Permitted Senior Notes Debt definition

Permitted Senior Notes Debt means any unsecured Indebtedness (in addition to, and not including, Existing Subordinate Debt) of the Borrower, and any Guarantees thereof by Subsidiaries, incurred or assumed after the date of this Agreement and resulting from one or more issuances of Borrower’s senior unsecured notes and/or senior unsecured subordinate notes in an aggregate outstanding principal balance at any time of not greater than U.S. $500,000,000, including all renewals, refinancings, replacements, and extensions thereof to the extent permitted hereunder and made in accordance with the terms of the Combined Loan Documents (including Section 7.14), provided, that, except, in the case of each of clauses (ii), (iv) and (vi) below, to the extent the terms of such Indebtedness as to the matters addressed in such clauses are materially the same or at least as favorable for the Borrower as the terms of the Existing Subordinate Notes issued pursuant to the Existing Subordinated Note Indenture (disregarding for purposes of this exception, in the case of any issuance of the Borrower’s senior unsecured notes, any provisions of the Existing Subordinate Notes and/or the Existing Subordinated Note Indenture that expressly or effectively operate to subordinate or condition any right or obligation of the Borrower to make any payment (whether in connection with a purchase, repurchase, redemption, defeasance, prepayment or otherwise) under or in respect of all or any of the Existing Subordinate Notes in relation to any other Indebtedness), all such Indebtedness (i) has a maturity date at least six (6) months after the Maturity Date, (ii) except to the extent any such prepayments are made in accordance with subsection (y) to the proviso in Section 7.14, is not permitted to be prepaid (other than by the conversion of any such Indebtedness into the capital stock of the Borrower) without the written consent of the Global Administrative Agent and the Majority Lenders, (iii) has a coupon not in excess of nine percent (9%), (iv) contains covenants not materially more onerous to Borrower and its Subsidiaries than those contained in the Combined Loan Documents, (v) requires no scheduled principal amortization prior to the sixth anniversary of the Closing Date, and (vi) is otherwise on market terms and conditions as of the time of issuance thereof.
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Permitted Senior Notes Debt contained in Section 1.1 of the Canadian Credit Agreement is hereby amended in its entirety to read as follows:
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Permitted Senior Notes Debt contained in Section 1.1 of the U.S. Credit Agreement is hereby amended in its entirety to read as follows:
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More Definitions of Permitted Senior Notes Debt

Permitted Senior Notes Debt. “Permitted Senior Notes Documents,” “Required Reserve Value” and “U.S. Required Reserve Value” contained in Section 1.1 of the U.S. Credit Agreement shall be amended in their entirety to read as follows:
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Permitted Senior Notes Debt means the Indebtedness (in addition to, and not including, Existing Subordinate Debt) of the Borrower outstanding from time to time under the Permitted Senior Notes Documents (including Guarantees thereof by Subsidiaries), including all renewals, refinancings, replacements, and extensions thereof to the extent permitted hereunder and made in accordance with the terms of the Combined Loan Documents (including Section 7.14), provided, that, after the Second-Lien Period, all such Indebtedness shall be unsecured.
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Permitted Senior Notes Debt means the Indebtedness (in addition to, and not including, Existing Subordinate Debt) of the Parent outstanding from time to time under the Permitted Senior Notes Documents (including Guarantees thereof by Subsidiaries of the Parent), including all renewals, refinancings, replacements, and extensions thereof to the extent permitted under the Combined Credit Agreements and made in accordance with the terms of the Combined Loan Documents (including Section 7.14 of the U.S. Credit Agreement), provided, that, after the Second-Lien Period, all such Indebtedness shall be unsecured.
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Permitted Senior Notes Debt means any unsecured Indebtedness (in addition to, and not including, Existing Subordinate Debt) of the Borrower, and any Guarantees thereof by Subsidiaries, incurred or assumed after the date of this Agreement and resulting from one or more issuances of Borrower’s senior unsecured subordinate notes in an aggregate outstanding principal balance at any time of not greater than $300,000,000, including all renewals, refinancings, replacements, and extensions thereof to the extent permitted hereunder and made in accordance with the terms of the Combined Loan Documents (including Section 7.14), provided, that all such Indebtedness (i) has a maturity date at least six (6) months after the Maturity Date, (ii) except to the extent any such prepayments are made in accordance with subsection (y) to the proviso in Section 7.14, is not permitted to be prepaid (other than by the conversion of any such Indebtedness into the capital stock of the Borrower) without the written consent of the Global Administrative Agent and the Majority Lenders, (iii) has a coupon not in excess of nine percent
Sample 1
Permitted Senior Notes Debt means any unsecured Indebtedness (in addition to, and not including, Existing Subordinate Debt) of the Parent, and any Guarantees thereof by Subsidiaries, incurred or assumed after the date of this Agreement and resulting from one or more issuances of Parent’s senior unsecured subordinate notes in an aggregate outstanding principal balance at any time of not greater than $300,000,000, including all renewals, refinancings, replacements, and extensions thereof to the extent permitted hereunder and made in accordance with the terms of the Combined Loan Documents (including Section 7.14 of the U.S. Credit Agreement), provided, that all such Indebtedness (i) has a maturity date at least six (6) months after the Maturity Date, (ii) except to the extent any such prepayments are made in accordance with subsection (y) to the proviso in Section 7.14 of the U.S. Credit Agreement, is not permitted to be prepaid (other than by the conversion of any such Indebtedness into the capital stock of the Parent) without the written consent of the Global Administrative Agent and the Majority Lenders, (iii) has a coupon not in excess of nine percent (9%), (iv) contains covenants not materially more onerous to Parent and its Subsidiaries than those contained in the Combined Loan Documents and (v) contains other terms and conditions (including amount, interest, amortization, covenants and events of default) as are satisfactory to the Global Administrative Agent and the Majority Lenders.
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Related to Permitted Senior Notes Debt

