Senior Indebtedness Agreement definition

Senior Indebtedness Agreement means any agreement, instrument or indenture governing senior unsecured Indebtedness of the Borrower (“Senior Indebtedness”), including without limitation the Note Purchase Agreement, dated as of December 1, 2001, as thereafter amended (the “Note Purchase Agreement”), between the Borrower and the Noteholders named therein pertaining to the $90,000,000, 6.63% Senior Notes of the Borrower due December 1, 2011.
Sample 1Sample 2
Senior Indebtedness Agreement means any agreement under which the Borrower issues notes or incurs obligations for Interest-bearing Debt, which notes and Interest-bearing Debt are senior obligations of the Borrower, pari passu with the Loans and any Note, and shall include (a) the Note Purchase Agreement, dated as of December 1, 2001, between the Borrower and the Noteholders named therein pertaining to the $90,000,000, 6.63% Senior Notes of the Xxxxxxxx xxx Xxxxxxxx 0, 0000, (x) prior to the Permitted Reorganization only, the Note Purchase Agreement, dated as of February 23, 2007, between the Borrower and the Noteholders named therein pertaining to the $50,000,000, 5.778% Senior Notes of the Borrower due November 30, 2017, and (c) the Note Purchase Agreement, dated as of August 20, 2007, between the Borrower and the Noteholders named therein pertaining to (i) the $33,000,000, 5.95% Senior Unsecured Notes, Series A, due 2017, (ii) the $30,000,000, 6.15% Senior unsecured Notes, Series B, due 2022, (iii) the $42,000,000, 6.37% Senior Unsecured Notes, Series C, due 2027, and (iv) the $50,000,000, 6.47% Senior Unsecured Notes, Series D, due 2037.
Sample 1
Senior Indebtedness Agreement means the Senior Discount Note Indenture or any other agreement concerning the funding of Senior Indebtedness, as the same may be amended, restated, extended, renewed, substituted, refinanced, refunded, replaced or otherwise modified from time to time, whether or not by or among the initial parties thereto, and includes any agreement (a) extending the maturity of all or any portion of the indebtedness, obligations and liabilities of the Company incurred thereunder and (b) increasing the amount of indebtedness, obligations and liabilities to be incurred thereunder.
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Examples of Senior Indebtedness Agreement in a sentence

  • So long as any Senior Indebtedness Agreement remains in effect, neither Maker nor the Subordinated Lender shall enter into any amendment, waiver or modification of the Subordinated Lending Agreements, without the prior written consent of the Senior Representatives.

  • Nothing contained herein shall be deemed to require any Senior Lender to exercise any right of set-off or any other remedy against any Company, whether arising under any Senior Indebtedness Agreement or otherwise.

  • Company will comply with each of the ------------------- financial covenants set forth in the Specified Senior Indebtedness Agreement, as and when required by the terms thereof.

  • Company shall promptly provide Holder with copies of any revisions to the financial covenants set forth in the Specified Senior Indebtedness Agreement (including related definitions) that may be made from time to time.

  • Unless and until agreement is reached on all terms of the Senior Indebtedness Agreement, the corporation shall not redeem the Series A Preferred Stock other than for cash, and if such agreement is not reached prior to a Series Redemption Date, the corporation will withdraw any Series A Redemption Notice immediately prior to the Series A Redemption Date specified therein to the extent the redemption is to be made other than for cash.

  • The terms of the senior unsecured indebtedness shall be as set forth in a Senior Indebtedness Agreement which shall include, but not be limited to, the following terms: Such indebtedness will bear interest at 12 percent per annum, be payable quarterly in arrears in cash, and will mature on the date that is 10 years after the exchange was effected.

  • Such Senior Indebtedness Agreement shall be the obligation of the corporation and each of its subsidiaries (as defined in the Plan) and contain affirmative and negative covenants (excluding financial covenants) and such terms of default and default remedies as are customary in commercial lending transactions involving borrowers of financial position and condition comparable to that of the corporation at the time of such redemption.

  • Company will provide to Holder a compliance certificate, certified by its Chief Executive Officer or Chief Financial Officer, certifying whether or not Company is in compliance with such financial covenants and including reasonable calculations as to such compliance, at such times as the same is required to be delivered to the Senior Lender under and when required by the Specified Senior Indebtedness Agreement (but not less frequently than each calendar quarter).


