Permitted Senior Notes Refinancing definition

Permitted Senior Notes Refinancing means, in respect of any one or more series of Senior Notes being extended, renewed or refinanced, any Indebtedness that extends, renews or refinances such Senior Notes (or any Permitted Senior Notes Refinancing in respect thereof); provided that:
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Permitted Senior Notes Refinancing means any unsecured refinancing, refunding, exchange, redemption, renewal or extension of the Senior Notes so long as (a) at the time thereof, no Event of Default shall have occurred and be continuing, (b) the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to the reasonable premium paid, and fees, original issue discount and expenses reasonably incurred, in connection with such refinancing, (c) the final maturity date of such refinancing, refunding, renewing or extending Debt shall be no earlier than 180 days after the latest Maturity Date and shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Senior Notes, (d) such Debt 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 for customary provisions relating to change of control and asset sales, or to the extent such repayment, prepayment, redemption, repurchase or defeasance would have been required pursuant to the terms of the Senior Notes), (e) the terms and conditions of any such refinancing, refunding, renewal or extension (i) are on market terms on the date of issuance (as determined in good faith by the Borrower), and (ii) are not, taken as a whole, more restrictive than the covenants and events of default contained in this Agreement and in the Senior Notes Documents, provided that if such Debt contains any financial maintenance covenants, such covenants shall not be tighter than those contained in this Agreement, (f) the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate (as determined in good faith by the Borrower), and (g) the Borrower is the primary obligor with respect to any such refinancing, refunding, redemption, renewal or extension.
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Permitted Senior Notes Refinancing means any Indebtedness issued in exchange for, or all or part of the net proceeds of which are used to refinance or replace, the Term Loan and the Senior Subordinated Notes (and any Indebtedness constituting a Permitted Senior Notes Refinancing thereof), whether in the form of new credit facilities, debt securities or otherwise; provided that (a) as of the date of incurrence of such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (b) the principal amount (or accreted value, if applicable) of such Indebtedness shall not exceed $300,000,000 at any time outstanding; (c) the terms of such Indebtedness (i) shall be on commercially reasonable terms in light of then prevailing market conditions, (ii) shall have a scheduled maturity date no earlier than six months after the Maturity Date (notwithstanding any acceleration of such Indebtedness pursuant to the terms thereof) and (iii) shall have no required amortization of principal or mandatory prepayments unless either (x) approved in writing by the Administrative Agent prior to the incurrence of such Indebtedness or (y) in case of any Indebtedness other than the Term Loan and the Senior Subordinated Notes (but including, for clarity, any Permitted Senior Notes Refinancing thereof), such amortization of principal or mandatory prepayments are consistent with those contained in the Indebtedness being refinanced or replaced (other than, in each case, subject to the requirements of Section 2.05 of this Agreement, prepayments of, or offers to purchase, such Indebtedness resulting from a disposition of assets or change in control as are customary in such financings, as determined pursuant to the terms thereof); (d) such Indebtedness shall be either unsecured or secured only by Permitted Encumbrances; and (e) the Agent shall have received true, correct and complete copies of all agreements, documents or instruments evidencing or otherwise related to such Indebtedness.
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Examples of Permitted Senior Notes Refinancing in a sentence

  • Section 8.10 is hereby amended by inserting, immediately prior to the period at the end thereof, the words “and except for purchases of Existing Senior Notes, Permitted Senior Notes Refinancing Debt or Senior Notes from officers and directors permitted under Section 8.8(a) hereof”.


More Definitions of Permitted Senior Notes Refinancing

Permitted Senior Notes Refinancing means any unsecured refinancing, refunding, renewal or extension of the Senior Notes so long as (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium paid, and fees, OID and expenses reasonably incurred, in connection with such refinancing, (ii) the final maturity date of such refinancing, refunding, renewing or extending Indebtedness shall be no earlier than 180 days after the latest Maturity Date, (iii) the terms and conditions of any such refinancing, refunding, renewal or extension are market terms on the date of issuance (as determined in good faith by the Borrower) or are not, taken as a whole, materially more restrictive than the covenants and events of default contained in this Agreement (as determined in good faith by the Borrower), provided that if such Indebtedness contains any financial maintenance covenants, such covenants shall not be tighter than those contained in this Agreement, and (iv) the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate and (v) with respect to any guaranties by License Subsidiaries of such Indebtedness, such guaranties are subordinated on terms at least as favorable on the whole to the Lenders as those subordinated guaranties of the Senior Notes by the License Subsidiaries.
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Permitted Senior Notes Refinancing means Indebtedness constituting a refinancing (including without limitation an amendment and/or extension of the Existing Senior Note Documents) of the Existing Senior Notes that (a) has an aggregate outstanding principal amount not greater than $120,000,000, (b) is not secured by Liens on any assets other than a first priority Lien on the Refinanced Senior Notes Priority Collateral and a second priority lien on the Revolving Priority Collateral (to the extent such Liens are expressly permitted pursuant to the terms of the Intercreditor Agreement), and (c) has a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of the Indebtedness being refinanced or extended. For the avoidance of doubt, the Permitted Senior Notes Refinancing may be consummated with proceeds of a Revolving Loan available in accordance with this Agreement, so long as after giving effect to such consummation, Availability shall not be less than $5,000,000.
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Permitted Senior Notes Refinancing means any unsecured refinancing, refunding, exchange, redemption, renewal or extension of the Senior Notes so long as (a) at the time thereof, no Event of Default shall have occurred and be continuing, (b) the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to the reasonable premium paid, and fees, original issue discount and expenses reasonably incurred, in connection with such refinancing, (c) the final maturity date of such refinancing, refunding, renewing or extending Debt shall be no earlier than 180 days after the latest Maturity Date and shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Senior Notes, (d) such Debt 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 for customary provisions relating to change of control and asset sales, or to the extent such repayment, prepayment, redemption, repurchase or defeasance would have been required
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Related to Permitted Senior Notes Refinancing

  • Refinancing Notes means any secured or unsecured notes or loans issued by the Borrower or any Subsidiary Loan Party (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) (i) 100% of the Net Proceeds of such Refinancing Notes that are secured on a pari passu basis with the Term B-1 Loans are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof or (ii) 90% of the Net Proceeds of any other Refinancing Notes are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments so replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced, as applicable; (e) in the case of Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (f) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than the terms, taken as a whole, applicable to the Term B-1 Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing Notes are issued), as determined by the Borrower in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and (h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.

  • Refinancing Debt means Debt that refunds, refinances, renews, replaces or extends any Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the terms of this Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that