Qualifying Subordinated Indebtedness of any Person means Indebtedness of such Person (i) which by its terms provides that the payment of principal of (and premium, if any) and interest on and all other payment obligations in respect of such Indebtedness shall be subordinate to the prior payment in full of the Notes to at least the extent that no payment of principal of (or premium, if any) or interest on or otherwise due in respect of such Indebtedness may be made for so long as there exists any default in the payment of principal (or Premium, if any) or interest on the Notes or any other default that with the passing of time or the giving of notice, or both, would constitute an Event of Default with respect to the Notes and (ii) which expressly by its terms gives such Person the right to make payments of principal (and premium, if any) and interest and all other payment obligations in respect of such Indebtedness in equity of the Issuer, a Guarantor or any of their respective Subsidiaries;
Qualifying Subordinated Indebtedness means unsecured Indebtedness of the Borrower owing to a Subsidiary or other Affiliate of the Borrower (in each case, other than an Unrestricted Subsidiary) provided that (i) such Indebtedness has a maturity date of at least six months subsequent to the Maturity Date, (ii) interest accruing on such Indebtedness is, at the option of the Borrower payable not in cash but in additional Indebtedness of like tenor and term, (iii) no amortization of principal of such Indebtedness is scheduled prior to the date that is at least six months subsequent to the Scheduled Maturity Date, (iv) no Subsidiary of the Borrower has any Guarantee Obligation or other repayment obligation with respect thereto, and (v) such Indebtedness is expressly subordinated to the Obligations under the Loan Documents pursuant to a subordination agreement in the form of Exhibit F hereto.
Qualifying Subordinated Indebtedness of any Person means Indebtedness of such Person (i) which by its terms provides that the payment of principal of (and Premium, if any) and interest on and all other payment obligations in respect of such Indebtedness shall be subordinate to the prior payment in full of the Notes to at least the extent that no payment of principal of (or Premium, if any) or interest on or otherwise due in respect of such Indebtedness may be made for so long as there exists any default in the payment of principal (or Premium, if any) or interest on the Notes or any other default that with the passing of time or the giving of notice, or both, would constitute an Event of Default with respect to the Notes and (ii) which expressly by its terms gives such Person the right to make payments of principal (and Premium, if any) and interest and all other payment obligations in respect of such Indebtedness in equity of the Issuers, a Guarantor or any of their respective Subsidiaries;
Examples of Qualifying Subordinated Indebtedness in a sentence
Use the proceeds of the Credit Extensions for working capital and for other general corporate purposes, including, to the extent that on a pro forma basis the Parent Borrower shall be in compliance with Section 7.13, payment of amounts owing under Qualifying Subordinated Indebtedness, in each case to the extent not in violation of any Law or breach of the terms of this Credit Agreement.
Use the proceeds of the Credit Extensions for working capital and other general corporate purposes, including, to the extent that on a pro forma basis the Borrower shall be in compliance with Section 7.13, payment of amounts owing under Qualifying Subordinated Indebtedness, in each case to the extent not in violation of any Law or breach of the terms of this Agreement.
Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Articles of Association, any certificate of designation, preferences or rights of any other outstanding series of preferred shares of the Company or any of its Subsidiaries or Memorandum of Association or their organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Association or certificate of incorporation or bylaws, respectively.
Consolidated Interest Charges prior to pro forma adjustments: $ Interest expense on Consolidated Funded Debt: $ Interest expense on Qualifying Subordinated Indebtedness paid in cash: $ 2.
Borrower shall have issued and sold a total of $15,000,000 in new Series D Notes (for a total outstanding face amount of Series D Notes as of the Effective Date equal to $45,000,000), and all of the Series D Notes and the Series C Notes will meet the requirements of Qualifying Subordinated Indebtedness.
More Definitions of Qualifying Subordinated Indebtedness
Qualifying Subordinated Indebtedness means Indebtedness of the Company that (i) is subordinated in right of payment to the Notes, (ii) does not require any principal payments prior to the Stated Maturity of the principal of the Notes (as such may be extended pursuant to Section 3.01(b)) and (iii) has aggregate annual cash interest payments not in excess of the lesser of (a) the sum of (1) 2% of the principal amount of such Qualifying Subordinated Indebtedness plus (2) the annual cash interest requirements on all Notes retired by the Company prior to the issuance date of such Qualifying Subordinated Indebtedness through the application of VAT Proceeds (less any cash interest requirements in excess of 2% per annum on Qualifying Subordinated Indebtedness previously issued) and (b) 8% per annum of the principal amount of such Qualifying Subordinated Indebtedness.
