Permitted Ratio Debt means unsecured Indebtedness incurred by the Borrower in the form of one or more series of unsecured notes or loans; provided that (i) if constituting Subordinated Indebtedness, (A) such Indebtedness (including any Guarantee thereof) is subordinated to the Obligations on terms customary for high yield subordinated debt securities or otherwise reasonably satisfactory to the Administrative Agent and (B) the Obligations at all times constitute “designated senior debt” (or comparable term) under the documents governing such Indebtedness, (ii) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary AHYDO Catch-Up Payments and customary asset sale or change of control provisions and customary acceleration rights after an event of default), in each case prior to the date that is 91 days after the then Latest Maturity Date, (iii) such Indebtedness is not at any time guaranteed by any Person that is not a Guarantor and (iv) the other terms of such Indebtedness (other than (1) provisions applicable only to periods after the Latest Maturity Date (as of the date of incurrence of the Permitted Ratio Debt) and (2) pricing, fees, rate floors, premiums, optional prepayment or redemption terms (which shall be determined by the Borrower)) are either (x) customary market terms for Indebtedness of such type at the time of incurrence (taken as a whole) (as determined in good faith by the Borrower) or (y) substantially identical to, or when taken as a whole, are not materially less favorable to the Loan Parties than the terms of the Facilities, in each case under this clause (iv)(y), unless the Lenders under the Credit Agreement (as of the date of incurrence of the Permitted Ratio Debt) receive the benefit of such more favorable terms through the then Latest Maturity Date (for the avoidance of doubt, it is understood that to the extent any financial maintenance covenant is added for the benefit of such Indebtedness, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the Facilities); provided that “Permitted Ratio Debt” may be incurred in the form of a customary “bridge” or other interim credit facility intended to be refinanced or replaced with long-term indebtedness (and such customary “bridge” or other interim credit facilit...
Permitted Ratio Debt means Indebtedness of the Borrower and/or any one or more Subsidiaries; provided that:
Permitted Ratio Debt has the meaning specified in Section 7.02(a).
Examples of Permitted Ratio Debt in a sentence
Holdings shall not incur any Liens on Equity Interests of the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Incremental Equivalent Debt, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and Permitted Junior Priority Refinancing Debt.
Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations, the obligations under the ABL Facility, Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, secured Permitted Ratio Debt and the Pari Passu Obligations.
Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the ABL Facility Indebtedness, the Secured Term Loan Facility Indebtedness and secured Permitted Ratio Debt.
Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans, when aggregated with (A) the aggregate amount of Permitted Pari Passu Secured Debt (that is not designated as Credit Agreement Refinancing Indebtedness) and (B) the aggregate principal amount of Permitted Ratio Debt incurred in reliance on clauses (x) or (y) of the definition of Maximum Incremental Amount, shall not exceed the Maximum Incremental Amount.
Holdings shall not incur any Liens on Equity Interests of the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Permitted Notes, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and Permitted Junior Priority Refinancing Debt.
More Definitions of Permitted Ratio Debt
Permitted Ratio Debt means Indebtedness of the Albertson’s Group, provided that immediately after giving pro forma effect thereto and to the use of the proceeds thereof, (i) no Event of Default shall be continuing or result therefrom, (ii) the Total Leverage Ratio on a Pro Forma Basis is no greater than 5.00:1.00, (iii) if such Indebtedness is secured by Liens ranking pari passu with the Term Loans, the Loan-to-Value Ratio is no greater than 0.65:1.00, (iv) if such Indebtedness is secured by Liens ranking junior to the Liens securing the Term Loans, the Loan-to-Value Ratio is no greater than 0.75:1.00, (v) such Indebtedness does not mature prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (vi) such Indebtedness shall not have any financial maintenance covenants, (vii) if such Indebtedness is incurred or guaranteed on a secured basis by a Loan Party, the Liens securing such Indebtedness are subject to the Intercreditor Agreements or another intercreditor agreement in form and substance reasonably satisfactory to the Agent, (viii) if such Indebtedness is subordinated in right of payment with the Term Loans, such Indebtedness shall contain subordination provisions reasonably satisfactory to the Agent and (ix) the aggregate amount of any such Indebtedness incurred or guaranteed by a Restricted Subsidiary that is not a Loan Party does not exceed the greater of $500,000,000 and 2.25% of Total Assets at such time.
