Second Lien Purchase Agreement definition

Second Lien Purchase Agreement shall have the meaning assigned to such term in the preliminary statement of this Agreement.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Second Lien Purchase Agreement means the Second Lien Subordinated Note Purchase Agreement dated as of the date hereof, by and among the Company, Parent Issuer, the purchasers set forth therein, any guarantor from time to time party thereto, and BONY, as collateral agent, in substantially the form attached hereto as Exhibit K. After any refinancing, extension or replacement of any Indebtedness under the Second Lien Notes pursuant to the terms of the Intercreditor Agreement, the term “Second Lien Purchase Agreement” shall mean any replacement purchase agreement entered into by Parent Issuer in connection with such refinancing, extension or replacement.

Second Lien Purchase Agreement means any replacement purchase agreement entered into by Parent Issuer in connection with such refinancing, extension or replacement.

Examples of Second Lien Purchase Agreement in a sentence

Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the First Lien Purchase Agreement, the Second Lien Purchase Agreement and the Third Lien Purchase Agreement, as applicable.
Upon the Discharge of First Lien Obligations, the First Lien Collateral Agent shall deliver to the Second Lien Collateral Agent any remaining Collateral and any proceeds thereof then held by it in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Second Lien Collateral Agent to the Second Lien Obligations in such order as is specified in the Second Lien Purchase Agreement.
The “Required Holders” (as defined in the Second Lien Purchase Agreement) shall have executed and delivered the Second Lien Purchase Agreement in the form annexed hereto as Exhibit L, together with the exhibits and schedules thereto.
NextWave acknowledges that all costs, fees and expenses as described in Section 1.4 of the First Lien Purchase Agreement and Section 1.5 of the Second Lien Purchase Agreement incurred by the Holders with respect to this Amendment and Waiver and the documents and transactions contemplated hereby shall be for the account of NextWave.
Accordingly, it shall have been and shall be an Event of Default under the Second Lien Purchase Agreement if any representation or warranty made by Company, Parent or any Guarantor under or in connection with this Agreement or the Second Lien Purchase Agreement or any other Note Documents shall have been false, incorrect, breached or misleading in any material respect when made or furnished.
Each of Company and Parent acknowledges that all costs, fees and expenses as described in Section 1.5 of the Second Lien Purchase Agreement incurred by each Purchaser and its counsel with respect to this Agreement and the documents and transactions contemplated hereby shall be for the account of Company and Parent.
The execution, delivery and performance of this Agreement shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Purchaser or any other Holder under, the Second Lien Purchase Agreement or any of the other Note Documents.
This Agreement, the Second Lien Purchase Agreement and the other Note Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.
Without the consent of the Second-Lien Agent, no party hereto or any affiliate thereof shall take any action having the result that the term loans under the Second Lien Purchase Agreement in the original principal amount of $75 million shall not remain and be treated as pari passu for all purposes, including, without limitation, with respect to right and priority of payment and recourse to collateral.
The Purchasers, constituting the Required Holders under the Second Lien Purchase Agreement, hereby instruct the Collateral Agent to acknowledge that (i) it has read this Agreement, (ii) this Agreement constitutes a “Note Document” under the Second Lien Purchase Agreement and (iii) the Collateral Agent will continue to act on behalf of all Holders (including the Purchasers under this Agreement) under the Collateral Agency Agreement and the other Note Documents in accordance with the terms thereof.

More Definitions of Second Lien Purchase Agreement

Second Lien Purchase Agreement means the Note and Warrant Purchase Agreement of even date herewith among the Second Lien Lenders, the Guarantor and the other issuers that are parties thereto, and any agreement, document or instrument evidencing any replacement, substitution, refunding, renewal or refinancing of or for all or any part of the Second Lien Debt, in each case as the same may be amended, modified, supplemented, extended, renewed or restated and otherwise in effect from time to time.

Second Lien Purchase Agreement means (a) the Initial Second Lien Purchase Agreement and (b) each loan, credit or securities purchase agreement evidencing any replacement, substitution, renewal, or Refinancing of the Obligations under the Second Lien Purchase Agreement, in each case as amended, restated, supplemented, replaced, substituted or Refinanced in accordance with the terms of this Agreement.

Second Lien Purchase Agreement has the meaning set forth in the Recitals hereto.