Third Lien Indebtedness definition

Third Lien Indebtedness means Indebtedness under the Third Lien Note Documents.
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Third Lien Indebtedness means any Indebtedness (other than Convertible Notes, but including any Additional Convertible Notes) that is secured by the Collateral with Pari Passu Lien Priority relative to the Convertible Notes or is secured by some of the Collateral with Pari Passu Lien Priority relative to the Convertible Notes and is not secured by the balance of the Collateral and with respect to which the holders (or a trustee or agent on behalf of such holders) shall have executed a supplement to the Intercreditor Agreement agreeing to be bound thereby on the same terms applicable to the holders of Convertible Notes.
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Third Lien Indebtedness means any and all Indebtedness of any Borrower, any Guarantor or their respective Subsidiaries arising under or in connection with any Third Lien Loan Document, in an aggregate amount not to exceed $190,000,000 (including any additional Indebtedness incurred thereunder in connection with PIK interest payments).
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Examples of Third Lien Indebtedness in a sentence

  • The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, or suffer to exist any Lien that is (a) senior to the Liens on the Collateral securing the Notes and junior to any other Lien or (b) junior to the Liens on the Collateral securing the Notes (other than Liens securing Permitted Third Lien Indebtedness incurred under Section 3.2(b)(10) and clause (16) of the definition of “Permitted Liens”).

  • See “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” Although the Indenture will contain limitations on the amount of additional Third Lien Indebtedness and additional priority-secured Indebtedness that the Company and its Restricted Subsidiaries may incur, under certain circumstances the amount of such additional Third Lien Indebtedness and priority-secured Indebtedness could be substantial.

  • The Indenture will provide that the Intercreditor Agreement may be amended from time to time without the consent of the holders of First Lien Notes, the holders of Lenders Debt, the Holders of the Convertible Notes or the holders of Management Notes to add other parties holding Other First Lien Note Obligations, Junior Lien Obligations or holders of future Third Lien Indebtedness in each case to the extent permitted to be incurred under the Indenture and other applicable agreements.

  • The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly refinance, substitute for, extend the terms of, or otherwise amend or modify the terms of, the First Lien Indebtedness or Third Lien Indebtedness without the prior written consent of the Required Holders; provided, however, that the Company or its Subsidiaries may amend or modify the terms of the First Lien Indebtedness and Third Lien Indebtedness as provided for under the Intercreditor Agreement.

  • No Grantor may assign (unless otherwise permitted under the terms of the Notes Documents and any extant Pari Passu Third Lien Indebtedness Agreement) any of its obligations hereunder without the prior written consent of the Trustee and each Pari Passu Third Lien Indebtedness Agent.

  • Except as provided for in the Intercreditor Agreement, all payments of principal with respect to the Second Lien Indebtedness and Third Lien Indebtedness shall permanently reduce the principal amount of the Second Lien Indebtedness and Third Lien Indebtedness, as applicable, outstanding and no additional Second Lien Indebtedness or Third Lien Indebtedness may be issued without the prior written consent of the Required Holders.

  • The fact that failure to make any payment on account of the Third Lien Indebtedness is caused by reason of the operation of any provision of this Agreement shall not be construed as preventing the occurrence of an Event of Default.

  • The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly refinance, substitute for, extend the terms of, or otherwise amend or modify the terms of, the Second Lien Indebtedness or Third Lien Indebtedness without the prior written consent of the Required Holders; provided, however, that the Company or its Subsidiaries may amend or modify the terms of the Second Lien Indebtedness and Third Lien Indebtedness as provided for under the Intercreditor Agreement.

  • Any future Third Lien Indebtedness (collectively with obligations under the Convertible Notes, including the Guarantees thereof, the “Third Lien Obligations”) may also share some or all of the Collateral equally and ratably with the Convertible Notes.

  • With respect to any such release, the Third Priority Collateral Agent, the Trustee and each Pari Passu Third Lien Indebtedness Agent shall be entitled to rely conclusively upon an Officer’s Certificate and an Opinion of Counsel delivered in connection with such release, which Officer’s Certificate and an Opinion of Counsel shall be in the form of Attachments III and IV, respectively.