More Definitions of Senior Indebtedness Agreement

Senior Indebtedness Agreement means any agreement under which the Borrower issues notes or incurs obligations for Interest-bearing Debt, which notes and Interest-bearing Debt are senior obligations of the Borrower, pari passu with the Loans and Notes, and shall include (a) the Note Purchase Agreement dated as of July 29, 2011, as thereafter amended, between the Borrower and the Noteholders named therein pertaining to the $140,000,000, 4.6% notes due December 20, 2021, and (b) the Note Purchase Agreement, dated as of August 20, 2007, as thereafter amended, between the Borrower and the Noteholders named therein pertaining to (i) the $33,000,000, 5.95% Senior Unsecured Notes, Series A, due 2017, (ii) the $30,000,000, 6.15% Senior unsecured Notes, Series B, due 2022, (iii) the $42,000,000, 6.37% Senior Unsecured notes, Series C, due 2027, and (iv) the $50,000,000, 6.47% Senior Unsecured Notes, Series D, due 2037.
Sample 1
Senior Indebtedness Agreement means any agreement under which the Borrower issues notes or incurs obligations for Interest-bearing Debt, which notes and Interest-bearing Debt are senior obligations of the Borrower, pari passu with the Loans and Notes, and shall include (a) the Note Purchase Agreement, dated as of December 1, 2001, as thereafter amended, between the Borrower and the Noteholders named therein pertaining to the $90,000,000, 6.63% Senior Notes of the Borrower due December 1, 2011, and (b) the Note Purchase Agreement, dated as of August 20, 2007, as thereafter amended, between the Borrower and the Noteholders named therein pertaining to (i) the $33,000,000, 5.95% Senior Unsecured Notes, Series A, due 2017, (ii) the $30,000,000, 6.15% Senior unsecured Notes, Series B, due 2022, (iii) the $42,000,000, 6.37% Senior Unsecured notes, Series C, due 2027, and (iv) the $50,000,000, 6.47% Senior Unsecured Notes, Series D, due 2037.
Sample 1
Senior Indebtedness Agreement means any agreement under which New OTC issues notes or incurs obligations for Interest-bearing Debt, which notes and Interest-bearing Debt are senior obligations of New OTC, pari passu with the Loans and Notes, and shall include (a) the Note Purchase Agreement, dated as of December 1, 2001, as thereafter amended, between the Parent and the Noteholders named therein (and assumed by New OTC as of the Permitted Reorganization Effective Date) pertaining to the $90,000,000, 6.63% Senior Notes due December 1, 2011, and (b) the Note Purchase Agreement, dated as of February 23, 2007, as thereafter amended, between the Parent and Cascade Investment L.L.C. (and assumed by New OTC as of the Permitted Reorganization Effective Date) pertaining to the $50,000,000, 5.778% Senior Notes due November 30, 2017. “Senior Indebtedness Prepayment Event” means the (a) occurrence of any event under any Senior Indebtedness Agreement that would require New OTC to prepay, or offer to prepay, any Senior Indebtedness prior to its stated maturity, (b) occurrence of any event under any Senior Indebtedness Agreement that would give the holder of Senior Indebtedness any right to put such Senior Indebtedness to New OTC or require New OTC to repurchase or redeem such Senior Indebtedness in each case prior to its stated maturity, or (c) voluntary offer by New OTC to prepay or purchase Senior Indebtedness prior to its stated maturity to remain in compliance with any covenant or agreement of a Senior Indebtedness Agreement, but not any other voluntary offer by New OTC to prepay or purchase Senior Indebtedness prior to its stated maturity. Senior Indebtedness Prepayment Events shall include, without limitation, any Transfer of Utility Assets Put Event or Debt Prepayment Application, as defined in the Senior Indebtedness Agreements (or any Senior Indebtedness Agreement).
Sample 1
Senior Indebtedness Agreement means any agreement under which the Borrower issues notes or incurs obligations for Interest-bearing Debt, which notes and Interest-bearing Debt are senior obligations of the Borrower, pari passu with the Loans and Notes, and shall include (a) the Note Purchase Agreement, dated as of August 20, 2007, as thereafter amended, between the Borrower and the Noteholders named therein pertaining to (i) the $42,000,000, 6.37% Senior Unsecured Notes, Series C, due 2027 and (ii) the $50,000,000, 6.47% Senior Unsecured Notes, Series D, due 2037; (b) the Note Purchase Agreement, dated as of August 14, 2013, as thereafter amended, between the Borrower and the Noteholders named therein pertaining to (i) the $60,000,000, 4.68% Senior Unsecured Notes, Series A, due February 27, 2029 and (ii) the $90,000,000, 5.47% Senior Unsecured Notes, Series B, due February 27, 2044; (c) the Note Purchase Agreement, dated as of November 14, 2017, as thereafter amended, between the Borrower and the Noteholders named therein pertaining to the $100,000,000, 4.07% Series 2018A Unsecured Notes, due February 7, 2048; (d) the Note Purchase Agreement, dated as of September 12, 2019, as thereafter amended, between the Borrower and the Noteholders named therein pertaining to (i) the $10,000,000, 3.07% Series 2019A Senior Unsecured Notes, due October 10, 2029, (ii) the $26,000,000, 3.52% Series 2019B Senior Unsecured Notes, due October 10, 2039, (iii) the $64,000,000, 3.82% Series 2019C Senior Unsecured Notes, due October 10, 2049, (iv) the $10,000,000, 3.22% Series 2020A Senior Unsecured Notes, due February 25, 2030, (v) the $40,000,000, 3.22% Series 2020B Senior Unsecured Notes, due August 20, 2030, (vi) the $10,000,000, 3.62% Series 2020C Senior Unsecured Notes, due February 25, 2040, and (vii) the $15,000,000, 3.92% Series 2020D Senior Unsecured Notes, due February 25, 2050; and (e) the Note Purchase Agreement, dated as of June 10, 2021, as thereafter amended, between the Borrower and the Noteholders named therein pertaining to (i) the $40,000,000, 2.74% Series 2021A Senior Unsecured Notes, due November 29, 2031, (ii) the $100,000,000, 3.69% Series 2021B Senior Unsecured Notes, due November 29, 2051, and (iii) the $90,000,000, 3.77% Series 2022A Senior Unsecured Notes, due May 20, 2052.
Sample 1

