective registration statement under the Securities Act, Rule 144A thereunder or to one or more Persons in a private placement transaction.
Permitted Subordinated Notes means any subordinated notes issued pursuant to one or more Permitted Subordinated Notes Issuances.