Existing Indebtedness Refinancing definition

Existing Indebtedness Refinancing as defined in Section 5.1(c).

Existing Indebtedness Refinancing has the meaning set forth in the recitals hereto.

Existing Indebtedness Refinancing means the payment in full of all principal, premium, if any, interest, fees and other amounts due or outstanding under the Bridge Credit Agreement, dated as of April 30, 2021, among Holdings, the Borrower, the lenders from time to time party thereto and JPMorgan, as administrative agent and the termination of commitments thereunder and the discharge and release of all Guarantees and Liens existing in connection therewith.

Examples of Existing Indebtedness Refinancing in a sentence

• The proceeds of the Closing Date Term B Loans shall be used (i) to consummate the Existing Indebtedness Refinancing, (ii) to pay the cash consideration for the Closing Date Acquisition and (iii) to pay the fees and expenses incurred in connection with the Transactions (such fees and expenses, the “Transaction Costs”).

• The Existing Indebtedness Refinancing shall have been consummated prior to, or shall be consummated substantially concurrently with, the initial Borrowing under the Credit Facilities.

• The Existing Indebtedness Refinancing shall have been consummated prior to, or shall be consummated substantially concurrently with, the initial Borrowing under the Credit Facilities and, to the extent applicable, all security interests, commitments and guarantees relating thereto shall have been or shall be substantially concurrently terminated and released and (y) the Senior Notes shall have been issued, in each case, pursuant to documentation reasonably satisfactory to the Administrative Agent.

• The Existing Indebtedness Refinancing shall have been consummated prior to, or shall be consummated substantially concurrently with, the initial Borrowing under the Credit Facilities and all security interests, commitments and guarantees relating thereto shall have been or shall be substantially concurrently terminated and released, in each case, pursuant to documentation reasonably satisfactory to the Administrative Agent.

• The Borrower will use the proceeds of the Loans made on the Effective Date, together with cash on hand of Holdings, the Borrower and the Subsidiaries (including a portion of the SPAC Proceeds), only (a) to finance the Existing Indebtedness Refinancing, (b) to pay Transaction Costs and (c) to the extent of any remaining proceeds, for working capital and other general corporate purposes (including refinancing existing Indebtedness and Permitted Business Acquisitions).

More Definitions of Existing Indebtedness Refinancing

Existing Indebtedness Refinancing means the repayment in full of all obligations (other than contingent obligations) outstanding under the Existing Coty Credit Agreement and the Existing Galleria Credit Agreement and, with respect to the Existing Galleria Credit Agreement, the termination and release of all liens and guarantees with respect to such obligations.

Existing Indebtedness Refinancing means, collectively, (a) the repayment in full of all Loans outstanding, and termination of all Commitments, under (and, in each case, as defined in) the Existing Credit Agreement, together with the payment of all accrued interest, fees, premiums and other amounts due in respect thereof on the terms and subject to the conditions hereof, and (b) the repayment in full of all Indebtedness outstanding, and termination of revolving commitments, under the Existing Target Credit Agreement, together with the payment of all accrued interest, fees, premiums and other amounts due in respect thereof, and the termination of all guarantees thereunder and release of all security therefor.

Existing Indebtedness Refinancing means the repayment of all amounts outstanding, together with any accrued and unpaid interest, fees and expenses under the Existing Debt.

Existing Indebtedness Refinancing has the meaning set forth in the definition of “Transactions”.

Existing Indebtedness Refinancing has the meaning set forth in Section 5.1(b)(ii). “Facility” means each of (a) the Initial Term Commitments and the Initial Term Loans made thereunder (the “Initial Term Facility”) and (b) the Incremental Term Loans of any Series (each, an “Incremental Term Facility”). Additional Facilities may be established pursuant to Section 2.26 and/or Section 2.27. “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices 16 509265-2041-Active.31278172.28

Existing Indebtedness Refinancing. “Transferee” means any Assignee or Participant. “Transformative Acquisition” means any acquisition by the Borrower or any Restricted Subsidiary of an unrelated third party that is either (a) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (b) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation (as determined by the Borrower acting in good faith). 35 509265-2041-Active.31278172.28

Existing Indebtedness Refinancing the payment in full of all outstanding obligations under that certain Credit Agreement, dated as of August 3, 2023, among the Borrower, the subsidiary guarantors party thereto, the lenders and issuing banks party thereto and Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and collateral agent. “Existing Indentures”: collectively, the 2025 Notes Indenture and the 2026 Notes Indenture. “Existing Note Guarantees”: collectively, the 2025 Note Guarantees and the 2026 Note Guarantees. “Existing Loans”: as defined in Section 2.9(f). “Existing Term Loan Tranche”: has the meaning provided in Section 2.21(a). “Extended Term Loans”: has the meaning provided in Section 2.21(a). “Extending Term Lender”: has the meaning provided in Section 2.21(b). “Extension”: the establishment of an Extension Series by amending a Commitment or Loan pursuant to Section 2.21 and the applicable Extension Amendment. “Extension Amendment”: has the meaning provided in Section 2.21(c). “Extension Election”: has the meaning provided in Section 2.21(b). “Extension Minimum Condition”: a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension. “Facility”: (a) the Initial Term Loan Facility or (b) any other given Class of Term Loans. “Fair Market Value”: with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as reasonably determined in good faith by the Borrower, which determination will be conclusive (unless otherwise provided in this Agreement). “FASB”: the Financial Accounting Standards Board of the American Institute of Certified Public Accountants. “FATCA”: as defined in Section 2.17(a). “FCPA”: as defined in Section 3.22(b). “Federal Funds Rate”: for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (a) if such day is not a Business Day, the Federal Funds Rate for such day shall b...