Holdings Debt definition

Holdings Debt means Indebtedness of the Company outstanding on the Tender Funding Date as reflected in the Company’s balance sheet and refinancings thereof that do not increase the aggregate principal amount thereof except to the extent of additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith, and any other Indebtedness of the Company, VNU Intermediate Holding B.V. or Valcon with respect to which Xxxxxxx has made a Company Restricted Payments Election pursuant to Section 7.06(d).

Holdings Debt means Indebtedness of Parent outstanding on August 9, 2006 (after giving pro forma effect to the Transactions) as reflected in Parent’s balance sheet and refinancings thereof that do not increase the aggregate principal amount thereof, except to the extent of additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith.

Holdings Debt any Indebtedness of Holdings.

Examples of Holdings Debt in a sentence

• The Net Proceeds of any such Equity Interests issued by Holdings shall be contributed by Holdings to the Borrower as common equity (except any such Net Proceeds retained by Holdings to pay interest on Permitted Holdings Debt or to pay the ChaseTel Earnout).

• Notwithstanding anything to the contrary contained herein, the expected sale by WIN creditors of the Holdings Exchange Notes shall be in a transaction exempt from the registration requirements of the Securities Act and, prior to the Effective Time, Holdings shall not be required to, and WIN shall have no obligation to cause Holdings to, register the WIN Exchange Notes or any other Holdings Debt Securities under the Securities Act.

• At all times cause at least 50% of the aggregate outstanding principal amount of Holdings Debt, Specified Long-Term Indebtedness and Term Loans to be subject to a fixed rate, whether directly or pursuant to Hedge Agreements having terms and conditions reasonably satisfactory to the Administrative Agents.

• Holdings will not own or acquire any assets (other than shares of capital stock of the Borrower, cash and Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, Permitted Holdings Debt, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities).

• Neither Holdings nor the ------------------------------- Borrower will, nor will it permit any Subsidiary Loan Party to, amend, modify or waive any of its rights or obligations under (a) any Intercompany Agreement, (b) its certificate or articles of incorporation, by-laws or other organizational documents, (c) the ChaseTel Purchase Agreement, or (d) any agreement or instrument governing or evidencing any Permitted Holdings Debt, FCC Debt or Eligible Parent Debt.

More Definitions of Holdings Debt

Holdings Debt means Indebtedness of VNU outstanding on the Issue Date (after giving pro forma effect to the Transactions) as reflected in VNU’s balance sheet and refinancings thereof that do not increase the aggregate principal amount thereof, except to the extent of additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith.

Holdings Debt. Rating shall mean the senior unsecured debt rating of Holdings as determined by either of Standard & Poor’s or Xxxxx’x. Holdings Sub-Limit shall mean an amount equal to $100,000,000; provided that at any time when all Commitments hereunder have been terminated, the Holdings Sub-Limit shall mean an amount equal to zero. HS Exclusion Amount shall mean, on the date of determination, an amount equal to 15% of Total Capitalization. Hybrid Securities shall mean an offering of junior subordinated debentures or other subordinated securities of Holdings either directly or through a Subsidiary that is a special purpose vehicle created in connection with such offering. Incremental Bank shall have the meaning assigned to that term in Section 2.16(b). Incremental Commitment shall mean, for any Bank, any commitment by such Bank pursuant to Section 2.16, as agreed to by such Bank in the respective Incremental Commitment Agreement; it being understood, however, that on each date upon which an Incremental Commitment of any Bank becomes effective, such Incremental Commitment of such Bank shall be added to (and thereafter become a part of) the Revolving Credit Commitment of such Bank for all purposes of this Agreement as contemplated by Section 2.16. Incremental Commitment Agreement shall mean an agreement in the form of Exhibit 2.16 executed in accordance with Section 2.16. Incremental Commitment Date shall have the meaning provided in Section 2.16(b).

Holdings Debt means Debt of Holdings and its consolidated subsidiaries on a consolidated basis, excluding, however, all Debt of Inergy, L.P. and its direct or indirect wholly-owned subsidiaries.

Holdings Debt. Rating shall mean the senior unsecured debt rating of Holdings as determined by either of Standard & Poor’s or Moody’s. Holdings Facility Fee shall have the meaning assigned to such term in Section 2.03(a). Holdings Sub-Limit shall mean an amount equal to $100,000,000; provided that at any time when all Commitments hereunder have been terminated, the Holdings Sub-Limit shall mean an amount equal to zero. Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) payment obligations (contingent or otherwise) under any letter of credit, currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device, (iv) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than ninety (90) days past due), (v) any Guaranteed Investment Contract, or (vi) any Guaranty of Indebtedness. Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of Holdings or any Material Subsidiary, or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors, undertaken under any Law. Insurance-Related Guaranties shall have the meaning assigned to that term in Section 7.02(c).

Holdings Debt any Indebtedness of Holdings consisting of Indebtedness for borrowed money.

Holdings Debt means any Debt issued by Holdings.

Holdings Debt the collective reference to the Senior Notes and any other Indebtedness of Holdings.