Permitted Second Lien Debt definition
Permitted Second Lien Debt means secured Indebtedness which may be senior, senior subordinated or subordinated Indebtedness (provided that the holders of the obligations secured thereby (or a representative or trustee on their behalf) shall have entered into a Customary Intercreditor Agreement providing that the Liens securing such obligations shall rank junior to the Liens securing the Obligations), in each case, issued or incurred by the Borrower and guaranteed by the Guarantors (a) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the 91st day after the Latest Maturity Date (other than nominal amortization, customary offers to purchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights after an event of default), (b) the covenants, events of default, guarantees and other terms of which (other than interest rate, fees, funding discounts and redemption or prepayment premiums determined by the Borrower to be “market” rates, fees, discounts and premiums at the time of issuance or incurrence of any such Indebtedness), taken as a whole, are determined by the Borrower to be “market” terms on the date of issuance or incurrence and in any event are not more restrictive on the Borrower and its Restricted Subsidiaries than the terms of this Agreement (as in effect at the time of such issuance or incurrence) (provided that, such terms shall not be deemed to be more restrictive solely as a result of the inclusion in the documentation governing such Indebtedness of any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant), provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence or issuance of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such
Permitted Second Lien Debt means junior lien secured Indebtedness issued or incurred by the Borrower and any guarantees thereof by the Guarantors (including any Persons becoming Guarantors simultaneously with the incurrence of such Indebtedness):
Permitted Second Lien Debt means Indebtedness (including any guaranty thereof) issued pursuant to the Second Lien Indenture that complies with all of the following requirements:
Examples of Permitted Second Lien Debt in a sentence
Two (2) Business Days prior written notice of the incurrence by any Group Member of any Permitted Unsecured Debt, Permitted Second Lien Debt, Permitted Refinancing Indebtedness or, if in excess of $10,000,000, any other Indebtedness as well as the amount thereof, the anticipated closing date and definitive documentation for the foregoing and any other related information reasonably requested.
The Borrower will not, and will not permit any other Group Member to amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to any Specified Permitted Second Lien Debt if doing so would not be permitted under the terms of the Intercreditor Agreement.
The Lenders hereby authorize the Administrative Agent to enter into any intercreditor agreement with any Secured Swap Provider and any Intercreditor Agreement with respect to any Permitted Second Lien Debt or Permitted Rise Acquisition Debt.
The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date of such issuance of Permitted Senior Unsecured Notes, such incurrence of Permitted Second Lien Debt or such disposition or Liquidation, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
The Lenders hereby authorize the Administrative Agent to enter into an Intercreditor Agreement with respect to Permitted Second Lien Debt and to amend such Intercreditor Agreement in accordance with the provisions of Section 12.02.
More Definitions of Permitted Second Lien Debt
Permitted Second Lien Debt means Indebtedness issued or incurred by the Borrower after the Closing Date that is secured by a second priority security interest in the Collateral, subject in all cases to the first priority Lien granted in favor of the Administrative Agent pursuant to the Collateral Documents; provided that the Administrative Agent shall have entered into an intercreditor agreement with the holders or representatives of such Indebtedness on market terms and in form and substance reasonably acceptable to the Administrative Agent; provided further that such Indebtedness (i) is issued or incurred in exchange for, or to refinance, Indebtedness issued by the Borrower and its Subsidiaries prior to the Closing Date that has a scheduled maturity on or prior to the Maturity Date, (ii) reflects terms that do not provide for any scheduled repayment, mandatory repayment or redemption or sinking fund obligations prior to the Maturity Date and (iii) contains covenants, events of default and other terms that are not more restrictive to the Borrower than (x) those contained herein, in the case of such Indebtedness in the form of bank financing or credit facilities under credit or loan agreements and (y) those contained in the indentures in effect as of the Closing Date governing the Borrower’s existing senior unsecured notes, in the case of such Indebtedness in the form of debt securities, bonds or notes.
Permitted Second Lien Debt means Indebtedness of the Company or any Subsidiary Guarantor that (a) is subject to the Collateral Trust Agreement and (b) constitutes “Second Priority Secured Obligations” under (and as defined in) the Collateral Trust Agreement; provided, that the aggregate Outstanding Amount of Permitted Second Lien Debt that constitutes Debt and has a final maturity date which is prior to the third anniversary of the Closing Date shall not exceed $3 billion at any time.
Permitted Second Lien Debt means Permitted Junior Exchange Debt that is governed by the Second Lien Indenture and that is secured by Liens that are junior and subordinated to the Liens securing the Obligations pursuant to the Second Lien Intercreditor Agreement.
