Replacement Subordinated Debt definition

Replacement Subordinated Debt means the Replacement Senior Subordinated Notes, any Guarantees thereof and the Indebtedness represented thereby.
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Replacement Subordinated Debt means replacement Subordinated Debt subject to a Subordination Agreement and from a lender, and pursuant to terms, conditions and documentation, in form and substance satisfactory to the Lender in its sole discretion.
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Replacement Subordinated Debt has the meaning specified in Section 5.02(c)(iv).
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Examples of Replacement Subordinated Debt in a sentence

  • Replacement Subordinated Debt - Subordinated Debt incurred by Borrowers and/or Parent for the purpose of refinancing the BET Subordinated Debt; provided that the terms and conditions of such Subordinated Debt (including, without limitation, principal amount, interest rates, covenants, principal amortizations and maturity date and subordination provisions) are reasonably acceptable to Majority Lenders.

  • Except in connection with the issuance of Replacement Subordinated Debt, the Borrower will not, and will not permit any of its Subsidiaries to, amend, supplement or otherwise modify the terms of any of the Subordinated Debt or, after issued, the Replacement Subordinated Debt.

  • The ratio of Total Liabilities of the Borrower less obligations in respect of the Subordinated Debt or any Replacement Subordinated Debt, as the case may be, to the Borrower's total EBITDA for the immediately preceding four consecutive quarters, treated as a single accounting period.

  • If the Borrower creates any Designated Senior Debt, as such term is defined in the Indenture, the instruments evidencing or governing such Designated Senior Debt will provide that the holders or the representative of any such Designated Senior Debt shall have no ability to exercise rights under the Indenture to block payment to the holders of Replacement Subordinated Debt without first obtaining the written consent of the Agent.

  • The Borrower will not permit the ratio of (a) an amount equal to (i) Total Liabilities minus (ii) the Subordinated Debt or the Replacement Subordinated Debt, as the case may be, as at the end of any fiscal quarter to (b) EBITDA for such fiscal quarter and the immediately preceding three fiscal quarters (treated as a single accounting period) to exceed 1.0:1.0.

  • The Borrower will not make any principal payments on any Subordinated Debt or Replacement Subordinated Debt and will not make any interest payments on any Subordinated Debt or Replacement Subordinated Debt other than regularly scheduled interest payments permitted to be paid under the Subordinated Debt Documents or the documents executed in connection with any Replacement Subordinated Debt, as the case may be.

  • The Tranche C Term Loans may not be optionally prepaid (except with the proceeds of Replacement Subordinated Debt) so long as any other amounts are owing by any Loan Party under this Agreement or the other Loan Documents; provided, that the -------- Tranche C Term Loans may be prepaid with Net Cash Proceeds of the IPO as permitted by Section 7.5(a).

  • The Tranche C Term Loans may not be optionally prepaid (except with the proceeds of Replacement Subordinated Debt) so long as any other amounts are owing by any Loan Party under this Agreement or the other Loan Documents.

  • Intercreditor Agreement shall mean the Intercreditor and Subordination Agreement dated as of August 25, 2010, among the Replacement Subordinated Debt Agent, the lenders party to the Replacement Subordinated Loan and Security Agreement, the Borrowers and the Agent, as the same may be amended, modified, restated, replaced or supplemented from time to time.

  • The Borrower will not, and will not permit any of its Subsidiaries to, prepay, redeem or repurchase any of the Subordinated Debt (except in connection with the issuance of Replacement Subordinated Debt) or the Replacement Subordinated Debt.


