Specified Refinancing Debt has the meaning specified in Section 2.18(a).
Specified Refinancing Debt means Indebtedness that is either unsecured or secured by Specified Refinancing Liens, provided that: (A) an amount equal to the principal amount of such Indebtedness is applied concurrently with the incurrence thereof to prepay the Term Loans pursuant to Section 2.03(b)(iii) or any previously incurred Specified Refinancing Debt; (B) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Latest Maturity Date of all Classes of Term Loans then in effect (other than customary offers to repurchase or mandatory prepayments upon a change of control, asset sale or event of loss, customary acceleration rights after an event of default and, with respect to such Indebtedness incurred in the form of loans, customary amortization payments, subject to clause (C) below); (C) the maturity date of such Indebtedness shall not be shorter than the Latest Maturity Date of all Classes of Term Loans then in effect and, with respect to such Indebtedness incurred in the form of loans, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the Weighted Average Life to Maturity of the then outstanding Term Loans; (D) the covenants, events of default, Guarantees, collateral and other terms of such Indebtedness, when taken as a whole, are not more restrictive to Holdings, the Borrower and its Restricted Subsidiaries than those set forth in this Agreement (provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (D), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (E) immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing; (F) there shall be no borrowers or guarantors in respect of such Indebtedness that are not the Borrower or a Guarantor, and the borrower with respect to such In...
Specified Refinancing Debt has the meaning set forth in Section 5.5(a).
Examples of Specified Refinancing Debt in a sentence
To the extent that any portion of the Revolving Credit Facility has been refinanced with one or more new revolving credit facilities constituting Specified Refinancing Debt, each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the Revolving Tranches.
For the avoidance of doubt, any allocations of Specified Refinancing Debt shall be made at the Borrowers sole discretion, and the Borrowers will not be obligated to allocate any Specified Refinancing Debt to any Lender.
Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt.
For the avoidance of doubt, to the extent that any portion of the Revolving Credit Loans have been refinanced with one or more new revolving credit facilities constituting Specified Refinancing Debt, any prepayments of revolving Loans made pursuant to this Section 2.06 (other than any prepayments of revolving Loans made pursuant to Section 2.06(b)(ii)) shall be allocated ratably among the Revolving Tranches.
To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent and each L/C Issuer in the case of Specified Refinancing Revolving Credit Commitments, the Borrowers may also invite additional Eligible Assignees or other Persons to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent.
More Definitions of Specified Refinancing Debt
Specified Refinancing Debt as defined in Section 2.1.8(a).
Specified Refinancing Debt means any Debt of the Borrower (other than proceeds of loans under the Revolving Facility, but including advances made after the Escrow Release Date pursuant to an amendment of this Agreement), the proceeds of which are received prior to the first anniversary of the Effective Date (excluding such Debt issued in connection with (a) a Change of Control transaction or (b) any other transaction in which any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 50% or more of the combined voting power of all Voting Stock of the Borrower), if the interest rate margins for such Debt are lower than the interest rate margins for the Advances; provided that, in determining the interest rate margins applicable to the Advances and such Debt (A) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable or paid, as the case may be, by any Loan Party to the lenders of the Advances or such new Debt, as the case may be, in the initial primary syndication thereof shall be included (with original issue discount being equated to interest based on assumed 4-year life to maturity), (B) customary arrangement, structuring, underwriting or commitment fees (or similar fees, however denominated) payable or paid, as the case may be, to any of the Bookrunners (or their affiliates) in connection with the Advances and to one or more arrangers (or their affiliates) of such new Debt shall be excluded and (C) any Eurodollar rate floor or base rate floor shall be equated to interest rate margin as determined by the Administrative Agent in accordance with generally accepted financial practice.
Specified Refinancing Debt means (x) notes or loans that are unsecured and rank pari passu with or subordinated in right of payment to the Loan Document Obligations, (y) notes that are secured by Liens that rank pari passu with or subordinated to the Liens securing the Loan Document Obligations and (z) loans that are secured by Liens that are subordinated to the Liens securing the Loan Document Obligations; provided that (i) Specified Refinancing Debt shall be subject to the requirements set forth in clauses (i), (iii), (iv), (v), (vi) and (vii) of Section 2.22(a), mutatis mutandis, except that Specified Refinancing Debt shall be permitted to be used to refinance all or any portion of any existing Specified Refinancing Debt and in such case references to the Loans in such clauses shall refer to the Specified Refinancing Debt being refinanced; and (ii) any Specified Refinancing Debt that is secured shall be subject to a First Lien Intercreditor Agreement and/or a Junior Lien Intercreditor Agreement, as the case may be.
Specified Refinancing Debt has the meaning specified in Section 2.14(a).
Specified Refinancing Debt. (including Specified Refinancing Term Loans) and “Refinancing Notes” (or any comparable term), each as defined in the Second Lien Credit Agreement (as in effect on the Closing Date, as the same may be subsequently amended or restated in accordance with the provisions of this Agreement and the terms of the First Lien/Second Lien Intercreditor Agreement).
Specified Refinancing Debt means Indebtedness that is either unsecured or secured by Specified Refinancing Liens, provided that: (A) an amount equal to the principal amount of such Indebtedness is applied concurrently with the incurrence thereof to prepay the Term Loans pursuant to
Specified Refinancing Debt has the meaning set forth in Section 2.22(a). “Specified Refinancing Revolving Commitments” means Specified Refinancing Debt constituting revolving commitments. “Specified Refinancing Revolving Loans” means Specified Refinancing Debt constituting revolving loans. “Specified Refinancing Term Loans” means Specified Refinancing Debt constituting term loans. “Specified Swap Obligation” has the meaning specified in the definition of “Excluded Swap Obligation”. “Specified Transaction” means any Investment that results in a Person becoming a Restricted Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition, any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrowers, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the Borrowers or a Restricted Subsidiary, in each case, whether by merger, consolidation, amalgamation or otherwise, or any incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), Restricted Payment, Subsidiary designation, Incremental Term Facility, Incremental Revolving Facility or other event that by the terms of this Agreement requires Adjusted EBITDA or a financial ratio or test to be calculated on a “Pro Forma Basis”.