Qualifying Subordinated Indebtedness means (a) unsecured Indebtedness of a Borrower or any other Loan Party owing to any Affiliate of a Borrower (other than a Loan Party or an Unrestricted Subsidiary); provided that (i) such Indebtedness has a maturity date of at least six months subsequent to the last occurring Scheduled Maturity Date, (ii) interest accruing on such Indebtedness is, at the option of the borrower thereunder, payable not in cash but in additional Indebtedness of like tenor and term, (iii) no amortization of principal of such Indebtedness is scheduled prior to the date that is at least six months subsequent to the last occurring Scheduled Maturity Date, and (iv) no other Subsidiary of the Borrowers has any Guarantee Obligation or other repayment obligation with respect thereto, or (b) Indebtedness of a Borrower or any other Loan Party owing to an Affiliate of a Borrower (other than a Loan Party or an Unrestricted Subsidiary) under (x) the Financial Support Agreement and (y) the Working Capital Agreement; provided that (i) such Indebtedness under the Working Capital Agreement has a maturity date of at least six months subsequent to the last occurring Scheduled Maturity Date, (ii) interest accruing on such Indebtedness may, if cash payments in respect of such interest are not permitted under the subordination agreement referred to in the final proviso of this definition and upon at least five (5) Business Days’ advance written notice from the obligor, be paid by such obligor not in cash but in additional Indebtedness of like tenor and term, (iii) no amortization of principal of such Indebtedness is scheduled prior to the date that is at least six months subsequent to the last occurring Scheduled Maturity Date, and (iv) no other Subsidiary of the Borrowers has any Guarantee Obligation or other repayment obligation with respect thereto; provided further that, in the case of each of clauses (a) and (b), such Indebtedness is expressly subordinated to the Obligations pursuant to a subordination agreement substantially in the form of Exhibit E hereto.
Qualifying Subordinated Indebtedness mean Indebtedness which (i) is unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the intercompany notes evidencing such Indebtedness, (ii) has a maturity date no less than six months after the Term Loan Maturity Date and (iii) carries a rate of interest as may be agreed between the parties thereto and such interest rate shall be "payable-in-kind" and capitalized to the principal thereof for so long as any Loans are outstanding.
Qualifying Subordinated Indebtedness means, as of any date, the aggregate principal amount outstanding on such date of (a) the 2010 Subordinated Notes and the 2015 Subordinated Notes and (b) any other Indebtedness (including related Guarantees) for borrowed money of the Borrower that is expressly subordinated to the Loan Documents Obligations on terms not less favorable to the Lenders than those applicable to the 2015 Subordinated Notes; provided that in the case of such Indebtedness referred to in the preceding clause (b), (i) the maturity of such Indebtedness shall not be earlier than the date 91 days after the Maturity Date; (ii) such Indebtedness 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, prior to the date 91 days after the Maturity Date; (iii) such Indebtedness shall not constitute an obligation of any Subsidiary that shall not be a Subsidiary Loan Party; (iv) such Indebtedness shall not be secured by any Lien on any asset of the Borrower or any Subsidiary; and (v) such Indebtedness shall not contain any covenants that, taken as a whole, are materially more restrictive than those set forth in this Agreement.
Qualifying Subordinated Indebtedness of a Person means indebtedness of such Person (i) which by its terms provides that the payment of principal of (and premium, if any) and interest on and all other payment obligations in respect of such indebtedness shall be subordinate to the prior payment in full of the Performance Security of such Person and (ii) which expressly by its terms gives such Person the right to make payments of principal (and premium, if any) and interest and all other payment obligations in respect of such indebtedness in equity of such Person or any of its Subsidiaries;
Qualifying Subordinated Indebtedness means subordinated debt issued by Holdings or the Borrower which (i) is not secured, (ii) does not mature or require scheduled payments of principal prior to December 13, 2008, (iii) has terms and conditions (other than those relating to interest rates, maturity and call and make-whole provisions) which, taken as a whole, are not materially less favorable to the Borrower than those of the Borrower's 8 3/4% Subordinated Notes, (iv) is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms of the Borrower's 8 3/4% Subordinated Notes, (v) if guaranteed by any Subsidiary, is not guaranteed by any Subsidiary other than a Subsidiary which has guaranteed the Obligations and is guaranteed only on a subordinated basis on terms no less favorable to the lenders than the subordinated terms applicable to the Subsidiary Guarantees of the Borrower's 8 3/4% Subordinated Notes and (vi) is not convertible into any Indebtedness or Capital Stock other than Qualifying Subordinated Indebtedness or Common Stock of Holdings.
Qualifying Subordinated Indebtedness means, at any time, Indebtedness of the Borrower to any other Person which is subordinated to the repayment of the Loans and other Obligations of the Borrower on terms, and pursuant to documentation, in form and substance satisfactory to the Agent and the Banks in their absolute discretion.