Permitted Senior Unsecured Debt means unsecured senior Indebtedness issued by the Borrower and/or a finance company that is an Affiliate of the Borrower (i) the terms of which (1) do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is 91 days after the Revolving Facility Maturity Date, (2) do not contain covenants that, taken as a whole, are more restrictive than those set forth in this Agreement and the other Loan Documents, (3) provide for covenants and events of default customary for Indebtedness of a similar nature as such Permitted Senior Unsecured Debt and (ii) in respect of which no Subsidiary of the Borrower that is not a guarantor under the Loan Documents is a guarantor; provided that immediately prior to and after giving effect on a Pro Forma Basis to any incurrence of Permitted Senior Unsecured Debt, no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Borrower would be in compliance on a Pro Forma Basis with the Financial Performance Covenants as of the most recently completed fiscal quarter for which financial statements are available.
Permitted Senior Unsecured Debt means Permitted Additional Debt that is not Permitted Additional Subordinated Debt.
Permitted Senior Unsecured Debt senior unsecured Indebtedness of a Loan Party that (a) requires no scheduled cash payments of principal and no mandatory repurchase or redemption obligations prior to the date that is 91 days after the Maturity Date, other than in connection with a change of control of Borrower or similar event, an asset disposition or, if the Indebtedness is incurred to finance a Permitted Acquisition (or refinance, replace, modify, repay, redeem, refund, renew or extend Indebtedness in connection therewith), subject to conditions relating to the non-occurrence of such Permitted Acquisition, and (b) does not impose financial “maintenance” (as distinct from “incurrence”) covenants on the Borrower or any of the Subsidiaries that are more restrictive than the maintenance covenants herein; provided that the payment of the proceeds of such Indebtedness into escrow and grant of security in connection therewith to secure the applicable Permitted Senior Unsecured Debt prior to closing of a Permitted Acquisition (including any refinancing, replacement, modification, repayment, redemption, refunding, renewal or extension of Indebtedness in connection therewith) intended to be funded in whole or part with the proceeds of such Indebtedness shall not be deemed to result in such Indebtedness being deemed secured for purposes hereof for so long as such escrow remains in effect.
Examples of Permitted Senior Unsecured Debt in a sentence
Section 6.01(e) of each of the Credit ----------------- Agreements is amended by inserting ", any Permitted Senior Unsecured Debt Document" immediately after the reference to "Subordinated Debt Document" therein.
Without limiting the foregoing, no Credit Party is a party to or bound by any agreement (other than the Loan Papers and other than pursuant to the Permitted Senior Unsecured Debt Documents and/or the Permitted Senior Convertible Debt Documents) or subject to any order of any Governmental Authority which prohibits or restricts in any way the right of such Credit Party or any Restricted Subsidiary to make Distributions.
Such decrease in the Borrowing Base shall occur automatically upon the incurrence of such Permitted Senior Unsecured Debt on the date of incurrence, without any vote of the Revolving Credit Lenders or action by Administrative Agent.
Without limiting the foregoing, no Credit Party is a party to or bound by any agreement (other than the Loan Papers and other than pursuant to the Permitted Senior Unsecured Debt Documents) or subject to any order of any Governmental Authority which prohibits or restricts in any way the right of such Credit Party or any Restricted Subsidiary to make Distributions.
Upon any incurrence of Permitted Senior Unsecured Debt (other than Permitted Senior Unsecured Debt that refinances or replaces Term Loans hereunder or then existing Permitted Senior Unsecured Debt, up to the principal amount of such Term Loans or then existing Permitted Senior Unsecured Debt that is refinanced or replaced), the Borrowing Base shall automatically be decreased by an amount equal to 25% of the aggregate notional amount of such Permitted Senior Unsecured Debt issued at such time.
More Definitions of Permitted Senior Unsecured Debt
Permitted Senior Unsecured Debt the collective reference to the Senior Notes and any Indebtedness incurred in reliance upon Section 7.2(ii) or (jj) that is not secured.
