New Subordinated Debt Sample Clauses

New Subordinated Debt. (a) The Company will not issue any Debt securities in the capital markets on or after the Effective Date which rank pari passu with the Loans and the Swingline Loans made to the Company and the Reimbursement Obligations of the Company (determined without regard to the existence of the Lien on the Collateral created under the Collateral Documents) until the Company will have issued New Subordinated Debt for gross proceeds of not less than $350,000,000 in the aggregate.
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New Subordinated Debt. Within two (2) Business Days after the consummation of any transaction pursuant to which the Borrower or any subsidiary obtains unsecured Debt subordinated to the prior payment and performance of the Borrower's Obligations to the Revolving Credit Lenders, the Term Lenders, and the Note Lenders and on terms satisfactory to the Agent (as the case may be, an "Approved Subordinated Debt Transaction"), the Borrower shall apply an amount equal to one hundred percent (100%) of the Net Proceeds of such Approved Subordinated Debt Transaction to permanently reduce the Term Loan Obligations, the Revolving Credit Obligations, and the Note Obligations by forwarding such Net Proceeds (the "Subordinated Debt Net Proceeds") to the Agent and the Note Lenders in the respective percentages as set forth in Section 7(e) of the Intercreditor Agreement.
Sample 1
New Subordinated Debt. Section 7.2 of the Credit Agreement is amended to add the following new subsection (b-1) immediately following subsection (b): "(b-1) indebtedness to be used for general corporate purposes and working capital only not exceeding a principal amount of $5,000,000 and subordinated to the Obligations pursuant to a subordination agreement satisfactory to the Agent in its sole discretion, with the Borrower's obligation to pay such indebtedness being evidenced by instruments (which may be assigned) notifying any holder thereof of such subordination."
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New Subordinated Debt. Borrower shall have received a $3,000,000 loan from Paul I. Stevens which shall be on terms and conditions, inxxxxxxx xxxxxxination to the Indebtedness, satisfactory to Lender.
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New Subordinated Debt. 3.1 The Company has informed the Lenders pursuant to that certain term sheet dated as of July 31, 1997 (the "term sheet") that the Company is contemplating the issuance of Subordinated Debt following the effective date of this Amendment in an aggregate principal amount not to exceed $3,000,000 (the "Investor Subordinated Debt"). The Company has requested that the Lenders waive compliance with certain Sections of the Credit Agreement in order to permit the Company to issue the Investor Subordinated Debt. Section 6.12 of the Credit Agreement requires the Company to represent that none of the contracts or agreements between the Company and any of its Affiliates contain terms and conditions which are less favorable to the Company than would be usual and customary in similar contracts or agreements between non- affiliated Persons. The Company has requested that the Lenders waive compliance with Section 6.12 of the Credit Agreement to the extent that the Investor Subordinated Debt represents a contract or agreement which is prohibited thereby. In addition, Section 8.23 of the Credit Agreement prohibits the Company from entering into any contract, agreement or business arrangement with any Affiliate on terms or conditions which are less favorable to the Company than would be usual and customary in similar contracts, agreements or business arrangements between non-affiliated Persons. The Company has requested that the Lenders waive compliance with Section 8.23 to the extent that the issuance of the Investor Subordinated Debt would constitute a contract, agreement or business arrangement with an Affiliate which is prohibited thereby. Accordingly, provided the Investor Subordinated Debt is issued substantially upon the terms set forth in the term sheet, the Lenders hereby waive compliance with Sections 6.12 and 8.23 of the Credit Agreement to the extent and only to the extent that the issuance of Investor Subordinated Debt would otherwise be prohibited thereby. Except as indicated herein, the Company must comply with all of the terms and conditions of the Credit Agreement as currently in effect as amended by this amendment.
Sample 1
New Subordinated Debt. Agent shall have received satisfactory evidence that Xxxxxx, Inc. has concurrently with the closing of this Agreement provided notice to the trustee under the New Subordinated Debt Indenture in accordance with the terms of the New Subordinated Debt Indenture for the voluntary redemption of all outstanding New Subordinated Notes with a redemption closing date on or before the New Subordinated Debt Repayment Date.
Sample 1
New Subordinated Debt. Borrower has requested to obtain up to an additional $9,250,000 in subordinated debt from various third parties (the “New Sub Debt”) and Bank is agreeable thereto subject to the following terms and conditions: (a) Such new indebtedness be made specifically subject to the terms and provisions of a subordination agreement or subordination provisions in form and substance acceptable to Bank in its sole discretion, the form of Supplement Indenture presented to Bank being sufficient for such purposes, and (b) no cash payments with respect to such new indebtedness shall be permitted as long as any Obligations remain outstanding (collectively the receipt by Borrower of such new subordinated debt pursuant to the foregoing terms and conditions is referred to herein collectively as the “New Sub Debt Transaction”).
Sample 1
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New Subordinated Debt. Evidence satisfactory to the Administrative Agent that the Company has received Subordinated Debt in an amount equal to or greater than $115,000,000 pursuant to its issuance of the Subordinated Notes, the Company and all other parties thereto shall have executed all Subordinated Debt Documents relating thereto and other documents and agreements satisfactory to the Administrative Agent, and all Subordinated Debt Documents, including, without limitation, those relating to the Subordinated Notes and the Remaining Harvard Obligations, shall have been delivered to the Administrative Agent and the Lenders and approved by the Required Lenders;
Sample 1
New Subordinated Debt. As a condition precedent to the disbursement of any Loans, Parent shall receive cash proceeds of the issuance of subordinated notes of Parent (the "Subordinated Debt") and common stock of Parent in an aggregate amount of not less than $6,000,000, from Persons acceptable to the Lender in its Good Faith Business Judgment. The Subordinated Debt shall be on terms and in form and substance acceptable to Lender in its Good Faith Business Judgment.
Sample 1

