New Senior Secured Notes Sample Clauses

New Senior Secured Notes. Reorganized Teletrac shall cause to be kept at its principal office a register for the registration and transfer of the Senior Secured Notes as hereinafter provided. Subject to the restrictions on transfer under the Securities Act, Reorganized Teletrac will at any time, at its expense, at the request of the holder of any Senior Secured Note, and upon surrender of such Senior Secured Note for such purpose, issue new Senior Secured Notes in exchange therefor, registered in the name of the holder or such person or persons as may be designated by such holder, dated the date to which interest has been paid on the surrendered Senior Secured Note, in an aggregate principal amount equal to the unpaid principal amount of such Senior Secured Note and substantially in the form of such Senior Secured Note with appropriate variations.
Sample 1
AutoNDA by SimpleDocs
New Senior Secured Notes. On November 26, 2010, Wind Acquisition Finance S.A. issued senior secured notes due February 2018 (the “New Senior Secured Notes”). The New Senior Secured Notes were issued in two tranches consisting of a 73/8% €1.75 billion tranche and a 71/4% US$1.3 billion tranche.
Sample 1
New Senior Secured Notes. Issuer: BNHI Guarantors: Except as otherwise agreed, all direct and indirect subsidiaries of BNHI Principal Amount: $150,000,000 senior secured notes (the “New Senior Secured Notes”) Interest Rate: 10.5% Default Interest Rate: 2% in excess of the Interest Rate on any defaulted amount Maturity Date: 5 years from issue date Optional Redemption: The Issuer may, at its option, redeem all or any portion of the New Senior Secured Notes at the redemption prices set forth below, plus accrued and unpaid interest to the redemption date: Within six months of issue date 100% Six months to 18 months following issue date 105% 18 months to 30 months following issue date 104% 30 months to 42 months following issue date 103% 42 months to 54 months following issue date 102% 54 months to 60 months following issue date 100% Collateral: Not less than what is currently provided with respect to the Existing Notes. Covenants: Substantially similar to those in the Existing Indenture, subject to the changes detailed below. Reporting Obligations: Obligations to file financial reports with the Securities and Exchange Commission that are substantially similar to those under the Existing Indenture. New Common Stock: Of the new common stock issued by the restructured Issuer (the “New Common Stock”), 97.5% of the initial New Common Stock as of the Effective Date, subject to subsequent dilution by exercise of the Equity Holder Warrants (as defined below) and any equity issued under a management incentive plan (the “MIP”). With respect to the resolution of shareholder and regulatory issues relating to Holders with nominal amounts of Existing Senior Notes, including any payments proposed to be made in connection therewith, the Company and the Required Consenting Noteholders shall resolve such issues on terms satisfactory to the Required Consenting Noteholders. EXISTING INDENTURE AMENDMENTS The provisions of the Existing Indenture will be modified as set forth below. Certain capitalized terms used in this “Covenants” section but not otherwise defined have the meanings set forth in the Existing Indenture. General • Eliminate provisions regarding ATX Acquisition and related escrow concept. • Delete statement that holders of beneficial interest in voting stock of the Issuer greater than 10% are deemed to control the Issuer. • Exclude votes of Affiliates under Section 2.09 only to the extent required by the Trust Indenture Act. • Continuing Letter of Credit requirements to be agreed with the Req...
Sample 1
New Senior Secured Notes. (i) The Agents shall have received evidence satisfactory to them that the Borrower shall have received gross cash proceeds of at least $150,000,000 from the issuance of a like aggregate principal amount of New Senior Secured Notes and (ii) the Administrative Agent shall have received (in a form and substance satisfactory to the Agents) true and correct copies, certified as to authenticity by the Borrower, of the New Senior Secured Note Documents.
Sample 1
New Senior Secured Notes. In the case of the initial extension of credit, Parent shall have received gross cash proceeds in a minimum amount of $370,000,000 from the issuance of the New Senior Secured Notes.
Sample 1
New Senior Secured Notes. (a) Pursuant to the Plan, and subject to conditions set forth in Paragraph 11 below (the “Senior Secured Notes Exchange Conditions”), new “Senior Secured Notes due 2027” (the “New Senior Secured Notes”) shall be issued in exchange for the Existing Senior Secured Notes. When and if issued, the issuance date of the New Senior Secured Notes shall be deemed to be (the “New Senior Secured Notes Issuance Date”) the date of the Deliberative Creditors’ Meeting. (b) Las Nuevos Bonos Garantizados consistirán en dos tramos identificados como Tramo A y Tramo B. El Tramo A y el Tramo B de las Nuevos Bonos Garantizados serán idénticos en todos los aspectos, excepto (i) con respecto a la prioridad dada a los canjes obligatorios del Tramo A de las Nuevos Bonos Garantizados según se establece a continuación, y (ii) tras cualquier liquidación de la Compañía, el Tramo A de las Nuevos Bonos Garantizados se pagará en su totalidad (en cuanto al capital y los intereses acumulados y no pagados) antes de cualquier pago del Tramo B de los Nuevos Bonos Garantizados. (c) El Tramo A de las Nuevos Bonos Garantizados será emitido en reemplazo de las Bonos Garantizados Existentes mantenidas por los Beneficiarios Finales que elijan suscribirse para comprar las Notas del Crédito Xxxxxx, que estarán disponibles para su suscripción a todos los Beneficiarios Finales xx Xxxxx Garantizados Existentes. El Tramo B de las Nuevos Bonos Garantizados será emitido en reemplazo de las Bonos Garantizados Existentes mantenidas por todos los xxxxx Beneficiarios Finales.
Sample 1
New Senior Secured Notes. Issuer: Banro Corporation (“Banro”), or the direct Barbados subsidiary of Banro Corporation with the guarantee of the parent (the “Issuer”). Instrument: New Senior Secured Notes Principal Amount: US$197.5 million The closing/funding shall be simultaneous with the repayment of the securities to be exchanged pursuant to the Plan of Arrangement. Maturity Date: Xxxxx 0, 0000 Xxxx Interest: Subject to the Coupon Enhancement below, interest will accrue at 10.00% p.a. and is payable in arrears based on 30/360 day basis on the first day of March, June, September and December through the maturity date. Coupon Enhancement: At each interest payment date, there will be a liquidity test to determine if an enhanced coupon will be paid as follows: If the trailing four quarter EBITDA as reported at the record date for the interest payment (i) is greater than $90 million but not greater than $100 million, the coupon for the ensuing quarter will increase to 11% per annum; and, (ii) is greater than $100 million, the coupon for the ensuing quarter will increase to 12% per annum. Additional Amounts Subject to ordinary restrictions, in the event that payments made under the New Senior Secured Notes are subject to non-resident withholding tax, the Issuer will increase the amount of such payments such that, after deducting such withholding tax, the recipient of the payment will receive the same amount, net of withholding tax, that the recipient would have received if no withholding tax was payable. Common Equity Consideration: On the Implementation Date there will be an allocation of 575.11449 new common shares per US$1,000 principal amount of the New Senior Secured Notes to be allocated pro rata to recipients of the New Senior Secured Notes.
Sample 1
AutoNDA by SimpleDocs
New Senior Secured Notes. On the Effective Date, the Reorganized Debtors may issue the New Senior Secured Notes, which shall be reasonably satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and JPMorgan Noteholders; provided, however, that to the extent any provisions will affect the nature, value, or form of the recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, they shall be satisfactory to such Holders; provided, further, if the New Senior Secured Notes contain terms less favorable to the Debtors and their creditors than those set forth in Exhibit D to the Restructuring and Support Agreement, such terms must be satisfactory to counsel to the Ad Hoc 8.625% Noteholders and counsel to the JPMorgan Noteholders. Confirmation shall be deemed approval of New Senior Secured Notes (including the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith) and authorization for the Reorganized Debtors to enter into and execute New Senior Secured Notes documents, subject to such modifications as the Reorganized Debtors may deem to be reasonably necessary to consummate such New Senior Secured Notes.
Sample 1
New Senior Secured Notes 
Sample 1Sample 2Sample 3See All (4)

