New Senior Notes. The Company and the Domestic Subsidiaries shall have executed and delivered the New Indenture, the New Senior Notes and all related agreements, instruments and documents, and the Company shall have received at least $250,000,000 of gross cash proceeds thereof.
New Senior Notes. The Parent Borrower shall have consummated the issuance of the New Senior Notes on terms reasonably satisfactory to the Lead Arrangers.
New Senior Notes. The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially contemporaneous with the effectiveness of this Amendment, the Borrower shall have issued New Senior Notes in an aggregate principal amount of at least $500,000,000.
New Senior Notes. The senior notes issued pursuant to the New Senior Note Indenture.
New Senior Notes. (a) On the Effective Date, (i) the Borrower shall have received gross cash proceeds of $198,000,000 from the issuance by it of the New Senior Notes and (ii) the Borrower shall have utilized the full amount of the net cash proceeds received from the issuance of the New Senior Notes to make payments owing in connection with the Transaction prior to utilizing any proceeds of the Loans for such purpose.
(b) On or prior to the Effective Date, there shall have been delivered to the Administrative Agent true and correct copies of the New Senior Note Documents, and all of the terms and conditions of the New Senior Note Documents (including, without limitation, amortization, maturities, interest rates, covenants, defaults, remedies and sinking fund provisions) shall be in substantial conformity with the description thereof in the New Senior Note Offering Memorandum, and with such other terms as are reasonably acceptable to the Agents.
New Senior Notes. Notwithstanding anything to the contrary in any Loan Document, nothing contained in any Loan Document shall prevent (a) the incurrence of any Debt evidenced by any New Senior Note Document, (b) the granting or existence of any Liens on the Escrow Account, the Escrowed Funds or any New Senior Note Document or pursuant to any New Senior Notes Escrow Document, in each case, in favor of the Escrow Agent or the trustee under the New Senior Notes Indenture (or their designees), (c) the holding of the Escrowed Funds in the Escrow Account or (d) any other transaction contemplated by the New Senior Notes Documents (it being understood, for the avoidance of doubt, that any such incurrences of Debt, granting of Liens and other transactions shall be deemed made exclusively in reliance upon this Section 1.9 and not any other exception or basket under any other provision of any Loan Document). The Lenders, the Issuing Lenders and their respective Affiliates hereby agree that none of the Administrative Agent, the Collateral Agent or any Affiliate thereof shall have any liability or obligation to the Lenders, in their capacities as such, with respect to any transactions contemplated by the New Senior Notes Documents.
New Senior Notes. The 11 1/2% new Senior Notes due 2010 that are ---------------- identical to the Senior Notes, except that such New Senior Notes bear no legends regarding transfer restrictions, issued pursuant to an Indenture in the Exchange Offer or as contemplated by Sections 4 and 6 hereof.
New Senior Notes. Any New Senior Notes issued on or before the Effective Date shall be unsecured and unguaranteed, and the interest rate, covenants, defaults, remedies and all other material terms thereof shall be reasonably satisfactory to Administrative Agent.
New Senior Notes. If (i) any New Senior Notes had been issued prior to, or are issued on, the Closing Date, Xxxxxxxx Tobacco shall have duly authorized, executed and delivered a guaranty of such New Senior Notes that satisfies the requirements of the agreements governing same (which guaranty will be reasonably satisfactory to the Senior Managing Agents) and (ii) any New Senior Notes had been issued prior to the Closing Date and the proceeds of such issuance had been deposited in a trust arrangement provided for in the agreements governing the New Senior Notes, all amounts so deposited in such trust arrangement shall have been released to the Borrower.
New Senior Notes. On the Restatement Effective Date, the Borrower shall have received gross cash proceeds of $225,000,000 from the issuance by it of a like principal amount of New Senior Notes and shall have utilized the full amount of the cash proceeds to make payments owing in connection with the Transaction prior to the utilization by the Borrower of any proceeds of Loans for such purpose. On the Restatement Effective Date, (w) the issuance of the New Senior Notes shall have been consummated in accordance with the terms and conditions of the Senior Notes Documents and all applicable law, (x) the Administrative Agent shall have received true and correct copies of all New Senior Notes Documents, (y) all New Senior Notes Documents and all terms and conditions thereof (including, without limitation, amortization, maturities, interest rates, covenants, defaults and remedies) shall be in form and substance reasonably satisfactory to each Agent and the Required Lenders and (z) all such New Senior Notes Documents shall be in full force and effect. All conditions precedent to the consummation of the issuance of the New Senior Notes as set forth in the New Senior Notes Documents shall have been satisfied, and not waived unless consented to by each Agent, to the reasonable satisfaction of each Agent.
