Offshore Physical Notes has the meaning provided in Section 2.01.
144A Notes means the Class E Notes and any Note retained by the Depositor or an Affiliate thereof on the Closing Date.
Rule 144A Notes means all Notes offered and sold to QIBs in reliance on Rule 144A.
Offshore Global Note means a Global Note representing Notes issued and sold pursuant to Regulation S.
Restricted Notes means Initial Notes and Additional Notes bearing one of the restrictive legends described in Section 2.1(d).
Rule 144A Global Notes has the meaning set forth in Section 2.16.
Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.
2011 Notes means those certain notes issued pursuant to the Note Purchase Agreement dated as of March 22, 2011 among the Company and the purchasers named in Schedule A thereto.
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.
Original Notes means the Initial Notes and any Exchange Notes issued in exchange therefor.
Rule 144A Securities means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.
Regulation S Securities means all Initial Securities offered and sold outside the United States in reliance on Regulation S.
QIBs means qualified institutional buyers as defined in Rule 144A.
Offshore Transaction Any “offshore transaction” as defined in Rule 902(h) of Regulation S.
Offshore facility ’ means any facility of any kind located in, on, or under any of the navigable waters of the United States, and any facility of any kind which is subject to the ju- risdiction of the United States and is located in, on, or under any other waters, other than a vessel or a public vessel;
2014 Notes means (i) the 4.850% Senior Secured Notes due 2024 issued by the Issuer on March 18, 2014 and (ii) the 4.45% Senior Secured Notes due 2025 and the 5.45% Senior Secured Notes due 2034 issued by the Issuer on August 21, 2014.
Regulation S Global Notes means, collectively, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes.
2019 Notes has the meaning set forth in the definition of “2018 Exchange Offers”.
B Notes means each of Note B-1 and Note B-2.
A Notes means each Note that has a designation starting with “A”, either individually or in the aggregate as the context may require.
Rule 144A Global Note has the meaning assigned to it in Section 2.1(d).
2016 Notes means the aggregate principal amount of US$460,000,000 of 4.25% Convertible Senior Notes Due 2016 issued pursuant to the 2016 Note Indenture.
Class E Notes has the meaning assigned to such term in the Indenture.
2015 Notes means the 8.375% senior notes due 2015 in the principal amounts of $615 million and €500 million issued pursuant to the 2015 Notes Indenture.