  • Senior Secured Notes Documents means the Senior Secured Notes Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement).

  • Senior Notes Documents means, collectively, the Senior Notes Indenture and all other loan agreements, indentures, note purchase agreements, promissory notes, guarantees, intercreditor agreements, assignment and assumption agreements and other instruments and agreements evidencing the terms of Senior Notes.

  • Existing Senior Secured Notes means the Borrower’s $800,000,000 8.500% Senior Secured Notes due 2019, issued pursuant to the Existing Senior Secured Notes Indenture.

  • Consolidated Senior Secured Debt means, at any date of determination, the aggregate principal amount of Total Funded Debt outstanding on such date that is secured by a Lien on any asset or property of the Borrower or the Restricted Subsidiaries, which Total Funded Debt is not, by its terms, subordinated in right of payment to the Obligations.

  • Existing Senior Notes means the Existing 2020 Senior Notes and the Existing 2021 Senior Notes, collectively.

  • Second Lien Notes Documents means the Second Lien Notes, the Second Lien Notes Indenture, the Second Lien Notes Security Documents and all other documents executed and delivered with respect to the Second Lien Notes or Second Lien Notes Indenture, as in effect on the Effective Date and as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

  • Existing Senior Notes Indentures means, the indentures governing the Existing Senior Notes, each as may be amended or supplemented from time to time.

  • Subordinated Notes means the Initial Notes and the Exchange Notes and, more particularly, any Subordinated Note authenticated and delivered under this Indenture, including those Subordinated Notes issued or authenticated upon transfer, replacement or exchange.

  • New Senior Notes has the meaning set forth in the recitals hereto.

  • Consolidated Senior Secured Indebtedness means, as of any date of determination, Consolidated Total Indebtedness as of such date that is not subordinated in right of payment to the Secured Obligations and is secured by a Lien on the Collateral securing the Loan Document Obligations.

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).

  • Permitted Debt means any Financial Indebtedness:

  • Existing Unsecured Notes the Borrower’s 11.5% Senior Notes due 2018, issued pursuant to the Existing Unsecured Indenture, outstanding on the Closing Date or subsequently issued in exchange for or in respect of any such notes.

  • Existing Senior Notes Indenture means the Indenture dated as of April 11, 2013, among the Lux Borrower, as issuer, the Parent, as guarantor and Deutsche Bank Trust Company Americas, as trustee, under which the Existing Senior Notes are outstanding, as amended, modified or supplemented from time to time.