More Definitions of Replacement Subordinated Debt

Replacement Subordinated Debt unsecured Indebtedness of Holdings that ----------------------------- (a) is not guaranteed by any Subsidiary of Holdings, (b) has a final maturity no earlier than the final maturity of the Tranche C Term Loans, (c) amortizes at a rate no faster than the Tranche C Term Loans, (d) has an annual interest expense no greater than the interest expense in respect of the Tranche C Term Loans during the twelve month period immediately preceding the date of issuance of such subordinated debt and (e) has subordination terms, covenants, events of default, defaults and other terms and conditions reasonably acceptable to the General Administrative Agent.
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Replacement Subordinated Debt means the Debt of the Borrowers pursuant to the Replacement Subordinated Debt Documents.
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Replacement Subordinated Debt any subordinated indebtedness of the Borrower or any of its Subsidiaries incurred after the Closing Date, the proceeds of which are used to refinance existing Subordinated Debt, which shall either (a) have a final maturity date no earlier, an average life to maturity no shorter, and a priority no higher than the existing Subordinated Debt being refinanced and be in form and substance satisfactory to the Administrative Agent and the Required Lenders, or (b) be in form and substance satisfactory to all the Lenders.
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Related to Replacement Subordinated Debt

  • Permitted Subordinated Debt means unsecured Indebtedness incurred by the Borrowers and any Subsidiary Guarantors (a) that is subordinated to the obligations of the Borrowers to pay principal of and interest on the Loans, Reimbursement Obligations, fees and other amounts payable hereunder and under the other Loan Documents, (b) that does not mature or have scheduled amortization or payments of principal prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (c) the terms of which do not require the Borrowers or any of their Subsidiaries to repurchase, repay or redeem such Indebtedness (or make an offer to do any of the foregoing) upon the happening of any event (other than as a result of an event of default thereunder or pursuant to customary “change of control” provisions or asset sale offers) prior to the 91st day following the Latest Maturity Date at the time such Indebtedness is incurred and (d) the documentation for which provides for covenants, events of default and terms that the Borrowers determine are market for similar financings at the time such Indebtedness is issued; provided that in no event shall such documentation contain any financial maintenance covenant (which term does not apply to incurrence-based financial tests that may be included in such documentation); provided, further, that at the time of incurrence, on a pro forma basis after giving effect to the incurrence of such Indebtedness, Borrowers shall be in compliance with Section 8.10 as of the last day of the most recent fiscal quarter of the Borrowers for which financial statements are available.

  • Permitted Subordinated Indebtedness means Indebtedness incurred after the Closing Date by the Borrower or the Subsidiaries that is (i) subordinated to the Obligations and all other Indebtedness owing from the Borrower or the Subsidiaries to the Lender pursuant to a written subordination agreement satisfactory to the Lender in its sole discretion and (ii) in an amount and on terms approved by the Lender in its sole discretion.

  • Eligible Subordinated Debt means, at any time in respect of any issuer, each series of the issuer’s then-outstanding long-term indebtedness for money borrowed that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks subordinate to the issuer’s then outstanding series of indebtedness for money borrowed that ranks most senior, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding subordinated long-term indebtedness for money borrowed that satisfies the requirements in clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, and (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

  • Senior Subordinated Debt means the Indebtedness represented by the Senior Subordinated Notes (including the Note Guarantees, Exchange Notes (each as defined in the Senior Subordinated Debt Documents), guarantees of Exchange Notes and any replacement Exchange Notes).

  • Senior Subordinated Indebtedness means the Securities and any other Indebtedness of the Company that specifically provides that such Indebtedness is to rank pari passu with the Securities in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of the Company which is not Senior Indebtedness.

  • Junior Subordinated Indebtedness means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness and Senior Subordinated Indebtedness and equally and pari passu in right of payment to any other Junior Subordinated Indebtedness, (b) Junior Subordinated Securities, and (c) renewals, extensions, modifications and refinancings of any such indebtedness.

  • Junior Subordinated Debt means (a) subordinated junior deferrable interest debentures of the Borrower, (b) the related preferred securities, if applicable, of Subsidiaries of the Borrower and (c) the related subordinated guarantees, if applicable, of the Borrower, in each case, from time to time outstanding.

  • Existing Senior Subordinated Notes means the Issuer’s 10 1⁄8% Senior Subordinated Notes due 2016 issued pursuant to the Indenture dated as of December 1, 2006, among the Issuer, the Guarantors listed therein and The Bank of New York Mellon as Trustee.