More Definitions of Third Lien Indebtedness

Third Lien Indebtedness means Indebtedness of the Company (and any related guaranties by Parent or its Subsidiaries) pursuant to the Parent Third Lien Exchange Agreement, the Spinco Third Lien Exchange Agreement and the Intercreditor Agreement, with the holder(s) of such Indebtedness to have a third priority lien on the Collateral (which Collateral shall otherwise remain unencumbered except as permitted under the Note Documents). The Third Lien Indebtedness must have a maturity date that is later than the Maturity Date on the Notes and shall remain subject to the Intercreditor Agreement.
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Third Lien Indebtedness means Indebtedness that is secured by a Lien on the Collateral that is junior in priority to the Liens on the Collateral securing the Notes, any Pari First Lien Indebtedness and the Second Lien Notes, so long as the holder of such Lien (a) is a party to the Intercreditor Agreement as a Third Lien Secured Party (as defined in the Intercreditor Agreement) thereunder or (b) becomes a party to the Intercreditor Agreement by executing a Third Lien Joinder (as defined in the Intercreditor Agreement) on behalf of each Third Lien Secured Party (as defined in the Intercreditor Agreement) represented by it.
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Third Lien Indebtedness means and include all indebtedness, obligations and liabilities of any Loan Party under the Third Lien Loan Documents, including, without limitation, all principal and interest (including post-petition interest accrued subsequent to, and interest that would have accrued but for, the filing of any petition under any bankruptcy, insolvency or similar law), and other amounts payable under the Third Lien Loan Documents.
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Third Lien Indebtedness means Indebtedness of the Parent (and any related guaranties by the Company or its Subsidiaries) pursuant to its third lien subordinated secured convertible notes in the aggregate principal amount of $478,294,966, or, such other amount of such notes as may be outstanding from time to time on account of any redemption, repayment, payment-in-kind of interest or fees (including consent, waiver or amendment fees), or other change in outstanding principal amount, in each case, as may be required or permitted by the Third Lien Exchange Agreement and the Intercreditor Agreement, with the holder(s) of such Indebtedness to have a third priority lien on the Collateral (which Collateral shall otherwise remain unencumbered except as permitted under the Note Documents). The Third Lien Indebtedness must have a maturity date that is later than the Maturity Date on the Notes and shall remain subject to the Intercreditor Agreement (as defined in the Second Lien Note Purchase Agreement).”
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Third Lien Indebtedness means any Incremental Equivalent Debt that is secured on a junior basis to the Obligations on the Collateral, and any Permitted Refinancing thereof, so long as such Indebtedness is subject to the Intercreditor Agreement and the Third Lien Intercreditor Agreement.
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Third Lien Indebtedness means any Indebtedness that is secured by the Collateral with Junior Lien Priority relative to the Notes and the Guarantees and any Senior Credit Facilities Debt or is secured by some of the Collateral with Junior Lien Priority relative to the Notes and the Guarantees and any Senior Credit Facilities Debt and is not secured by the balance of the Collateral and with respect to which the holders of such Indebtedness (or a trustee or agent on behalf of such holders) shall have executed a supplement to the Intercreditor Agreement agreeing to be bound thereby on the terms applicable to Indebtedness with Junior Lien Priority.
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Related to Third Lien Indebtedness

  • 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.

  • First Lien Indebtedness means the First Lien Loans, any First Lien Additional Indebtedness, and any First Lien Credit Agreement Refinancing Indebtedness.

  • Junior Lien Indebtedness means any Indebtedness of any Credit Party that is secured by Liens on Collateral that rank junior in priority to the Liens that secure the Obligations.

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • Credit Agreement Refinancing Indebtedness means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Lien Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred or Other Revolving Commitments obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans, outstanding Revolving Loans or (in the case of Other Revolving Commitments obtained pursuant to a Refinancing Amendment) Revolving Commitments, outstanding loans under any Incremental Revolving Facility or undrawn commitments under any Incremental Revolving Facility (“Refinanced Debt”); provided that (i) such extending, renewing, replacing or refinancing Indebtedness (including, if such Indebtedness includes any Other Revolving Commitments, the unused portion of such Other Revolving Commitments) is in an original aggregate principal amount not greater than the sum of the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused commitments under any Incremental Revolving Facility or Other Revolving Commitments, the amount thereof) plus all accrued and unpaid interest and fees thereon and expenses incurred in connection with such extension, renewal, replacement or refinancing, (ii) such Indebtedness has a maturity that is equal to or later than and, except in the case of Other Revolving Commitments, a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt, and (iii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided that to the extent that such Refinanced Debt consists, in whole or in part, of commitments under any Incremental Revolving Facility or Other Revolving Commitments (or loans incurred pursuant to any Incremental Revolving Facility or Other Revolving Loans), such commitments shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

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

  • Second Lien Debt means the Indebtedness and guarantees thereof now or hereafter incurred pursuant to the Second Lien Documents. Second Lien Debt shall include any Registered Equivalent Notes and guarantees thereof by the Grantor issued in exchange thereof.