Related to New Senior Secured Notes

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Senior Subordinated Notes (a) At or prior to the Effective Time, the Company, Holding and Acquiror will take all actions as may be necessary to (i) repurchase the aggregate principal amount of the Company's 8-7/8% Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

  • Additional Notes; Repurchases The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.

  • Senior Notes Notwithstanding anything to the contrary in this Agreement, prior to the Effective Time, the Company shall give any notices and take all other actions necessary in accordance with the terms of the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Senior Notes, which actions shall include, without limitation, the Company (or its Subsidiaries) (i) giving any notices that may be required in connection with the Merger and the other transactions contemplated by this Agreement, (ii) preparing any supplemental indentures required in connection with the Merger and the other transactions contemplated by this Agreement and the consummation thereof to be executed and delivered to the Trustee at or prior to the Effective Time, in form and substance reasonably satisfactory to the Trustee and Parent, and (iii) delivering any opinions of counsel required to be delivered prior to the Effective Time and any officer’s certificates or other documents or instruments, as may be necessary to comply with all of the terms and conditions of the Indenture, the First Supplemental Indenture and the Second Supplemental Indenture in connection with the Merger and the other transactions contemplated by this Agreement, provided that opinions of counsel required by the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture, as may be necessary to comply with all of the terms and conditions of the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture in connection with the Merger and the other transactions contemplated by this Agreement shall be delivered by Parent and its counsel to the extent required to be delivered at or after the Effective Time.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Initial Notes On the Issue Date, there will be originally issued four hundred million dollars ($400,000,000) aggregate principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “Initial Notes.”

  • Defaults Upon Senior Securities Information from Item 3 of Part II of Form 10-Q: Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice) Trust Administrator 5 Submission of Matters to a Vote of Security Holders Information from Item 4 of Part II of Form 10-Q Trustee, Trust Administrator 6 Significant Obligors of Pool Assets Item 1112(b) - Significant Obligor Financial Information* Depositor *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item. 7 Significant Enhancement Provider Information Item 1114(b)(2) - Credit Enhancement Provider Financial Information* Determining applicable disclosure threshold Requesting required financial information or effecting incorporation by reference Trust Administrator Depositor Item 1115(b) - Derivative Counterparty Financial Information* Determining current maximum probable exposure Determining current significance percentage Requesting required financial information or effecting incorporation by reference Depositor Trust Administrator Depositor *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items. 8 Other Information Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported The Responsible Party for the applicable Form 8-K item as indicated below 9 Exhibits Distribution report Trust Administrator Exhibits required by Item 601 of Regulation S-K, such as material agreements Depositor 8-K Must be filed within four business days of an event reportable on Form 8-K.

  • Notes to Rank Pari Passu The Notes and all other obligations under this Agreement of the Company are and at all times shall remain direct and unsecured obligations of the Company ranking pari passu as against the assets of the Company with all other Notes from time to time issued and outstanding hereunder without any preference among themselves and pari passu with all other present and future unsecured Debt (actual or contingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Debt of the Company.

  • Exchange Notes The 6.500% Notes due 2029 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement.

  • Pari Passu Guarantees The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by the Issuer Trust and with any other security, guarantee or other obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!