New Junior Lien Convertible Term Loan Facility definition

New Junior Lien Convertible Term Loan Facility means a takeback junior convertible secured term loan facility provided to the Reorganized Debtors in an aggregate principal amount of $50,000,000, on terms consistent with the New Junior Lien Convertible Term Loan Term Sheet.
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New Junior Lien Convertible Term Loan Facility means a takeback junior convertible secured term loan facility provided to Reorganized Xxxxx in an aggregate principal amount of $50,000,000.
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New Junior Lien Convertible Term Loan Facility the credit agreement evidencing the New Junior Lien Convertible Term Loan Facility, the “New Junior Lien Convertible Credit Agreement”. The New Junior Lien Convertible Term Loan Facility will be subject to (a) the approval of the Bankruptcy Court and (b) emergence by the Loan Parties from the Chapter 11 Cases on the Plan Effective Date, in accordance with (i) the Plan, (ii) any order entered by the Bankruptcy Court authorizing the Loan Parties to enter into the New Junior Lien Convertible Term Loan Facility, which order may be part of the order confirming the Plan, each of which shall be in form and substance reasonably acceptable to the Requisite New Junior Lien Lenders (as defined below), and (iii) the New Junior Lien Term Loan Facility Documentation (as defined below) to be executed by the Loan Parties, the Administrative Agent (as defined below) and the New Junior Lien Lenders (as defined below). Borrower Reorganized Xxxxx Incorporated, a Wisconsin corporation (the “Borrower”). Guarantors All of the obligations of the Borrower under the New Junior Lien Convertible Term Loan Facility shall be guaranteed by Xxxxx Industries, Inc., Xxxxx Partners Holdings, Inc., Xxxxx Holdings Inc. I, Milsco, LLC, Xxxxxx, LLC, Xxxxxxxxx Manufacturing Co., Inc., Xxxxx International Holdings, Inc. and each other Borrower’s existing and future direct parent companies and wholly-owned domestic subsidiaries of the Borrower (collectively, the “Guarantors”; and Guarantors, together with the Borrower, the “Loan Parties”). All obligations of the Borrower under the New Junior Lien Convertible Term Loan Facility will be unconditionally guaranteed on a joint and several basis by the Guarantors. All Borrower’s affiliates that guarantee the New First Lien Term Loan Facility (as defined in the New Secured TL Term Sheet) will have to be Guarantors under the New Junior Lien Convertible term Loan Facility. Guarantor requirements following the Closing Date to be substantially identical to the New First Lien Term Loan Facility Documentation (as defined in the New Secured TL Term Sheet).
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Examples of New Junior Lien Convertible Term Loan Facility in a sentence

  • A Holder of the New Junior Lien Convertible Term Loan Facility would be expected to have a tax basis in the New Jason Equity received equal to the tax basis that the Holder had in the New Junior Lien Convertible Term Loan Facility that was exchanged.

  • Although not free from doubt, such a conversion is expected to be treated as a tax-free recapitalization or exchange of the New Junior Lien Convertible Term Loan Facility for the New Jason Equity received therefor, except in respect of (i) any cash paid to such holder in lieu of fractional shares of New Jason Equity and (ii) any New Jason Equity received attributable to accrued, but unpaid interest not previously included in income.

  • The Plan provides for the treatment of Claims against and Interests in the Debtors through, among other things: (a) the issuance of the New Jason Equity; (b) the issuance of the New First Lien Term Loan Facility; (c) the issuance of the New Junior Lien Convertible Term Loan Facility; (d) if applicable, the issuance of the First Lien Put Option, and (f) Reinstatement or payment in full in Cash.

  • The Reorganized Debtors have not made a determination at this time as to whether section 163(l) of the Tax Code should apply to the New Junior Lien Convertible Term Loan Facility.

  • Additionally, although FATCA withholding may also apply to gross proceeds of a disposition of property of a type that can produce U.S.-source interest or dividends, recently proposed U.S. Treasury Regulations suspend withholding on such gross proceeds payments indefinitely (which rule would apply to the New Jason Equity and loans provided under the New First Lien Term Loan Facility and the New Junior Lien Convertible Term Loan Facility).

  • The New Junior Lien Convertible Term Loan Facility will have a cross-acceleration (but not a cross-default other than a failure to pay at maturity) to the New First Lien Term Loan Facility.

  • Pursuant to the Plan, in exchange for full and final satisfaction, compromise, settlement, release, and discharge of Allowed First Lien Secured Credit Agreement Claims, each U.S. Holder thereof will receive its Pro Rata share of and interest in: (i) the New First Lien Term Loan Facility; (ii) New Junior Lien Convertible Term Loan Facility; (iii) New Jason Equity, and (iv) if applicable, the First Lien Put Option, as provided for in the Plan.

  • All mandatory prepayments of the New Junior Lien Convertible Term Loan Facility will be made ratably to the New Junior Lien Lenders.

  • Each Non-U.S. Holder is urged to consult its own tax advisor regarding the U.S. federal, state, and local and the non-U.S. tax consequences of the consummation of the Plan to such Non-U.S. Holder and the ownership and disposition of the New Jason Equity, the New First Lien Term Loan Facility, and the New Junior Lien Convertible Term Loan Facility, as applicable.

