Second Lien Notes Documents Sample Clauses

Second Lien Notes Documents. As of the Amendment No. 4 Effective Date, the Company has delivered to Administrative Agent a complete and correct copy of the Second Lien Notes Documents (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). All Secured Obligations constitute Indebtedness entitled to the benefits of the Intercreditor Agreement.
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Second Lien Notes Documents. 5. Subordinated Notes Documents (subject to the satisfaction of the condition set forth in Section 4.01(d) of the Credit Agreement). SCHEDULE 11.02 Administrative Agent’s Office, Certain Addresses for Notices If to Administrative Agent: Any Applicable Notices to: Macquarie US Trading LLC 200 Xxxx Xxxxxxxxxx Xxxxxx, xxxxx 0000 Xxxxxxx, XX 00000 Attn: Agency Services—Macquarie Phone: (000) 000-0000 Fax: (000) 000-0000 Email: MxxxxxxxxXXX@xxxxxxxxxxxxxx.xxx With a copy to: Macquarie US Trading LLC 100 Xxxx 00 Xxxxxx Xxx Xxxx, XX 00000 Attn: Axxxxx Xxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Email: lxxx.xxxxx@xxxxxxxxx.xxx If to the Borrower to: Treasurer Cenveo Corporation ONE CANTERBURY GREEN OXX XXXXX XXXXXX XXXXXXXX, XX 00000 Phone: +1. (000) 000-0000 Fax: +1. (000) 000-0000 Email: mxxxxx.xxxxx@xxxxxx.xxx If to Holdings to: Treasurer c/x Xxxxxx Xxxxxxxxxxx XXX XXXXXXXXXX XXXXX OXX XXXXX XXXXXX XXXXXXXX, XX 00000 Phone: +1. (000) 000-0000 Fax: +1. (000) 000-0000 Email: mxxxxx.xxxxx@xxxxxx.xxx EXHIBIT A FORM OF LOAN NOTICE Date: January 17, 2013 To: Macquarie US Trading LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of January 18, 2013 (the “Agreement”; the terms defined therein being used herein as therein defined), among CENVEO CORPORATION, a Delaware corporation (the “Borrower”), CENVEO, INC., a Colorado corporation and parent of the Borrower (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and MACQUARIE US TRADING LLC, as Administrative Agent. The undersigned hereby requests: A Borrowing of Loans
Second Lien Notes Documents. The Administrative Agent shall have received (i) a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Second Lien Notes Documents, together with all amendments and modifications thereto, and (ii) an acknowledgement, in form and substance satisfactory to the Administrative Agent, whereby U.S. Bank National Association, as trustee and collateral agent under the Second Lien Notes Indenture, acknowledges and agrees that (A) Bank of America has replaced Xxxxx Fargo as the “First Lien Agent” (as defined in the Intercreditor Agreement), (B) the Lenders party hereto as of the Closing Date (and their successors and assigns in accordance with the terms hereof) constitute the “First Lien Lenders” (as defined in the Intercreditor Agreement), (C) the Loan Documents constitute the “First Lien Lender Documents” (as defined in the Intercreditor Agreement), (D) the Secured Obligations constitute “First Lien Debt” (as defined in the Intercreditor Agreement), and (E) the Intercreditor Agreement is an enforceable contract as against U.S. Bank National Association by Bank of America, as “First Lien Agent” (as defined in the Intercreditor Agreement), in the case of each of the foregoing, for all purposes of the Intercreditor Agreement and each Second Lien Note Document.
Second Lien Notes Documents. There shall occur an “Event of Default” (or any comparable term) under, and as defined in, the Second Lien Notes Documents.

Related to Second Lien Notes Documents

  • Subordinated Debt Documents Subject to Section 10.6(m), the failure of any Loan Party to comply with the terms of any intercreditor agreement or any subordination provisions of any note or other document running to the benefit of the Administrative Agent or Lenders, or if any such document becomes null and void or unenforceable against any lender holding the Subordinated Debt.

  • 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.

  • Subordinated Indebtedness The Obligations constitute senior indebtedness which is entitled to the benefits of the subordination provisions of all outstanding Subordinated Indebtedness.

  • Junior Financing Documentation (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in any Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if applicable.

  • Existing Notes The term “

  • Senior Loan Documents Borrower represents and warrants that it has provided PFG with true and complete copies of all existing Senior Loan Documents, and Borrower covenants that it will, in the future, provide PFG with true and complete copies of any future Senior Loan Documents, including without limitation any amendments to any existing Senior Loan Documents.

  • Specified Refinancing Debt (a) The Borrowers may, from time to time after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Parent Borrower, after consultation with the Administrative Agent, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the Parent Borrower, to refinance (i) all or any portion of any Term Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Revolving Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as Borrower or guarantors with respect to such obligations may be interchanged); (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations (in each case pursuant to intercreditor arrangements reasonably satisfactory to the Specified Refinancing Agent and, if the Specified Refinancing Agent is not the Administrative Agent, the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the scheduled Maturity Date of the Revolving Tranche being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loans being refinanced; provided, that Extendable Bridge Loans and Specified Refinancing Debt incurred pursuant to the Inside Maturity Date Exception may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans and Specified Refinancing Debt incurred pursuant to the Inside Maturity Date Exception, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Term Loan Tranches than the Specified Refinancing Term Loans); (vii) each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) and participations in Letters of Credit pursuant to Section 2.03 shall be allocated pro rata among the Revolving Tranches; (viii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are as agreed between the Borrowers and the Lenders providing such Specified Refinancing Debt; provided that the negative covenants and events of default will (x) be not materially more favorable, taken as a whole, to such Lenders than the terms of the existing Revolving Facility or Term Facilities, as applicable, unless (A) the Lenders under the existing Revolving Facility or Term Facilities, as applicable, also receive the benefits of such more favorable terms (and to the extent the existing Lenders under the existing Facilities are to receive the benefit of such terms, such terms shall be incorporated into the Loan Documents for the benefit of all existing Lenders without further amendment requirements) or (B) any such provisions apply only after the maturity date of the initial Revolving Facility or (y) are reasonably acceptable to the Administrative Agent and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.05 and 2.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrowers and the Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (plus an amount equal to accrued interest, fees, discounts, premiums and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent (and each L/C Issuer in the case of Specified Refinancing Revolving Credit Commitments), the Borrowers may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent.

  • Note Documents Receipt by the Purchasers of executed counterparts of this Agreement and the other Note Documents, each properly executed by a Responsible Officer of the signing Note Party and each other party to such Note Documents, in each case in form and substance satisfactory to the Purchasers.

  • 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.

  • Senior Notes Notwithstanding the foregoing, the following additional provisions shall apply to Senior Notes:

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