Refinancing of Indebtedness. Following consummation of the Reorganization, U S WEST shall cause the following actions to be taken with respect to certain indebtedness of U S WEST and its Subsidiaries (as used in this Section 3.2, all references to "amounts" or "aggregate principal amounts" of any indebtedness shall refer to the face amount of such indebtedness):
(a) A newly formed direct or indirect Subsidiary of U S WEST ("FinanceCo") shall incur an aggregate principal amount of indebtedness equal to the difference between (i) the sum of (A) the total aggregate principal amount of the Capital Funding Indebtedness attributed to the Media Group plus (B) the total aggregate principal amount of the Financial Services Indebtedness plus (C) an aggregate principal amount of indebtedness sufficient to fund the costs and expenses which are the responsibility of the U S WEST Group in connection with the Separation and (ii) the sum of (A) $3.9 billion plus (B) the amount of the AirTouch Funds (the "MediaOne New Indebtedness"). All of the indebtedness incurred by FinanceCo shall be guaranteed by U S WEST.
(b) FinanceCo shall lend to Financial Services an amount of funds equal to the total aggregate principal amount of the Financial Services Indebtedness.
(c) FinanceCo shall lend to each of (i) PCS Holdings, (ii) Interactive Services, (iii) Financial Services, (iv) International and (v) MediaOne Real Estate, Inc. (formerly U S WEST Real Estate, Inc.), a Colorado corporation ("Real Estate"), an amount of funds equal to the Intercompany Indebtedness of such entity. Each such entity shall, in turn, use the funds so borrowed from FinanceCo to repay its Intercompany Indebtedness.
(d) U S WEST shall assume from Capital Funding the indebtedness owed by Capital Funding to International. U S WEST shall, in turn, contribute such indebtedness to FinanceCo.
(e) FinanceCo shall lend to MediaOne Delaware an amount of funds equal to the sum of the Intercompany Indebtedness of Multimedia and MediaOne Delaware (after giving effect to the assumption made pursuant to Section 3.1(c)). MediaOne Delaware shall, in turn, use a portion of the funds so borrowed from FinanceCo to repay its Intercompany Indebtedness and shall distribute as a dividend to Multimedia the balance of the funds so borrowed from FinanceCo. Multimedia shall, in turn, use such balance of funds to repay its Intercompany Indebtedness.
(f) Capital Funding shall repay a portion of the indebtedness owed by Capital Funding to U S WEST equal to the aggreg...
Refinancing of Indebtedness. (a) From the (x) first anniversary of the Issuance Date until the second anniversary of the Issuance Date (the “Initial Period”) on at least two occasions mutually agreeable to the Company and the Citi Affiliate (as defined below) and (y) second anniversary of the Issuance Date to the fourth anniversary of the Issuance Date (the “Second Period”), on at least one additional occasion mutually agreeable to the Company and the Citi Affiliate: the Company shall use its commercially reasonable efforts to arrange and consummate an offering of investment grade debt securities, trust preferred securities, surplus notes, hybrids or convertible debt of the Company or a subsidiary of the Company generating net cash proceeds (after deducting fees and expenses incurred in connection with such offering) equal to or greater than the aggregate amount owing at such time under the Notes (the “Refinancing Indebtedness”) to be used to refinance the Notes; provided, that, in no event shall the Company be required to undertake, arrange or consummate an offering of such securities if the terms (including economics) and conditions thereof are not, in the good faith judgment of the Company after consultation with the Citi Affiliate, the same as or better for the Company than those of the Notes (other than (A) the optional redemption provisions (including make-whole provisions) which shall be no worse for the Company than then-prevailing market terms for similar securities of issuers of similar credit quality and (B)(i) the tenor of the Refinancing Indebtedness, which shall be equal to or longer than five years from the date of the original issuance of the Refinancing Indebtedness and (ii) any change in interest rate that is (x) directly related to any increase in tenor of the Refinancing Indebtedness as compared to the tenor of the Notes and (y) reasonably acceptable to the Company).
(b) The Company shall offer to use a broker dealer Affiliate of Citigroup Inc. (as designated by Citigroup Inc., the “Citi Affiliate”) to market the Refinancing Indebtedness offered up to the later of (A) the end of the Initial Period and (B) one year after the Company receives an investment grade rating from Xxxxx’x Investors Service, Inc. and Standard & Poor’s, as a sole bookrunning underwriter or placement agent.
(c) Subject to the expiration of the provisions in Section 8.4(b), the Company shall offer to use the Citi Affiliate to market the Refinancing Indebtedness offered during the Second Period ...
Refinancing of Indebtedness. 23 3.3 Contribution................................................................ 28 3.4
Refinancing of Indebtedness. Each of the Merging Parties agrees --------------------------- to use its best efforts and to take all necessary steps and actions to facilitate the refinancing by Orion and Actava of the Orion Senior Indebtedness (as defined in Section 15.9) and the Orion Subordinated Indebtedness (as defined in Section 15.9). 120
Refinancing of Indebtedness. With respect to any Indebtedness (other than the Obligations) which matures prior to the Termination Date, Borrower will refinance with a new maturity no earlier than the Termination Date no less than seventy-five percent (75%) of such Indebtedness; provided, however, that the amount of such required refinancing shall be reduced by the amount, if any, of new equity raised by Borrower after September 30, 1995.
Refinancing of Indebtedness. Any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness or other Obligation secured by any Lien permitted by Section 7.1(b) or Section 7.1(c) (Purchase Money Liens) without any increase in the amount secured thereby or in the assets subject to such Lien;
Refinancing of Indebtedness. 23 3.3 Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 3.4
Refinancing of Indebtedness. Buyer shall have refinanced its Indebtedness, in all material respects, in accordance with the terms and conditions set forth in Schedule 4.1(e) to this Agreement and in the letter agreements with the two largest holders of the existing high yield notes, which letter agreements are to be dated the date hereof and final versions of which were delivered to the Vendors prior to the execution of this Agreement, provided that any material amendments to such terms and conditions after the date of this Agreement shall require the prior written approval of each of the Vendors, acting reasonably.
Refinancing of Indebtedness. The Company may refinance the Existing Ramblewood Debt or any Replacement Debt with new debt (the "Replacement Debt") which (1) is secured by the Ramblewood Project, (2) (after considering amortization from the date of the contribution of the Ramblewood Project to the Company on the loan to be refinanced) would not provide for amortization at a rate in excess of the amortization that would result from a twenty (20) year fully amortizing conventional mortgage loan, (3) is non-recourse debt for purposes of Section 704 and 752 of the Code and qualified non-recourse financing for purposes of Section 465 of the Code and (4) is approved by the Members.
Refinancing of Indebtedness. Seller shall, and shall cause Company and its Subsidiary, to take all actions as may be necessary to permit Purchaser to, and shall cooperate with Purchaser to, cause any outstanding borrowings (including any letters of credit) under Company’s credit facility to be repaid or prepaid with funds as may be arranged by Purchaser, as the case may be, including by providing any required prepayment or similar notices, and any and all Liens on any assets or properties of Company or its Subsidiary relating to such borrowings to be released, in each case, at and as of the Closing.