  • Any such gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if the interest in the New First Lien Term Loan Facility or the New Junior Lien Convertible Term Loan Facility, as applicable, has been held for more than one year at the time of its sale, exchange or other taxable disposition.


More Definitions of New Junior Lien Convertible Term Loan Facility

New Junior Lien Convertible Term Loan Facility means a takeback junior convertible secured term loan facility provided to Reorganized Jason in an aggregate principal amount of $50,000,000.
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Related to New Junior Lien Convertible Term Loan Facility

  • Second Lien Term Loans means the “Term Loans” under and as defined in the Second Lien Credit Agreement.

  • New Term Loan Facility means the facility providing for the Borrowing of New Term Loans.

  • Refinancing Term Loan Commitments shall have the meaning provided in Section 2.14(h).

  • Term Loan Facility means the Term Loan Commitments and the provisions herein related to the Term Loans.

  • Initial Term Loan Facility means the Initial Term Loan Commitments and the provisions herein related to the Initial Term Loans.

  • Term Loan Facilities means the Term Loan A Facility and the Term Loan B Facility.

  • First Lien Term Loans means the “Term Loans” (or any comparable term) as defined in the First Lien Credit Agreement.

  • Junior Priority Obligations means the Original Second Lien Obligations and any Additional Obligations constituting Junior Priority Debt.

  • Refinancing Term Commitments means one or more term loan commitments hereunder that fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.

  • Existing Term Loan Facility means that certain Term Loan Credit Agreement, dated as of September 7, 2018, by and among the ProFrac Services LLC, as the borrower thereunder, Holdings, the guarantors party thereto, the lenders party thereto and Barclays Bank PLC, as the administrative agent and collateral agent (as amended, amended and restated, supplemented and otherwise modified from time to time, and together with the guarantee and security documentation executed in connection therewith).

  • Incremental Term Loan Facility has the meaning set forth in Section 2.16(a).

  • Specified Refinancing Term Loans means Specified Refinancing Debt constituting term loans.

  • Permitted Junior Priority Refinancing Debt means secured Indebtedness (including any Registered Equivalent Notes) incurred by the Parent Borrower, and if applicable, any Co-Borrower, in the form of one or more series of junior priority secured notes or junior priority secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and is not secured by any property or assets of a Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness,” (iii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of the Intercreditor Agreements, (iv) such Indebtedness does not mature or have scheduled amortization payments of principal or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except customary asset sale or change of control provisions that provide for the prior repayment in full of the Loans and all other Obligations), in each case prior to 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (v) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Co-Borrowers or Guarantors and (vi) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the Agent). Permitted Junior Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Senior Priority Obligations means the Original First Lien Obligations and any Additional Obligations constituting Senior Priority Debt.

  • ABL/Term Loan Intercreditor Agreement as defined in the recitals hereto.

  • Tranche B Term Loan Commitment means, with respect to each Lender, the commitment, if any, of such Lender to make a Tranche B Term Loan to the Borrower hereunder in a principal amount equal to the amount set forth on Schedule 1.01(b) (or in the case of any Continuing Tranche B Term Loan Lender, the amount of its Existing Tranche B Term Loan continued as a Tranche B Term Loans (as specified in its Term Loan Lender Addendum) pursuant to Section 2.01(b)(i).

  • Tranche B Term Loan Exposure means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche B Term Loans of such Lender.

  • Term Loan Obligations means the “Obligations” as defined in the Term Loan Credit Agreement.

  • Refinancing Term Loans shall have the meaning assigned to such term in Section 2.21(j).

  • Tranche B Term Loan Commitments means such commitments of all Lenders in the aggregate. The amount of each Lender’s Tranche B Term Loan Commitment, if any, is set forth on Appendix A-2 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Tranche B Term Loan Commitments as of the Third Restatement Date is $600,000,000.

  • Credit Agreement Refinancing Indebtedness means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt or (c) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Term Loans, or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided that (i) such Indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity equal to or greater, than 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (ii) such Indebtedness shall not have a greater principal amount (or accreted value, if applicable) than the principal amount (or accreted value, if applicable) of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses associated with the refinancing, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to pricing, rate floors, discounts, premiums and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Refinanced Debt being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) (provided that a certificate of a Responsible Officer delivered to the Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Agent notifies the Parent Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)), and (iv) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

  • Tranche C Term Loan Commitment means the commitment of a Lender to make a Tranche C Term Loan to Company pursuant to subsection 2.1A(iii), and "Tranche C Term Loan Commitments" means such commitments of all Lenders in the aggregate.

  • Term Loan Standstill Period has the meaning provided in Section 8.01(b).

  • Second Lien Credit Agreement means the Second Lien Credit Agreement, dated as of the Closing Dates thereof among the Borrower, the other Credit Parties from time to time party thereto, the Second Lien Lenders and the Second Lien Administrative Agent, as the same may be amended, restated and/or modified from time to time subject to the terms thereof.

  • Tranche B Term Loan Lender means a Lender with a Tranche B Term Loan Commitment or an outstanding Tranche B Term Loan.

  • Requisite Term Loan Lenders shall in no event mean less than two Term Loan Lenders.