  • Priority Indebtedness means (a) any Indebtedness of the Company secured by a Lien permitted solely under Section 7.01(e) and (b) any Indebtedness of a Restricted Subsidiary; provided that there shall be excluded from any calculation of Priority Indebtedness the Indebtedness of any Restricted Subsidiary evidenced by (i) a Guarantee of the Indebtedness of the Company owing pursuant to this Agreement and (ii) a Guarantee delivered by a Guarantor of other Indebtedness of the Company.

  • Consolidated First Lien Secured Debt means Consolidated Total Debt as of such date that is not Subordinated Indebtedness and is secured by a Lien on all of the Collateral that ranks on an equal priority basis (but without regard to the control of remedies) with Liens on all of the Collateral securing the Obligations.

  • Permitted Pari Passu Secured Refinancing Debt means any secured Indebtedness issued or incurred by the Borrower or a Subsidiary Guarantor in the form of one or more series of senior secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase or mandatory prepayments upon a change of control, asset sale or other Disposition, casualty event or incurrence of indebtedness that is not permitted thereunder and customary acceleration rights after an event of default) prior to the Latest Maturity Date determined at the time such Indebtedness is incurred, (iv) the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors and (vi) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of the Pari Passu Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Pari Passu Secured Refinancing Debt incurred by the Borrower or a Subsidiary Guarantor, then the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent and the Senior Representative for such Indebtedness shall have executed and delivered a Pari Passu Intercreditor Agreement. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Permitted Refinancing Indebtedness means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

  • 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.

  • Second Lien Facility means the second lien term loan facility under the Second Lien Credit Agreement.

  • Second Lien Notes Documents means the Second Lien Notes, the Second Lien Notes Indenture, the Second Lien Notes Security Documents and all other documents executed and delivered with respect to the Second Lien Notes or Second Lien Notes Indenture, as in effect on the Effective Date and as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

  • 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.

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Lender pursuant to the Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, except such indebtedness which has been paid or is payable by Borrower to Lender under this Note.

  • Senior Unsecured Indebtedness means Indebtedness that is not subordinated to any other Indebtedness and is not secured or supported by a guarantee, letter of credit or other form of credit enhancement.

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • Permitted Second Priority Refinancing Debt secured Indebtedness incurred by the Borrower in the form of one or more series of second lien secured notes or second lien secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second lien, subordinated basis to the Obligations and is not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iv) the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent; provided that such differences are not more favorable to the investors in such secured Indebtedness), (v) such Indebtedness is not also incurred by or guaranteed by any Subsidiaries of the Borrower other than the Subsidiary Guarantors and is not incurred by or guaranteed by any other Person, (vi) an agent or representative acting on behalf of the holders of such Indebtedness (a “Second Lien Agent”) shall have become party to an intercreditor agreement in form and substance satisfactory to the Administrative Agent (the “Second Lien Intercreditor Agreement”); provided that, if such Indebtedness is the initial Permitted Second Priority Refinancing Debt incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Second Lien Agent for such Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement, (vii) the other terms and conditions of such secured Indebtedness are on the whole substantially identical to, or less favorable to the investors providing such secured Indebtedness, than those applicable to the Refinanced Debt (except for (x) pricing, fees, rate floors and prepayment or redemption premiums, which shall reflect market terms and conditions at the time of incurrence or issuance, (y) covenants or other provisions applicable only to periods after the date that is 91 days after the Latest Maturity Date that is in effect on the date such Indebtedness is issued, incurred or obtained and (z) differences that reflect the nature of such secured debt as fixed or floating rate securities), and (viii) a Responsible Officer shall have certified compliance with the foregoing requirements and that the incurrence of such Indebtedness complies with Section 6.2.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • 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.

  • Acquisition Indebtedness means any Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (a) the release of the proceeds thereof to the Company and the Subsidiaries is contingent upon the substantially simultaneous consummation of such Acquisition (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be, promptly applied to satisfy and discharge all obligations of the Company and the Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision) if such Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition or such Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged within 90 days of such termination or such specified date, as the case may be).

  • Consolidated Senior Secured Indebtedness means, as of any date of determination, Consolidated Total Indebtedness as of such date that is not subordinated in right of payment to the Secured Obligations and is secured by a Lien on the Collateral securing the Loan Document Obligations.

  • Specified Refinancing Debt has the meaning specified in Section 2.18(a).

  • First Lien Debt means the Initial First Lien Debt and any Additional First Lien Debt.

  • Refinanced Indebtedness shall have the meaning provided in the definition of the term “Permitted Refinancing Indebtedness”.