DEFINITIONS AND ACCOUNTING TERMS
Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
DEFINITIONS AND ACCOUNTING TERMS
Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: “Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person. “Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. “Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 1.01(a), or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. “Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit A or any other form approved by the Administrative Agent.
DEFINITIONS AND ACCOUNTING TERMS
Defined Terms. As used in this Agreement, the following terms have the meanings set forth below:
DEFINITIONS AND ACCOUNTING TERMS
Defined Terms. As used in this Credit Agreement, the following termsSection 1.01. have the meanings provided below: “Acquired Indebtedness” means, with respect to any specified Person, (a) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating with or into, or becoming a Restricted Subsidiary of, such specified Person; and [Credit Agreement]
DEFINITIONS AND ACCOUNTING TERMS
Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: 730197112 18599474
DEFINITIONS AND ACCOUNTING TERMS
Defined Terms. As used in this Agreement, the following terms shall have the meaningsSection 1.01 set forth below. Unless otherwise defined herein, all terms defined in the UCC and used but not defined in this Agreement have the meanings specified in the UCC: “2022 Dollar Senior Notes” means the Dollar-denominated unsecured notes of the U.S. Borrower and Gates Global Co. due 2022 in an aggregate principal amount of $1,040,000,000 issued on June 26, 2014 pursuant to the Senior Notes Indenture. “2022 Dollar Senior Notes Documents” means the Senior Notes Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement). “2024 Euro Term Loans” means the Initial B-2 Euro Term Loans (as defined in the Cash Flow Credit Agreement as in effect on the Second Restatement Effective Date). “2026 Dollar Senior Notes” means the Dollar-denominated 6.25% unsecured senior notes of the U.S. Borrower and Gates Corporation due January 15, 2026 in an aggregate principal amount of $568,000,000 issued on November 22, 2019 pursuant to the 2026 Dollar Senior Notes Indenture. CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6 “2026 Dollar Senior Notes Documents” means the 2026 Senior Notes Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement). “2026 Dollar Senior Notes Indenture” means the Indenture for the 2026 Dollar Senior Notes, dated as of November 22, 2010, among the U.S. Borrower and Gates Corporation, as co-issuers, the guarantors listed therein and U.S. Bank National Association, as trustee, as amended or supplemented from time to time. “ABL Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit K to the Original Credit Agreement (which agreement in such form or with immaterial changes thereto the Collateral Agent is authorized to enter into) among Holdings I, the U.S. Borrower, the Domestic Subsidiaries of the U.S. Borrower from time to time party thereto, the Collateral Agent, the Cash Flow Collateral Agent and one or more collateral agents or representatives for the holders of Indebtedness that is permitted under Section 7.03 to be, and intended to be, secured on a pari passu basis with the Liens securing the Cash Flow Debt. “ABL Priority Collateral” has the meaning given to such term in the ABL Intercreditor Agreement. “A...
DEFINITIONS AND ACCOUNTING TERMS
Defined Terms. SECTION 1.01 As used in this Agreement, the following terms shall have the meanings set forth below: “2026 Dollar Senior Notes” means collectively the Dollar-denominated unsecured notes of the Borrower and Gates Global Co. due 2026 in an aggregate principal amount of $568,000,000 issued November 2019. “ABL Collateral Agent” means Citibank, N.A. and any successor, as agent under the ABL Credit Agreement, or if there is no ABL Credit Agreement, the “ABL Collateral Agent” designated pursuant to the terms of the ABL Debt. “ABL Credit Agreement” means the loan and security agreement, to be dated as of the Closing Date among the Borrower, Holdings I, certain other Subsidiaries of the Borrower, the ABL Collateral Agent and the other financial institutions party thereto, as amended, restated, supplemented or otherwise modified from time to time. “ABL Debt” means (1) any Indebtedness outstanding from time to time under the ABL Credit Agreement, (2) all obligations with respect to such Indebtedness and any Swap Contract incurred with any ABL Lender (or its Affiliates) and secured by the ABL Facility Collateral and (3) all Treasury Services Agreement incurred with any ABL Lender (or its Affiliates) and secured by the ABL Facility Collateral. “ABL Facility Collateral” has the meaning given to such term in the ABL Intercreditor Agreement. - 1- “ABL Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit J-2 (which agreement in such form or with immaterial changes thereto the Collateral Agent is authorized to enter into) among Holdings I, the Borrower, the Subsidiaries of the Borrower from time to time party thereto, the Collateral Agent, the ABL Collateral Agent and one or more collateral agents or representatives for the holders of Indebtedness that is permitted under Section 7.03 to be, and intended to be, secured on a pari passu basis with the Liens securing the Obligations. “ABL Lender” means any lender or holder or agent or arranger of Indebtedness under the ABL Credit Agreement. “ABL Priority Collateral” has the meaning given to such term in the ABL Intercreditor Agreement. “Acceptable Discount” has the meaning set forth in Section 2.05(a)(v)(D)(2). “Acceptable Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(D)(3). “Acceptance and Prepayment Notice” means a notice of the Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit M-3. “Acceptance Date” has the meaning set forth in...
DEFINITIONS AND ACCOUNTING TERMS
Defined Terms. As used in this Agreement the following terms shall have the following respective meanings (and such meanings shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):
DEFINITIONS AND ACCOUNTING TERMS
Defined Terms. Section 1.01 As used in this Agreement, the following terms shall have the meanings set forth below: “2014 Refinancing” means the prepayment of all indebtedness under (i) that certain First Lien Credit Agreement, dated as of August 26, 2011 (as amended, restated, supplemented, or modified from time to time prior to the Amendment No. 2 Effective Date), among Insight Pharmaceuticals LLC, General Electric Capital Corporation, as administrative agent and collateral agent, the lenders party thereto, and the other agents party thereto and (ii) that certain Second Lien Credit Agreement, dated as of August 26, 2011 (as amended, restated, supplemented, or modified from time to time prior to the Amendment No. 2 Effective Date), among Insight Pharmaceuticals LLC, General Electric Capital Corporation, as administrative agent and collateral agent, the lenders party thereto, and the other agents party thereto, shall have been paid in full, and all commitments, security interests and guaranties in connection therewith shall have been terminated and released. “2014 Transaction Expenses” means any fees or expenses incurred or paid by Holdings, the Borrower or any of their respective Subsidiaries in connection with the 2014 Transactions (including expenses in connection with hedging transactions), Amendment No. 3 and the transactions contemplated hereby and thereby. “2014 Transactions” means, collectively, (a) the Insight Acquisition, (b) the Term Loan Acquisition Borrowing on the September 2014 Amendment Closing Date and the execution and delivery by the Borrower and the Subsidiaries party thereto of Amendment No. 2 to the Term Loan Credit Agreement on the September 2014 Amendment Closing Date, (c) the execution and delivery of Amendment No. 3, (d) the 2014 Refinancing and (e) the payment of 2014 Transaction Expenses. “2021 Notes” means the Borrower’s 5.375% Senior Notes due 2021. “2021 Notes Indenture” means the indenture for the 2021 Notes, dated as of December 17, 2013, between the Borrower and U.S. Bank, National Association, as trustee, as the same may be amended, modified, supplemented, replace or refinanced to the extent not prohibited by this Agreement. “2024 Notes” means the Borrower’s 6.375% Senior Notes due 2024. “2024 Notes Indenture” means the indenture for the 2024 Notes, dated as of February 19, 2016, between the Borrower and U.S. Bank, National Association, as trustee, as the same may be amended, modified, supplemented, replace or refinanced to the extent n...
DEFINITIONS AND ACCOUNTING TERMS
Defined Terms