Related to Senior Indebtedness Agreement

  • Superior Indebtedness means all Indebtedness of the Borrower and its Consolidated Entities (other than Members’ Subordinated Certificates and Qualified Subordinated Indebtedness), but excluding (i) Indebtedness of the Borrower or any of its Consolidated Entities to the extent that the proceeds of such Indebtedness are used to fund Guaranteed Portions of RUS Guaranteed Loans and (ii) any indebtedness of any Member Guaranteed by the Borrower or any of its Consolidated Entities (“Guaranteed Indebtedness”), to the extent that either (x) the long-term unsecured debt of such Member is rated at least BBB+ by S&P or Baal by Xxxxx’x, (y) the long-term secured debt of such Member is rated at least A- by S&P or A3 by Xxxxx’x or (z) the payment of principal and interest by the Borrower or any of its Consolidated Entities in respect of such Guaranteed Indebtedness is covered by insurance or reinsurance provided by an insurer having an insurance financial strength rating of AAA by S&P or a financial strength rating of Aaa by Xxxxx’x.

  • Permitted Senior Indebtedness means the principal of (and premium, if any), interest on, and all fees and other amounts (including, without limitation, any reasonable out-of-pocket costs, enforcement expenses (including reasonable out-of-pocket legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations relating thereto) payable by Company and/or its Subsidiaries under or in connection with any credit facility to be entered into by the Company and/or its Subsidiaries with one or more financial institutions together with any amendments, restatements, renewals, refundings, refinancings or other extensions thereof); provided, however, that the aggregate outstanding amount of such Permitted Senior Indebtedness (taking into account the maximum amounts which may be advanced under the loan documents evidencing such Permitted Senior Indebtedness) does not as of the date on which any such Permitted Senior Indebtedness is incurred exceed $10,000,000, with respect to the unpaid principal balance of loans thereunder and, provided further that such Permitted Senior Indebtedness shall only be incurred to the extent that the Consolidated Total Indebtedness to Market Capitalization Ratio does not exceed .15 at the time of incurrence of such Permitted Senior Indebtedness.

  • Guarantor Senior Indebtedness means the principal of (and premium, if any, on) and interest on (including interest accruing after the filing of a petition initiating any proceeding pursuant to any bankruptcy law, whether or not allowable as a claim in such proceeding) and other amounts due on or in connection with any Indebtedness of any Guarantor, whether outstanding on the date hereof or hereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be pari passu with the Guarantees. Without limiting the generality of the foregoing, "Guarantor Senior Indebtedness" shall include the principal of (and premium, if any, on) and interest (including interest accruing after the filing of a petition initiating any proceeding pursuant to any bankruptcy law, whether or not allowable as a claim in such proceeding) on all obligations of every nature of any Guarantor to the Lenders under the New Bank Credit Agreement and to the Holders of the Securities, and any interest rate or foreign exchange agreement now existing or hereinafter entered into by any Guarantor with any Lender, including, without limitation, all fees, expenses (including fees and expenses of counsel), claims, charges and indemnity obligations. Notwithstanding the foregoing, "Guarantor Senior Indebtedness" shall not include (i) Indebtedness evidenced by the guarantees of the Senior Subordinated Notes, (ii) Indebtedness of any Guarantor that is expressly subordinated in right of payment to any of such Guarantor's Guarantees, (iii) Indebtedness of any Guarantor that by operation of law is subordinate to any general unsecured obligations of such Guarantor, (iv) Indebtedness represented by Redeemable Capital Stock, (v) Indebtedness of any Guarantor to ADT Limited or any of its Subsidiaries, (vi) any liability for federal, state, local or other taxes owed or owing by any Guarantor and (vii) trade payables owed or owing by any Guarantor.

  • Designated Senior Indebtedness means with respect to a Person (i) the Credit Facility Indebtedness under or in respect of any Senior Credit Facility and (ii) any other Senior Indebtedness of such Person that, at the date of determination, has an aggregate principal amount equal to or under which, at the date of determination, the holders thereof are committed to lend up to, at least $25.0 million and is specifically designated by such Person in an agreement or instrument evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” for purposes of this Indenture.

  • Consolidated Senior Indebtedness means, as of the date of any determination thereof, Consolidated Total Indebtedness less Subordinated Indebtedness of the Borrower and its Subsidiaries, in each case calculated on a consolidated basis as of such date in accordance with GAAP.

  • Junior Indebtedness means any indebtedness of any Mortgagor that is secured by a lien that is junior in right of payment to the lien of the Mortgage securing the related Mortgage Note.

  • Prior Indebtedness means the Indebtedness and obligations specified on Schedule 11.1 hereto.

  • Senior Indebtedness means any Indebtedness of the Company or its Subsidiaries other than Subordinated Indebtedness.

  • Senior Debt means the principal of, premium, if any, interest (including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding) and rent payable on or in connection with, and all fees, costs, expenses and other amounts accrued or due on or in connection with, Indebtedness of the Company, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed, guaranteed or in effect guaranteed by the Company (including all deferrals, renewals, extensions or refundings of, or amendments, modifications or supplements to, the foregoing), unless in the case of any particular Indebtedness the instrument creating or evidencing the same or the assumption or guarantee thereof expressly provides that such Indebtedness shall not be senior in right of payment to the Securities or expressly provides that such Indebtedness is “pari passu” or “ junior” to the Securities. Notwithstanding the foregoing, the term Senior Debt shall not include any Indebtedness of the Company to any Subsidiary of the Company. If any payment made to any holder of any Senior Debt or its Representative with respect to such Senior Debt is rescinded or must otherwise be returned by such holder or Representative upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the reinstated Indebtedness of the Company arising as a result of such rescission or return shall constitute Senior Debt effective as of the date of such rescission or return.

  • Material Indebtedness Agreement means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

  • Senior Debt Documents means (a) the Credit Agreement Loan Documents and (b) any Additional Senior Debt Documents.

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

  • Additional Junior Indebtedness means, without duplication and other than the Debentures, any indebtedness, liabilities or obligations of the Company, or any Subsidiary of the Company, under debt securities (or guarantees in respect of debt securities) initially issued after the date of this Indenture to any trust, or a trustee of a trust, partnership or other entity affiliated with the Company that is, directly or indirectly, a finance subsidiary (as such term is defined in Rule 3a-5 under the Investment Company Act of 1940) or other financing vehicle of the Company or any Subsidiary of the Company in connection with the issuance by that entity of preferred securities or other securities that are eligible to qualify for Tier 1 capital treatment (or its then equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve, as then in effect and applicable to the Company (or, if the Company is not a bank holding company, such guidelines applied to the Company as if the Company were subject to such guidelines); provided, however, that the inability of the Company to treat all or any portion of the Additional Junior Indebtedness as Tier 1 capital shall not disqualify it as Additional Junior Indebtedness if such inability results from the Company having cumulative preferred stock, minority interests in consolidated subsidiaries, or any other class of security or interest which the Federal Reserve now or may hereafter accord Tier 1 capital treatment (including the Debentures) in excess of the amount which may qualify for treatment as Tier 1 capital under applicable capital adequacy guidelines.

  • Additional Senior Debt Documents means, with respect to any series, issue or class of Additional Senior Debt, the promissory notes, indentures, Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Senior Collateral Documents.

  • Guarantor Senior Debt shall include the principal of, premium, if any, and interest on all Obligations of every nature of such Subsidiary Guarantor from time to time owed to the lenders under the Partnership Credit Facility, including, without limitation, principal of and interest on, and all fees, indemnities and expenses payable by such Subsidiary Guarantor under, the Partnership Credit Facility, and (y) in the case of amounts owing by such Subsidiary Guarantor under the Partnership Credit Facility and guarantees of Designated Senior Indebtedness, "Guarantor Senior Debt" shall include interest accruing thereon subsequent to the occurrence of any Event of Default specified in clause (h) or (i) of Section 6.01 relating to such Subsidiary Guarantor, whether or not the claim for such interest is allowed under any applicable Bankruptcy Law. Notwithstanding the foregoing, "Guarantor Senior Indebtedness" shall not include (i) Indebtedness evidenced by the Notes or the Guarantees, (ii) Indebtedness that is expressly subordinate or junior in right of payment to any other Indebtedness of such Subsidiary Guarantor, (iii) any liability for federal, state, local or other taxes owed or owing by such Subsidiary Guarantor, (iv) Indebtedness of such Subsidiary Guarantor to the Partnership or a Subsidiary of the Partnership or any other Affiliate of the Partnership, (v) any trade payables of such Subsidiary Guarantor, and (vi) any Indebtedness which is incurred by such Subsidiary Guarantor in violation of this Indenture.

  • Existing Indebtedness Agreements shall have the meaning provided in Section 5.05.

  • Junior Debt Documents means the agreements governing any Junior Debt.

  • 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.

  • Senior Indenture means the Senior Indenture dated the date hereof between the Company and , as trustee, as amended, modified or supplemented from time to time.

  • Subordinated Obligation means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Securities pursuant to a written agreement.

  • Junior Debt means any Indebtedness of the types described in clauses (i) and (ii) of the definition of “Indebtedness” (other than Indebtedness among the Borrower and/or its Restricted Subsidiaries) of the Borrower or any of its Restricted Subsidiaries that is contractually subordinated in right of payment to the Obligations, in each case, with an individual outstanding principal amount in excess of the Threshold Amount. For the avoidance of doubt, each Asset Financing Facility and CRE Financing shall not constitute Junior Debt.

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Subordinated Debt Documents means any documents evidencing and/or securing Debt governed by a Subordination Agreement, all of which documents must be in form and substance acceptable to Agent in its sole discretion. As of the Closing Date, there are no Subordinated Debt Documents.

  • Senior Obligations is defined in Section 5.1 of this Agreement.

  • 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.

  • Senior Secured Indebtedness means, with respect to any Person as of any date of determination, any Specified Indebtedness; provided that such Indebtedness is in each case secured by a Lien on the assets of the Issuer or its Restricted Subsidiaries on a basis pari passu with or senior to the security in favor of the Notes.