Permitted Refinancing Notes means senior secured notes, senior unsecured or senior subordinated debt securities of the U.S. Borrower(or of a Subsidiary Guarantor which are guaranteed by the U.S. Borrower) incurred after the Closing Date (a) the terms of which do not provide for any scheduled principal repayment, mandatory redemption or sinking fund obligations prior to the Latest Maturity Date on the date such debt securities are issued (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), (b) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate, call protection and redemption premiums), taken as a whole, are not more restrictive to the U.S. Borrower and the Subsidiaries than those set forth in this Agreement; provided that a certificate of a Financial Officer of the U.S. Borrower delivered to the Agent in good faith at least three Business Days (or such shorter period as the Agent may reasonably agree) 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 U.S. 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, (c) of which no Subsidiary of the U.S. Borrower is an issuer or guarantor other than any Loan Party and (d) which are not secured by any Liens on any assets of the U.S. Borrower or any of its Subsidiaries other than assets of the Loan Parties that constitute Collateral.
Permitted Refinancing Notes means one or more series of unsecured notes, so long as (a) as of the date of the issuance thereof, no Event of Default shall have occurred and be continuing or would result therefrom, (b) the aggregate principal amount thereof shall not exceed the principal amount (or accreted value, if applicable) of the Loans being refinanced thereby plus accrued interest, fees, premiums (if any) and penalties thereon and fees and expenses associated with the refinancing, (c) such Permitted Refinancing Notes shall have a final scheduled maturity date no earlier than the then-final scheduled maturity date of the Loans being refinanced thereby, and have a weighted average life to maturity that is equal to or greater than the weighted average life to maturity of, in each case, the Loans being refinanced, (d) no Permitted Refinancing Notes shall be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except customary assets sale or change of control provisions), (e) such Permitted Refinancing Notes shall not at any time be incurred or guaranteed by any Person other than an Obligor, (f) except as otherwise expressly set forth herein, (i) the pricing (including interest, fees and premiums), optional prepayment and redemption terms with respect such Permitted Refinancing Notes shall be determined by Borrowers and the lenders or investors providing such Permitted Refinancing Notes, and (ii) the other terms of such Permitted Refinancing Notes shall be, when taken as a whole, either reasonably acceptable to Administrative Agent or otherwise no more favorable (as reasonably determined by Administrative Agent) to the lenders or holders providing such Permitted Refinancing Notes than those applicable to the Loans (except to the extent (x) such terms are added in the Loan Documents for the benefit of the Lenders pursuant to an amendment hereto or thereto subject solely to the reasonable satisfaction of Administrative Agent or (y) applicable solely to periods after the latest maturity date for the Loans at the time of such incurrence), and (g) the Net Cash Proceeds of such Permitted Refinancing Notes shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans in accordance with Section 2.10(b).
Permitted Refinancing Notes the notes evidencing the Permitted Refinancing Obligations.
Examples of Permitted Refinancing Notes in a sentence
Upon the issuance by any Borrower or any other Obligor of any Permitted Refinancing Notes, Borrowers shall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds thereof immediately upon receipt thereof by Administrative Borrower or such other Obligor, such prepayment to be effected in the manner and to the extent specified in Section 2.10(c).
The Fifth Amendment Waiver is a waiver limited solely regarding the non-applicability of Section 2.6.8 of the Credit Agreement for the issuance by Unit of (i) the Initial Permitted Senior Notes after the Fifth Amendment Effective Date (but no later than November 15, 2020), and (ii) the Permitted Refinancing Notes.
More Definitions of Permitted Refinancing Notes
Permitted Refinancing Notes. Indebtedness issued to refinance the Senior Notes or the Senior Subordinated Notes (or any refinancing thereof) pursuant to Sections 7.2(p) and 7.2(q), respectively.
Permitted Refinancing Notes means senior secured notes, senior unsecured or senior subordinated debt securities of the Borrower (or of a Subsidiary Guarantor which are guaranteed by the Borrower) incurred after the Closing Date
Permitted Refinancing Notes means any senior subordinated unsecured notes issued by GrafTech, and the Guarantees thereof by any Domestic Subsidiary that is a Loan Party, incurred to repay, prepay, refinance or redeem the Senior Subordinated Notes, provided that (a) as promptly as practicable and in any event within 30 days after the date of the issuance or incurrence thereof, 100% of the Net Proceeds thereof shall be applied to repay, prepay, refinance or redeem the Senior Subordinated Notes, (b) such notes, and any Guarantees thereof, are subordinated in right of payment to all of the Obligations on terms no less favorable to the Lenders than the terms of the Senior Subordinated Notes, (c) the stated final maturity thereof shall be no earlier than 91 days after October 7, 2016, and shall not be subject to any conditions that could result in such stated final maturity occurring on a date that precedes the 91st day after October 7, 2016, (d) such notes shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default or a change in control) prior to the 91st day after October 7, 2016, (e) the terms, conditions and covenants of such notes shall be such as are typical and customary at the time of the issuance of such notes for high yield subordinated debt securities issued in a public offering (as determined by the Board of Directors or senior management of GrafTech in good faith), (f) no Subsidiary other than any Domestic Subsidiary that is a Loan Party shall Guarantee obligations of GrafTech thereunder, and each such Guarantee
Permitted Refinancing Notes means any Indebtedness of the Borrower in the form of unsecured notes, first lien senior secured notes or second lien secured notes and incurred pursuant to one or more issuances of such senior notes; provided, that in any event:
Permitted Refinancing Notes means any Senior Notes issued or incurred by the Borrower for any refinancing, replacement, or Redemption of existing Senior Notes or issued or incurred in exchange for existing Senior Notes, so long as:
Permitted Refinancing Notes means any Indebtedness in the form of one or more series of secured or unsecured notes; provided that (i) in the case of secured notes, such Indebtedness is secured by the Collateral on a pari passu or subordinated basis (but without regard to the control of remedies) with respect to the Obligations and is not secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness constitutes a Permitted Refinancing with respect to the Non-Extended Term Loans or the Extended Term Loans, as applicable, (iii) in the case of secured notes, the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) such Indebtedness is not guaranteed by any Subsidiaries of Holdings other than the Loan Parties and (vi) in the case of secured notes, a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent.
Permitted Refinancing Notes means Indebtedness incurred by the Borrower in the form of one or more series of senior unsecured notes or loans, senior secured notes or loans, senior subordinated notes or loans, or subordinated notes or loans, 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 or refinance, in whole or part, any existing Term Loans hereunder; provided that (x) such Indebtedness is pari passu or junior in right of payment to the First Lien Obligations, (y) if secured, shall be secured only by the Collateral securing the Refinanced Debt and (z) is subject to customary subordination or intercreditor agreements reasonably acceptable to the Administrative Agent.