Permitted Convertible Notes Refinancing definition
Permitted Convertible Notes Refinancing means a refinancing of the Indebtedness in respect of the 1.875% Convertible Notes or the 3.875% Convertible Notes (including Indebtedness incurred by Borrower for purposes of such refinancing, whether by the same or a different group of lenders or purchasers) so long as:
Permitted Convertible Notes Refinancing as to the Convertible Notes, the incurrence of other unsecured Indebtedness to refinance, extend, renew, defease, restructure, replace or refund (collectively, “refinance”) such Convertible Notes; provided that, (a) the refinancing Indebtedness does not mature, or contain any provision permitting the holders thereof to require the redemption, repurchase or prepayment thereof, prior to (i) in the case of maturity, the later of (x) the maturity date of the Convertible Notes and (y) the date that is ninety-one (91) days after the Term Loan Maturity Date and (ii) in the case of any provision permitting the holders thereof to require the redemption, repurchase or prepayment of the refinancing Indebtedness, the first date the holders thereof could require the redemption, repurchase or prepayment of the Convertible Notes, (b) the Total Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b), after giving pro forma effect to the consummation of such Permitted Convertible Notes Refinancing and the incurrence of any Indebtedness in connection therewith) is no greater than the Total Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter) and a Responsible Officer of the BorrowerParent shall have certified to the Administrative Agent to such compliance in writing and (c) the respective obligor or obligors shall be the same on the refinancing Indebtedness as on the Indebtedness being refinanced, except that the Parent or the Borrower may be the issuer of such refinancing indebtedness, and such refinancing indebtedness may be guaranteed by the Parent, the Borrower and any Restricted Subsidiaries of the Parent that are Subsidiary Guarantors, as applicable.
Permitted Convertible Notes Refinancing appearing in Schedule 1.1 to the Credit Agreement is hereby amended by (i) adding the words “or the Indebtedness in respect of any Indebtedness previously incurred in respect of a Permitted Convertible Notes Refinancing” immediately after the words “3.875% Convertible Notes” in the introductory paragraph, (ii) adding the words “other than with respect to a prepayment that is required to be made (subject to the applicable subordination provisions in favor of the Obligations that are set forth in such Permitted Convertible Notes Refinancing Indenture) as a result of a Change of Control,” at the beginning of clause (c) of such definition, (iii) removing the word “or” after clause (c)(i) of such definition, and (iv) adding the following new clauses (c)(iii) and (c)(iv) to such definition: