Secured Notes Tender Offer definition

Secured Notes Tender Offer means a cash tender offer by Holdings for its outstanding Existing Senior Secured Notes; provided, that (x) such tender shall be made at par (plus pre- and post-petition accrued interest to the settlement date on the amount purchased (the “Purchased Amount”) and any other accrued amounts with respect to the Purchased Amount, but excluding any payment of make-whole or other premiums (the amounts described in this parenthetical, the “Additional Amounts”)), (y) the principal amount of Existing Senior Secured Notes that shall be tendered for (and that Holdings shall accept for payment) shall be equal to $75,000,000 minus the Additional Amounts, and (z) such tender offer shall be made pursuant to a customary offer to purchase made to all holders of Existing Senior Secured Notes through the facilities of the Depository Trust Company and held open for at least 20 Business Days with settlement promptly following the final expiration date.
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Examples of Secured Notes Tender Offer in a sentence

  • The Secured Notes Tender Offer shall have been, or substantially concurrently with the Effective Date will be, commenced.

  • Each Ad Hoc Secured Lender will use commercially reasonable efforts to effectuate the consummation of the Secured Notes Tender Offer, including, without limitation, instructing its participant account(s) at the Depository Trust Company to tender its Prepetition Senior Secured Notes to the tender agent in accordance with the procedures set forth in the related offer documents in exchange for the payment described herein and in the documentation relating thereto.

  • The Debtor DIP Loan Parties are also unable to obtain secured credit allowable under sections 364(c)(1), 364(c)(2) and 364(c)(3) of the Bankruptcy Code without the DIP Loan Parties granting to the DIP Secured Parties, subject to the Carve Out, the DIP Liens and the DIP Superpriority Claims (as defined herein), and the Secured Notes Tender Offer, in each case, under the terms and conditions set forth in this Order and in the DIP Documents.

  • The proceeds of the Term Loans shall be used solely in accordance with the Semi-Annual Cash Flow Forecast to (a) provide working capital to the Borrower and its Subsidiaries and fund the costs of the administration of the Cases and the consummation of the Approved Reorganization, (b) to finance the Secured Notes Tender Offer and to pay fees and expenses associated therewith (excluding any payment of make-whole or other premiums) and (c) as otherwise agreed to in writing by the Required Lenders.

  • At the time of consummation thereof, the Existing Senior Secured Notes Tender Offer and the Existing Senior Secured Notes Consent Solicitation shall have been consummated in accordance with the terms of the respective Documents therefor (subject to any waivers permitted under Section 4.08) and all applicable laws.

  • On the Initial Borrowing Date and concurrently with the Credit Events then occurring, the U.S. Borrower shall have repurchased all Existing Senior Secured Notes tendered, and not theretofore withdrawn, pursuant to the Existing Senior Secured Notes Tender Offer/Consent Solicitation (the "Existing Senior Secured Notes Tender Offer Repurchases") and, after giving effect thereto, not more than $30 million aggregate principal amount of Existing Senior Secured Notes shall remain outstanding.

  • All terms and conditions of the Existing Senior Secured Notes Tender Offer shall be in substantial conformity with the Existing Senior Secured Notes Tender Offer Documents dated November 13, 1997 and the Existing Senior Secured Notes Tender Offer shall be effected in compliance with the Existing Senior Secured Notes Tender Offer Documents (except to the extent waived as described above) and all applicable laws (including, without limitation, Federal and state securities laws).

  • Secured Notes Tender Offer 112 ARTICLE XI GUARANTEE Section 11.1. Guarantee 112 Section 11.2. Obligations Not Waived 113 Section 11.3. Security 113 Section 11.4. Guarantee of Payment 113 Section 11.5. No Discharge or Diminishment of Guarantee 113 Section 11.6. Defenses Waived 114 Section 11.7. Agreement to Pay; Subordination 114 Section 11.8. General Limitation on Guarantee Obligations 115 Section 11.9. Information 115 Section 11.10.

  • None of the SEC Reports, the tender offer materials used in connection with the 2002 Discount Notes Tender Offer, the Senior Secured Notes Tender Offer, or the Offering Memorandum used in connection with the Private Placement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • The Debtors are hereby authorized and directed, no later than three (3) business days after the entry of this Order, to commence the Secured Notes Tender Offer as and to the extent set forth in the DIP Credit Agreement and the RSA and in compliance with applicable law.

Related to Secured Notes Tender Offer

  • First Lien Notes means (a) senior secured loans or notes of the U.S. Borrower (which notes or loans may either be secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations or may be secured by a Lien ranking junior to the Lien on the Collateral securing the U.S. Obligations, but shall not be secured by any assets that do not constitute Collateral securing the U.S. Obligations) incurred after the Amendment Effective Date (i) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the latest Term Facility Maturity Date in effect at the time of the issuance thereof (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (ii) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the U.S. Borrower and the Subsidiaries than those set forth in this Agreement; provided that a certificate of the Chief Financial Officer of the U.S. Borrower delivered to the Administrative Agent in good faith at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) 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 U.S. Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement and (b) loans or notes borrowed or issued in connection with any refinancing, refunding, renewal or extension of any First Lien Notes; provided that (i) in connection with any such refinancing, refunding, renewal or extension, the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (ii) such refinancing Indebtedness otherwise complies with this definition and (iii) if such Indebtedness being refinanced is not secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations, then such refinancing Indebtedness may not be secured with a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations. Notes issued by the U.S. Borrower in exchange for any First Lien Notes in accordance with the terms of a registration rights agreement entered into in connection with the issuance of such First Lien Notes shall also be considered First Lien Notes.

  • Senior Secured Notes means the $1,875 million aggregate principal amount of 7.375% Senior Secured Notes due 2023 of the Borrower including, as the same may be amended, supplemented, waived or otherwise modified from time to time, including any senior secured exchange notes issued in lieu thereof.

  • Second Lien Notes has the meaning set forth in the recitals hereto.

  • Existing Unsecured Notes the Borrower’s 11.5% Senior Notes due 2018, issued pursuant to the Existing Unsecured Indenture, outstanding on the Closing Date or subsequently issued in exchange for or in respect of any such notes.

  • Senior Secured Note Indenture means the Indenture dated as of November 5, 2009, among the Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time;

  • Secured Notes The Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.

  • Senior Secured Notes Trustee means The Bank of New York Mellon Trust Company, N.A. and its successors and assigns acting as trustee under the Senior Secured Notes Indenture.

  • Second Lien Notes Trustee “Second Lien Noteholder”, “High Yield Agent”, “HY Borrower”, “High Yield Creditor”, “High Yield Lender”, “Unsecured Agent”, “Unsecured Lender”, “Security Agent”, “Security Grantor”, “Senior Agent”, “Senior Arranger”, “Senior Borrower”, “Senior Creditor”, “Senior Guarantor”, “Senior Lender”, “Senior Secured Notes Guarantor”, “Senior Secured Notes Issuer”, “Senior Secured Notes Trustee”, “Senior Secured Noteholder”, “Subordinated Creditor”, “Permitted Affiliate Parent”, the “Company” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with this Agreement;

  • Unsecured Notes means Notes that either (i) are unsecured at the time of issue pursuant to the relevant Final Terms or (ii) become unsecured in accordance with the conversion mechanism described in Condition 5; and

  • Existing Senior Secured Notes means the Borrower’s $800,000,000 8.500% Senior Secured Notes due 2019, issued pursuant to the Existing Senior Secured Notes Indenture.

  • New Secured Notes means the $550 million of first lien secured notes to be issued by New Valaris Holdco comprising (i) the Rights Offering New Secured Notes to be issued in the Rights Offering on the terms set forth in the New Secured Notes Term Sheet attached as Exhibit 2 to the Restructuring Term Sheet and the Rights Offering Procedures, (ii) the Holdback Notes to be issued on the terms set forth in the Backstop Agreement,

  • Subordinated Notes means the Initial Notes and the Exchange Notes and, more particularly, any Subordinated Note authenticated and delivered under this Indenture, including those Subordinated Notes issued or authenticated upon transfer, replacement or exchange.

  • Senior Secured Notes Documents means the Senior Secured Notes Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement).

  • Senior Secured Notes Indenture means the Indenture dated as of April 13, 2016, under which the Senior Secured Notes are issued, as the same may be amended, supplemented, waived or otherwise modified from time to time.

  • First Lien Notes Indenture means that certain Indenture, dated as of March 15, 2019, by and among Frontier, as issuer, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as collateral agent, and The Bank of New York Mellon, as trustee, as amended, supplemented, or modified from time to time.

  • Senior Unsecured Notes means, collectively, the: (a) 6.50% Senior Notes due 2016, issued in the original principal amount of $214,800,000 pursuant to the 6.50% Senior Unsecured Notes Indenture; and (b) 5.75% Senior Notes due 2017, issued in the original principal amount of $750,000,000 pursuant to the 5.75% Senior Unsecured Notes Indenture.

  • Senior Unsecured Notes Indenture means the Indenture dated as of July 20, 2011 among Xxxxx Fargo Bank, National Association, as trustee, the Borrower, as issuer, and the guarantors party thereto, as the same may be amended or supplemented from time to time.

  • Second Lien Notes Indenture has the meaning set forth in the recitals hereto.

  • Subordinated Note Indenture means the Indenture dated as of the Closing Date, among the Borrower, the guarantors party thereto and The Bank of New York, as trustee, pursuant to which the Subordinated Notes are issued, as the same may be amended, supplemented or otherwise modified from time to time to the extent permitted by Section 10.7(b).

  • Unsecured Notes Indenture means the indenture, dated as of July 31, 2015, by and among the Borrower and Wilmington Trust, National Association, as trustee.

  • Secured Notes Indenture means the Indenture, dated as of May 29, 2013, among the Borrower, the subsidiary guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee, governing the Secured Notes, as the same may be amended, supplemented, waived or otherwise modified from time to time.

  • Subordinated Notes Indenture means that certain Subordinated Debenture Indenture between DH (f/k/a NGC Corporation) and First National Bank of Chicago, as Debenture Trustee, dated as of May 28, 1997 (as amended, restated and supplemented through the Petition Date).

  • Second Lien Notes Documents means the Second Lien Notes Indenture, the Second Lien Notes and all other agreements, instruments and other documents pursuant to which the Second Lien Notes have been or will be issued or otherwise setting forth the terms of the Second Lien Notes.

  • Senior Subordinated Notes Indenture means the Indenture, dated as of July 17, 2012, under which the Senior Subordinated Notes were issued, among the Borrower and the Restricted Subsidiaries party thereto and the trustee named therein from time to time, as in effect on the Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

  • Existing Secured Notes means the 5.750% Senior Secured Notes due 2021 issued by the Issuer and the Existing Secured Notes Issuer.

  • 2014 Notes means (i) the 4.850% Senior Secured Notes due 2024 issued by the Issuer on March 18, 2014 and (ii) the 4.45% Senior Secured Notes due 2025 and the 5.45% Senior Secured Notes due 2034 issued by the Issuer on August 21, 2014.