Permitted Parent Debt definition

Permitted Parent Debt shall have the meaning assigned to such term in Section 6.01.

Permitted Parent Debt has the meaning specified in Section 5.02(b)(v).

Permitted Parent Debt means unsecured Debt of Parent (A) that is not subject to any guarantee by any Subsidiary of Parent, (B) that will not mature until after the latest maturity date in effect with respect to the Loans on the date of issuance or incurrence thereof, (C) that is not subject to mandatory redemption, mandatory amortization, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) prior to ninety-one (91) days after such latest maturity date (it being understood that such Debt may have mandatory prepayment, repurchase or redemption provisions satisfying the requirements of clause (D) below prior to such date), (D) that does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to a date that is ninety-one (91) days after the latest maturity date in effect with respect to the Loans on the date of such issuance or incurrence, (E) that has covenant, default and remedy provisions no more restrictive (taken as a whole) than those set forth in this Agreement (taken as a whole) (except in a manner customary for holding company debt securities, including senior discount notes) (in each case as determined by Borrower in good faith) and (F) Permitted Convertible Debt.

Examples of Permitted Parent Debt in a sentence

• The earliest to occur of (a) January 29, 2010, (b) the payment or defeasance in full of the Senior Secured Debt, (c) the payment in full in cash of the Unsecured Term Loan or (d) the date upon which interest on the Permitted Parent Debt is required to be paid in cash pursuant to the terms thereof.

• The Parent shall not (a) hold or incur any Indebtedness (other than Permitted Parent Debt), (b) grant any Liens (other than Permitted Parent Liens) upon any of its properties or assets or (c) engage in any operations, business or activity other than (i) holding the Capital Stock of its Subsidiaries, (ii) issuing its Capital Stock and making dividends and other distributions on its Capital Stock, and (iii) administrative activities in the ordinary course of business.

• The earliest to occur of (a) July 1, 2012, (b) the payment or defeasance in full of the Senior Secured Debt (other than the payment in full of the Senior Secured Debt contemplated by the definition of the term “2009 Indenture Effective Time”), (c) the payment or defeasance in full of the 2009 Senior Secured Debt, (d) the payment in full in cash of the Unsecured Term Loan or (e) the date upon which interest on the Permitted Parent Debt is required to be paid in cash pursuant to the terms thereof.

• Enter into any Indebtedness (other than the Permitted Parent Debt) which contains any negative pledge on assets or any covenants more restrictive than the provisions of Articles VIII, IX and X hereof; or which restricts, limits or otherwise encumbers its ability to incur Liens on or with respect to any of its assets or properties other than the assets or properties securing such Indebtedness.

• As of any date of determination, permit the ratio of (i) Senior Debt of the Parent and its Subsidiaries (excluding for purposes hereof, the Permitted Parent Debt) on such date to (ii) Total Capitalization of the Parent and its Subsidiaries on such date to be greater than .45 to 1.0.

More Definitions of Permitted Parent Debt

Permitted Parent Debt means any Indebtedness of the Parent outstanding under any Parent Debt Instrument in an aggregate principal amount equal to the difference (but not less than zero) of (a) the net proceeds of the incurrence of such Indebtedness (i) applied to the payment of Permitted Transaction Fees incurred in connection with such incurrence, (ii) applied to the Repayment of other Permitted Parent Debt, and any interest accrued thereon to the date of Repayment, (iii) contributed to a Permitted Interest Fund, or (iv) contributed to the Borrower as equity capital, MINUS (b) the aggregate amount of all Repayments of such Indebtedness made after such incurrence.

Permitted Parent Debt means all Debt in respect of the Existing Senior Notes, all Additional Parent Debt and all permitted exchanges, refinancings, restructurings, amendments, supplements or other modifications thereto.

Permitted Parent Debt means Indebtedness incurred by Parent pursuant to and in accordance with Section 6.1A(c).

Permitted Parent Debt shall have the meaning set forth in Section 9.1(c).

Permitted Parent Debt means unsecured Indebtedness of Parent provided by a Sponsor the net proceeds of which will be used to (a) refinance the Senior Convertible Notes, (b) refinance a portion of the 7.875% Senior Secured Notes, (c) fund a distribution to its Parent Company in an aggregate amount not to exceed $43,775,000 and/or (d) pay fees, premiums and expenses relating to any of the foregoing, provided that (i) no such Indebtedness shall be guaranteed by any Subsidiary of Parent or otherwise directly or indirectly receive any credit support from any Subsidiary of Parent, (ii) no such Indebtedness shall be subject to scheduled amortization or similar principal payments required to be paid on a regularly recurring basis or have a final maturity, in either case prior to the date occurring ninety-one (91) days following the latest Maturity Date in effect at the time of incurrence of such Indebtedness, (iii) no such Indebtedness shall have any mandatory prepayment provision or offer to prepay or purchase covenant included in the definitive documentation governing such Indebtedness, except to the extent applicable solely as a result of the sale of assets not constituting Collateral and such prepayment or offer to prepay or purchase shall only be made with net after-tax proceeds of such sale of assets that are then available for distribution by Parent to its Parent Company (for the avoidance of doubt, such definitive documentation shall provide that, unless a bankruptcy or insolvency event of default has occurred and is continuing in respect of Parent under such definitive documentation, no such prepayment or offer to prepay or purchase shall be required to be made in cash at any time that such payment in cash is prohibited by the terms of this Agreement) and (iv) any distribution made on such Indebtedness, including any cash interest, shall be subject to the satisfaction of the Distribution Conditions and the absence of any Event of Default prior to or immediately after giving effect thereto.

Permitted Parent Debt means any Indebtedness of the Parent that ---------------------

Permitted Parent Debt means structurally subordinated Indebtedness for Money Borrowed issued by the Parent, which shall be unsecured with respect to the Parent, Omnipoint Holdco, Omnipoint Finance Holdco, the Borrowers and the Restricted Subsidiaries, shall not be Guarantied by Omnipoint Holdco, Omnipoint Finance Holdco, either Borrower or any Restricted Subsidiary, and shall be further subject to the following: (i) the Borrowers shall, in a certificate provided on the date of the Parent's issuance of such structurally subordinated Indebtedness for Money Borrowed, demonstrate its pro forma compliance (giving effect to the incurrence of such structurally subordinated Indebtedness for Money Borrowed) with applicable Financial Covenants; (ii) the final maturity of such structurally subordinated Indebtedness for Money Borrowed must not be earlier than the Final Maturity Date or, if later, and if the Incremental Facility is in effect prior to the issuance of such Permitted Parent Debt, the final maturity date of the Incremental Facility, (iii) such structurally subordinated Indebtedness for Money Borrowed shall have a Weighted Average Life to Maturity not less than the Weighted Average Life to Maturity of the Term B Loans or, if the Incremental Facility is in effect prior to the issuance of such Permitted Parent Debt, any Incremental Loans; and (iv) such structurally subordinated Indebtedness for Money Borrowed shall contain no covenants or provisions more restrictive than those contained herein; provided, however, that clauses (ii) and (iii) above shall not apply to "Permitted Parent Debt" exchanged for the Omnipoint Senior Notes and having a final maturity no earlier than and an average life at least equal to the maturity and average life of such Omnipoint Senior Notes.