Permitted Senior Unsecured Debt means senior unsecured Debt of Borrower resulting from the issuance by Borrower of its 7% Senior Notes due 2015 in an original aggregate principal amount of $150,000,000 under that certain Indenture dated as of March 15, 2005 among Borrower, the Subsidiary guarantors party thereto and U.S. Bank National Association, as Trustee.
Permitted Senior Unsecured Debt senior unsecured Indebtedness of the Borrower that (a) requires no scheduled cash payments of principal and no mandatory repurchase or redemption obligations prior to the date that is six months after the Revolving Termination Date, other than in connection with a change of control of Borrower or similar event or an asset disposition and (b) does not impose financial “maintenance” (as distinct from “incurrence”) covenants on the Borrower or any of the Subsidiaries that are more restrictive than the maintenance covenants herein.
Permitted Senior Unsecured Debt means senior unsecured Debt of Borrower resulting from the issuance by Borrower of its senior unsecured notes in an aggregate outstanding principal balance at any time of not greater than $225,000,000, and which (a) has a coupon rate of not greater than nine percent (9%), (b) has a due date not earlier than January 31, 2012, (c) is not subject to negative covenants or events of default (or other provisions which have the same effect as negative covenants or events of default) which have not been approved by Administrative Agent and Banks, and (d) except in connection with a "change of control" put option as provided in the Permitted Senior Unsecured Debt Documents, does not provide for or otherwise require any mandatory redemption, repayment, defeasance, repurchase or other amortization prior to scheduled maturity.
Permitted Senior Unsecured Debt means unsecured, senior Indebtedness of the US Borrower; provided, that no such Indebtedness shall be (a) guaranteed by any Person other than a Guarantor, (b) subject to scheduled amortization or have a final maturity, in either case, prior to the date occurring 91 days following the Term Loan Maturity Date (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirement of clause (c) hereof) and (c) such Indebtedness has covenants, events of default and remedies no less favorable to the US Borrower than the terms of the senior debt securities of comparable issuers issued in the capital markets at such time (it being understood that notwithstanding the foregoing, those contained in the New Senior Notes Documentation are acceptable).
Permitted Senior Unsecured Debt means one or more issuances of Debt other than the New Senior Notes and the 2001 Senior Notes in an aggregate principal amount not to exceed the sum of (x) $110,000,000 and (y) the aggregate principal amount of New Senior Notes and/or 2001 Senior Notes being refinanced thereby for which the Borrower is directly and primarily liable, but which may be guaranteed by any one or more Guarantors (provided that any obligations of any Guarantor in respect thereof are not secured by any Lien), and which (x) has a maturity date no earlier than six months after the latest possible maturity date for any Advance outstanding at such time; (y) is not secured by any Lien; and (z) has terms (including mandatory redemption, covenants and events of default) in addition to those in clauses (x) and (y) above that are reasonably satisfactory to the Agents in their sole discretion; provided that at least two (2) Domestic Business Days prior to the incurrence of such Debt, the Borrower shall have delivered to each of the Lenders (i) a Compliance Certificate, as of the most recent date for compliance prior to the date of such certificate, after giving effect on a Pro Forma Basis to the incurrence of such Debt and (ii) a report of the chief financial officer of the Borrower, in a form and providing sufficient detail and justification for the information provided therein, including assumptions, as shall be found to be reasonable by each of the Agents in its sole good faith discretion, after completion of reasonable due diligence, establishing that after giving effect to the incurrence of such Debt, the Borrower shall be in compliance at the end of each fiscal year until the Termination Date (determined without regard to any potential but not yet fixed acceleration thereof or account of any failure to Refinance) with the covenants contained in Sections 5.01(l), 5.01(o), 5.02(a), 5.02(b), 5.02(d), 5.02(f), 5.02(g) and 5.02(h).
Permitted Senior Unsecured Debt means unsecured Debt of the Account Party that (i) is not guaranteed by any Subsidiary or Affiliate of the Account Party and (ii) that is in an aggregate principal amount not exceeding the lesser of (x) $300,000,000 and (y) $600,000,000 less the aggregate amount of the Commitments (as defined in the Existing Credit Facility).