  • Existing Subordinated Notes means any instrument or loan issued or incurred before 1 January 2013, whether publicly or privately placed, ranking or expressed to be ranking pari passu with all other subordinated obligations (except for those subordinated obligations expressed by their terms to rank junior), provided that should any such Existing Subordinated Notes be amended in any way (contractually or by statute) which would result in allowing the Issuer to issue subordinated notes ranking senior thereto, then such Subordinated Notes would be deemed to no longer constitute an Existing Subordinated Note. As a result, in the event of liquidation or bankruptcy of the Issuer or in the event of a Moratorium (as defined in Condition 3 of the Conditions of the Notes) with respect to the Issuer, the claims of the holders of the Subordinated Notes ("Subordinated Noteholders") against the Issuer will be:

  • Senior Subordinated Notes means the Borrower’s 9.75% Senior Subordinated Notes due 2014, in an original aggregate principal amount of $225,000,000.

  • Senior Subordinated Note Indenture the Indenture entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Subordinated Notes, together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 7.9.

  • Guarantor Subordinated Obligations means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Junior Subordinated Notes means the $__________ aggregate principal amount of the Depositor's Series __ ____% Junior Subordinated Notes due ____ __, ____, issued pursuant to the Subordinated Indenture.

  • Guarantor Subordinated Obligation means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Junior Subordinated Debentures means the aggregate principal amount of the Depositor's ____% Junior Subordinated Deferrable Interest Debentures, due ________ __, 2027, issued pursuant to the Indenture.

  • Senior Subordinated Indenture means the Indenture, dated as of August 30, 2007, among the Company, the subsidiary guarantors party thereto from time to time and Xxxxx Fargo Bank, National Association, as trustee, governing the 13.5% Senior Subordinated Notes due 2015 of the Company, as the same may be amended, supplemented, waived or otherwise modified from time to time.

  • Senior Subordinated Note Documents means the Senior Subordinated Notes Indenture and all other instruments, agreements and other documents evidencing the Senior Subordinated Notes or providing for any guarantee or other right in respect thereof.

  • Subordinated Indebtedness means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated to payment of the obligations under the Loan Documents.

  • Specified Subordinated Amount As applicable, the Group I Specified Subordinated Amount or the Group II Specified Subordinated Amount.

  • Additional Senior Debt Obligations means, with respect to any series, issue or class of Additional Senior Debt, (a) all principal of, and interest (including, without limitation, any interest which accrues after the commencement of any Bankruptcy Case, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to, such Additional Senior Debt, (b) all other amounts payable to the related Additional Senior Debt Parties under the related Additional Senior Debt Documents and (c) any renewals or extensions of the foregoing.

  • Subordinated Indebtedness Documents means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

  • Additional Senior Debt means any Indebtedness of the Parent Borrower (other than Indebtedness constituting Credit Agreement Obligations) Guaranteed by the Guarantors (and not Guaranteed by any other Subsidiary) which Indebtedness and Guarantees are secured by the Senior Collateral (or a portion thereof) on a pari passu basis (but without regard to control of remedies) with the Credit Agreement Obligations (and not secured by Liens on any other assets of the Parent Borrower or any Subsidiary); provided, however, that, (i) such Indebtedness is permitted to be incurred, secured and Guaranteed on such basis by each Senior Debt Document and Second Priority Debt Document and (ii) the Representative for the holders of such Indebtedness shall have become party to (A) this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof and (B) the First Lien Intercreditor Agreement pursuant to, and by satisfying the conditions set forth in, Section 5.13 thereof, provided further that, if such Indebtedness will be the initial Additional Senior Debt incurred by the Parent Borrower after the date hereof, then the Guarantors, the Senior Collateral Agent and the Representative for such Indebtedness shall have executed and delivered the First Lien Intercreditor Agreement. Additional Senior Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Guarantors issued in exchange therefor.

  • Subordinated Debt is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

  • Required Subordinated Amount means, as of a date, the sum of:

  • Convertible Subordinated Notes means the Company's 7% Convertible Subordinated Notes issued pursuant to an indenture dated as of June 12, 1996, between the Company and The Chase Manhattan Bank (formerly known as Chemical Bank), as trustee.