  • Consolidated Senior Secured Net Debt means, as of any date of determination, Consolidated Net Debt that is secured by a Lien on any asset or property of any Loan Party or any Restricted Subsidiary.

  • Permitted Indebtedness means, without duplication, each of the following:

  • Existing Senior Subordinated Notes means the Issuer’s 10 1⁄8% Senior Subordinated Notes due 2016 issued pursuant to the Indenture dated as of December 1, 2006, among the Issuer, the Guarantors listed therein and The Bank of New York Mellon as Trustee.

  • Additional Senior Debt means any Indebtedness of the Parent Borrower (other than Indebtedness constituting Credit Agreement Obligations) Guaranteed by the Guarantors (and not Guaranteed by any other Subsidiary) which Indebtedness and Guarantees are secured by the Senior Collateral (or a portion thereof) on a pari passu basis (but without regard to control of remedies) with the Credit Agreement Obligations (and not secured by Liens on any other assets of the Parent Borrower or any Subsidiary); provided, however, that, (i) such Indebtedness is permitted to be incurred, secured and Guaranteed on such basis by each Senior Debt Document and Second Priority Debt Document and (ii) the Representative for the holders of such Indebtedness shall have become party to (A) this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof and (B) the First Lien Intercreditor Agreement pursuant to, and by satisfying the conditions set forth in, Section 5.13 thereof, provided further that, if such Indebtedness will be the initial Additional Senior Debt incurred by the Parent Borrower after the date hereof, then the Guarantors, the Senior Collateral Agent and the Representative for such Indebtedness shall have executed and delivered the First Lien Intercreditor Agreement. Additional Senior Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Guarantors issued in exchange therefor.

  • Permitted Financial Indebtedness means Financial Indebtedness:

  • Permitted Notes means (i) unsecured senior or senior subordinated debt securities of the Borrower, (ii) debt securities of the Borrower that are secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations pursuant to a Second Lien Intercreditor Agreement or (iii) debt securities of the Borrower that are secured by a Lien ranking pari passu with the Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement; provided that (a) in the case of debt securities issued in reliance on Section 7.03(s)(iii), such debt securities are issued for cash consideration, (b) the terms of such debt securities do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Maturity Date of the Term Facility (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), (c) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those in this Agreement; provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such debt securities, together with a reasonably detailed description of the material terms and conditions of such debt securities or drafts of the documentation relating thereto, stating that the 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, (d) at the time that any such Permitted Notes are issued (and after giving effect thereto) no Event of Default shall exist, (e) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Permitted Notes had been outstanding on the last day of such four quarter period, and (f) no Subsidiary of the Borrower (other than a Guarantor) shall be an obligor and no Permitted Notes shall be secured by any collateral other than the Collateral.

  • Acquisition Indebtedness means any Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (a) the release of the proceeds thereof to the Company and the Subsidiaries is contingent upon the substantially simultaneous consummation of such Acquisition (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be, promptly applied to satisfy and discharge all obligations of the Company and the Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision) if such Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition or such Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged within 90 days of such termination or such specified date, as the case may be).

  • Additional Senior Debt Obligations means, with respect to any series, issue or class of Additional Senior Debt, (a) all principal of, and interest (including, without limitation, any interest which accrues after the commencement of any Bankruptcy Case, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to, such Additional Senior Debt, (b) all other amounts payable to the related Additional Senior Debt Parties under the related Additional Senior Debt Documents and (c) any renewals or extensions of the foregoing.

  • Senior Note Indentures means, collectively, the Senior Note (2020) Indenture, the Senior Note (2021) Indenture, the Senior Note (2022) Indenture and the Senior Note (2023) Indenture.

  • Subordinated Indebtedness Documents means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

  • Senior Notes means $500,000,000 in aggregate principal amount of the Borrower’s 6.75% senior unsecured notes due 2025 issued pursuant to the Senior Notes Indenture on the Closing Date.

  • Permitted Subordinated Indebtedness means Indebtedness incurred after the Closing Date by the Borrower or the Subsidiaries that is (i) subordinated to the Obligations and all other Indebtedness owing from the Borrower or the Subsidiaries to the Lender pursuant to a written subordination agreement satisfactory to the Lender in its sole discretion and (ii) in an amount and on terms approved by the Lender in its sole discretion.