Related to New Subordinated Debt

  • Securities Subordinate to Senior Debt The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article XII, the payment of the principal of and any premium and interest (including any Additional Interest) on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Debt.

  • Securities Subordinated to Senior Debt (1) The Partnership, for itself, its successors and assigns, covenants and agrees, and each Holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any), and interest on each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Debt of the Partnership.

  • Securities Subordinate to Senior Indebtedness The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the payment of the principal of (and premium, if any) and interest (including any Additional Interest) on each and all of the Securities of each and every series are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.

  • Securities Subordinated to Senior Indebtedness The Company and each Holder of a Security, by his acceptance thereof, agree that (a) the payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to each and all the Securities and (b) any other payment in respect of the Securities, including on account of the acquisition or redemption of Securities by the Company, is subordinated, to the extent and in the manner provided in this Article Thirteen, to the prior payment in full of all Senior Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter created, incurred, assumed or guaranteed, and that these subordination provisions are for the benefit of the holders of Senior Indebtedness. This Article Thirteen shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

  • No Senior Subordinated Debt The Company will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of the Company and senior in any respect in right of payment to the Notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in any respect in right of payment to such Guarantor's Note Guarantee.

  • Modification of Indenture with Consent of Holders of Debt Securities The first paragraph of Section 9.02 of the Original Indenture is hereby amended and restated in its entirety, but only in relation to the Notes, as follows: “Without notice to any Holder but with the consent (evidenced as provided in Section 8.01) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of each series affected by such supplemental Indenture (including consents obtained in connection with a tender offer or exchange offer for any such series of Debt Securities), the Partnership and the Subsidiary Guarantors, when authorized by resolutions of the Board of Directors, and the Trustee may from time to time and at any time enter into an Indenture or Indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental Indenture or of modifying in any manner the rights of the Holders of the Debt Securities of such series; provided, with respect to amending the Indenture as to matters that require the consent of the Holders of not less than a majority in aggregate principal amount of all Debt Securities of each series that would be affected by such amendment, the Notes and any Additional Notes shall vote together as a single class with any future series of the Partnership’s senior Debt Securities (unless otherwise provided in the prospectus relating to such future series of senior Debt Securities) and any other series of the Partnership’s senior Debt Securities then Outstanding which are entitled by their terms to vote on the amendment in question; provided further, that no such supplemental Indenture, without the consent of the Holders of each Debt Security so affected, shall: reduce the percentage in principal amount of Debt Securities of any series whose Holders must consent to an amendment; reduce the rate of or extend the time for payment of interest on any Debt Security; reduce the principal of or extend the Stated Maturity of any Debt Security; reduce any premium payable upon the redemption of any Debt Security or change the time at which any Debt Security may or shall be redeemed in accordance with Article III; make any Debt Security payable in currency other than the Dollar; impair the right of any Holder to receive payment of premium, if any, principal of and interest on such Holder’s Debt Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Debt Securities; release any security that may have been granted in respect of the Debt Securities, other than in accordance with this Indenture; make any change in Section 6.06 or this Section 9.02; or, except as provided in Section 11.02(b) or Section 14.04, release the Subsidiary Guarantors other than as provided in this Indenture or modify the Guarantee in any manner adverse to the Holders.”

  • Reference in Securities to Supplemental Indentures Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

  • Execution of Supplemental Indenture for Future Guarantors Each Subsidiary which is required to become a Guarantor pursuant to any Section of the Indenture shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit C hereto pursuant to which such Subsidiary shall become a Guarantor under this Article Thirteen and shall guarantee the Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms. Each Person then a Guarantor authorizes the Issuer to enter into such a supplemental indenture on its behalf.

  • Liens Subordinate Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (i) exercise or enforce any creditor’s right it may have against Borrower, or (ii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgage, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

  • Reliance by Holders of Senior Indebtedness on Subordination Provisions Each Holder by accepting a Subordinated Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. This instrument may be executed in any number of counterparts, and by each party hereto on separate counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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