Permitted Second Lien Debt means secured Debt incurred by the Borrower; provided that:
Permitted Second Lien Debt means Indebtedness (x) outstanding pursuant to the Second Lien Loan Documents (including any Second Lien Term Loans), (y) consisting of New Loan Commitments, New Incremental Notes or Incremental Equivalent Debt (each as defined in the Second Lien Credit Agreement as in effect on the date hereof) or (z) otherwise incurred by the Borrower or any other Credit Party and consisting of Junior Lien Obligations or unsecured Indebtedness (including, in each case of the foregoing sub-clauses (x), (y) and (z), any guarantee thereof), in each case, in an aggregate principal amount not to exceed the sum of (i) $220,000,000, plus (ii) the aggregate principal amount of Indebtedness permitted to be incurred pursuant to Sections 2.14 or 2.15 of the Second Lien Credit Agreement as in effect on the date hereof or in the form of Incremental Equivalent Debt (as defined in the Second Lien Credit Agreement as in effect on the date hereof), plus (iii) in the event of a refinancing or exchange of any Indebtedness set forth in this clause (v), any Available Incremental Amount incurred in connection with the refinancing or exchange of such Indebtedness.
Permitted Second Lien Debt means Second Lien Debt (including, but without duplication, Contingent Liabilities of the Subsidiary Guarantors in respect thereof) to the extent that (i) such Second Lien Debt is subject to, and the holders thereof are bound by, the terms and conditions of the Intercreditor Agreement, (ii) such Second Lien Debt is, taken as a whole, (A) on terms and conditions that are reasonable under then-existing market conditions for second lien indebtedness and (B) the Second Lien Debt Documents evidencing such Second Lien Debt do not contain covenants, defaults or events of default that are more restrictive than the covenants, defaults and events of default contained in the Loan Documents, (iii) such Indebtedness does not have a maturity date that is prior to the date that is six (6) months after the Stated Maturity Date, (iv) after giving effect to the incurrence of such Indebtedness no Default or Event of Default shall have occurred and be continuing and (v) after giving effect to the incurrence of such Indebtedness, the Borrower and EPL are in pro forma compliance with Section 7.2.4, and the Refinancing of all or any applicable portion of such Indebtedness as permitted hereunder (including amounts relating to fees and premiums incurred in connection with such Refinancing).
Permitted Second Lien Debt means Debt incurred (a) by the Parent pursuant to the Senior Secured Indenture or the Exchange Notes Indenture or (b) by the Parent or the Borrower pursuant to one or more other issuances of Debt (including pursuant to a Senior Secured Supplemental Indenture or an Exchange Notes Supplemental Indenture); provided that (i) the aggregate principal amount of all Debt incurred pursuant to this definition shall not exceed $300,000,000.00 (excluding principal resulting from any interest paid in kind with respect to the Exchange Notes due 2021), (ii) such Debt shall be used by the Parent or the Borrower in connection with the Redemption of the Senior Notes or Senior Secured Notes due 2021 substantially concurrently with the incurrence of such Permitted Second Lien Debt; (iii) with respect to Debt incurred pursuant to clause (b) of this definition, such Debt shall (A) not provide for any scheduled payment of principal (subject to other payments permitted by the Intercreditor Agreement), scheduled mandatory Redemption or scheduled sinking fund payment before the date that is 180 days following the date in clause (a) of the definition of “Maturity Date”, (B) be secured solely by junior Liens on Mortgaged Property which Liens do not have priority over the Liens in favor of the Administrative Agent securing the Indebtedness; and (C) be evidenced and governed by definitive documentation containing (1) with respect to any Senior Secured Supplemental Indenture or Exchange Notes Supplemental Indenture, the same terms (excluding the effect of any most favored nations clause) as, or terms less onerous to the Parent than, the Senior Secured Indenture or Exchange Notes Indenture, as applicable or (2) customary market terms and conditions and otherwise satisfactory to the Administrative Agent in its sole discretion (provided, that solely with respect to any proposed Permitted Second Lien Debt transaction pursuant to this clause (2), the term sheet for such proposed Permitted Second Lien Debt transaction shall be submitted to the Administrative Agent for its approval in its sole discretion and the definitive documentation of such Permitted Second Lien Debt transaction shall be deemed acceptable to the Administrative Agent if the terms of such definitive documentation reflect the terms and conditions set forth in the approved term sheet and contain customary market terms and conditions and otherwise are satisfactory to the Administrative Agent in its sole discretion); and (iv) al...