Permitted Ratio Debt means secured or unsecured debt issued by the Company or its Subsidiaries, (i) if secured by the Collateral, the Liens with respect to which are subordinated to the Liens securing the Obligations pursuant to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) the terms of which do not provide for a stated maturity date prior to the date that is 91 days after the Latest Maturity Date and (iii) the covenants, events of default, Subsidiary guarantees and other terms of which (other than interest rate and redemption premiums), taken as a whole, either (x) are not more restrictive to the Company and its Subsidiaries than the terms of the Senior Unsecured Notes Documents, or (y) if more restrictive, the Loan Documents are amended to contain such more restrictive terms (which amendments shall automatically occur); provided that Indebtedness constituting Permitted Ratio Debt when incurred shall not cease to constitute Permitted Ratio Debt as a result of the subsequent extension of the Latest Maturity Date.
Permitted Ratio Debt means Indebtedness; provided that, at the time of incurrence thereof:
Permitted Ratio Debt means Permitted Secured Ratio Debt and Permitted Unsecured Ratio Debt.
Permitted Ratio Debt means Indebtedness of the Borrower or any Restricted Subsidiary so long as immediately after giving Pro Forma Effect thereto and to the use of the proceeds thereof (but without netting the proceeds thereof) (i) no Event of Default shall be continuing or result therefrom, (ii) (x) the Loan-to-Value Ratio as of the last day of the most recently ended Test Period on or prior to the date of determination is equal to or less than 65.0%, and (y) if such Indebtedness is secured, the Senior Loan to Value Ratio as of the last day of the most-recently ended Test Period on or prior to the date of determination is equal to or less than 45.0% and (z) the Interest Coverage Ratio as of the last day of the most recently ended Test Period on or prior to the date of determination is equal to or greater than 2.00 to 1.00, provided that, in each case, such Indebtedness shall (A) [reserved], (B) not have scheduled amortization payments of principal and not be 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 on or prior to the Latest Maturity Date at the time such Indebtedness is incurred, (C) [reserved], (D) not be Guaranteed by any Person that is not a Loan Party and (E) have other terms and conditions (other than maturity, pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of the conditions described in this clause (E) delivered at least five 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 documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (E), shall be conclusive unless the Lender notifies the Borrower within such five Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)); provided, further, that any such Indebtedness incurred pursuant to Section 7.03(s) of...
Permitted Ratio Debt means any Indebtedness permitted to be incurred pursuant Sections 6.01(a)(vii), (a)(viii), (a)(ix), (a)(xiv), (a)(xv) or (a)(xvi).
Permitted Ratio Debt means Indebtedness (including Acquired Indebtedness) incurred or shares of Disqualified Equity Interests issued by the Parent Borrower and any Restricted Subsidiary or shares of Preferred Stock issued by any Restricted Subsidiary, if the Fixed Charge Coverage Ratio of the Parent Borrower for the Parent Borrower’s most recently ended Test Period preceding the date on which such Indebtedness is incurred or such Disqualified Equity Interests or Preferred Stock is issued (or, in the case of Indebtedness under Designated Commitments, on the date such Designated Commitments are established after giving Pro Forma Effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Commitments may thereafter be borrowed (and, with respect to Designated Commitments consisting of commitments to make loans or extend credit on a revolving basis, reborrowed), in whole or in part, from time to time, without further compliance with Section 7.03) would have been at least 2.00 to 1.00, determined on a Pro Forma Basis; provided, that Restricted Subsidiaries that are Non-Loan Parties may not incur Indebtedness or issue Disqualified Equity Interests or Preferred Stock pursuant to this definition if, after giving Pro Forma Effect to such incurrence or issuance, the aggregate amount of Indebtedness, Disqualified Equity Interests and Preferred Stock in each case of Non-Loan Parties incurred or issued pursuant to this paragraph then outstanding would exceed the greater of (x) $600 million and (y) 20% of Consolidated EBITDA at such time.