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) 715000788 12406500715000788 12406500 (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 Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements unless the Administrative Agent notifies the Borrower within such five Business Day p...
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 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.
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 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.
Section 9.16(b) of the Credit Agreement is hereby amended to delete each instance of “the Permitted Second Lien Debt Documents” and insert “either (A) the Permitted Second Lien Debt Documents or (B) the Permitted 2021 Convertible Notes Documents, in either case, ” in lieu thereof.
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.
More Definitions of Permitted Second Lien Debt
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:
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 Security Documents; provided that the Administrative Agent shall have entered into an intercreditor agreement substantially in the form attached hereto as Exhibit N (an “Intercreditor Agreement”) with the holders or representatives of such Indebtedness; 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 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 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 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 (a) the Company’s 9.75% Senior Secured Notes due 2018, (b) the Company’s 10.625% Senior Secured Notes due 2019, and (c) Debt incurred after the date hereof and secured by second-priority Liens on the Collateral; provided that in the case of this clause (c), (i) the terms and conditions (including, if applicable, as to collateral) of any such additional Debt are, (A) either (1) customary for similar debt securities in light of then-prevailing market conditions (it being understood that such Debt shall not include any financial maintenance covenants and that any negative covenants shall be incurrence-based) or (2) not materially less favorable to the Loan Parties or the Lenders, taken as a whole, than the terms and conditions of the Debt described in the foregoing clauses (a) and (b), and (B) when taken as a whole (other than interest rate and redemption premiums), not materially more restrictive to the Company and its Subsidiaries than those set forth in this Agreement (provided that a certificate of a Responsible Officer of the Company delivered to the Agent in good faith at least five Business Days prior to the incurrence of such Debt, together with a reasonably detailed description of the material terms and conditions of such Debt or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (i), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Agent provides notice to the Company of its objection during such five Business Day period) and (ii) such additional Debt shall be subject to (and the holders thereof and any agent and/or trustee on their behalf shall be bound by) the Intercreditor Agreement.