Exchange Offer has the meaning set forth in the Registration Rights Agreement.
Exchange Offer Registration Period means the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.
Exchange Offer Registration means a registration under the Securities Act effected pursuant to Section 2(a) hereof.
Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).
Registered Exchange Offer means the offer by the Company, pursuant to the Registration Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for their Initial Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act.
Exchange Offer Registration Statement has the meaning set forth in the Registration Rights Agreement.
Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.
Private Exchange Notes See Section 2(b) hereof.
Private Exchange Securities shall have the meaning set forth in Section 2(a) hereof.
Exchange Debentures has the meaning set forth in Section 2(a) hereof.
Restricted Notes means Initial Notes and Additional Notes bearing one of the restrictive legends described in Section 2.1(d).
Initial Notes has the meaning set forth in the recitals hereto.
Series D Notes is defined in Section 1.
Permitted Debt Exchange Notes shall have the meaning provided in Section 2.15(a).
Exchange Securities shall have the meaning assigned thereto in Section 2(a) hereof.
New Notes shall have the meaning assigned to such term in Section 32.
Permitted Notes means (i) unsecured senior or senior subordinated debt securities of the Borrower, (ii) debt securities of the Borrower that are secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations pursuant to a Second Lien Intercreditor Agreement or (iii) debt securities of the Borrower that are secured by a Lien ranking pari passu with the Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement; provided that (a) in the case of debt securities issued in reliance on Section 7.03(s)(iii), such debt securities are issued for cash consideration, (b) the terms of such debt securities do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Maturity Date of the Term Facility (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default), (c) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those in this Agreement; provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such debt securities, together with a reasonably detailed description of the material terms and conditions of such debt securities or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement, (d) at the time that any such Permitted Notes are issued (and after giving effect thereto) no Event of Default shall exist, (e) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Permitted Notes had been outstanding on the last day of such four quarter period, and (f) no Subsidiary of the Borrower (other than a Guarantor) shall be an obligor and no Permitted Notes shall be secured by any collateral other than the Collateral.
Conversion Securities has the meaning set forth in Section 4.08(b).
New Secured Notes means the $550 million of first lien secured notes to be issued by New Valaris Holdco comprising (i) the Rights Offering New Secured Notes to be issued in the Rights Offering on the terms set forth in the New Secured Notes Term Sheet attached as Exhibit 2 to the Restructuring Term Sheet and the Rights Offering Procedures, (ii) the Holdback Notes to be issued on the terms set forth in the Backstop Agreement,
Old Notes shall have the meaning set forth in the preamble hereto.
Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.
Initial Note means each initial Governmental Lender Note registered by the Comptroller and subsequently canceled and replaced by a definitive Governmental Lender Note pursuant to this Funding Loan Agreement.
Original Notes means the Initial Notes and any Exchange Notes issued in exchange therefor.
Convertible Notes has the meaning set forth in the Recitals.
Lock-Up Securities shall have the meaning set forth in Section 4.1.
Initial Additional Notes means Additional Notes issued in an offering not registered under the Securities Act and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.