Second Lien Agreement definition

Second Lien Agreement means the Amended and Restated Second Lien Credit Agreement dated as of the date hereof, among Goodyear, certain lenders and JPMCB, as administrative agent, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), refinanced, restructured or otherwise modified from time to time (except to the extent that any such amendment, restatement, supplement, waiver, replacement, refinancing, restructuring or other modification thereto would be prohibited by the terms of this Agreement, unless otherwise agreed to by the Majority Lenders).

Second Lien Agreement means (i) the Existing Second Lien Loan Agreement and (ii) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Second Lien Loan Agreement or other agreement or instrument referred to in this clause (ii). Any reference to the Second Lien Agreement hereunder shall be deemed a reference to any Second Lien Agreement then extant.

Second Lien Agreement means the Second Lien Credit Agreement dated as of the date hereof, among the Borrower, certain lenders and JPMCB, as administrative agent.

Examples of Second Lien Agreement in a sentence

• In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to this Agreement, the Second Lien Collateral Agent shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the Original Second Lien Agreement and the other Second Lien Documents (including without limitation [ ] of the [Second Lien Collateral Agency Agreement]).

• Each of the Priority Lien Agent and the Second Lien Collateral Agent represents and warrants to the other parties hereto that it is authorized under the Priority Credit Agreement and the Original Second Lien Agreement, as the case may be, to enter into this Agreement.

• Upon the execution and delivery of Annex 1 by such new Domestic Subsidiary, such Subsidiary (as defined in the Second Lien Agreement) shall become a “Guarantor” and “Borrower Party” hereunder with the same force and effect as if originally named as a “Guarantor” and “Borrower Party” herein.

• All certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Indenture or any Additional Second Lien Agreement then in effect and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent.

• This Agreement together with the Indenture, other Indenture Documents and each Additional Second Lien Agreement represents the agreement of each of the Pledgors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Collateral Agent or any other Second Lien Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the Indenture and each Additional Second Lien Agreement.

More Definitions of Second Lien Agreement

Second Lien Agreement means that certain Indenture, dated as of May 10, 2018 among the Company and Production Finance, the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee and collateral agent, as amended, restated, supplemented, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, refinanced, extended or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof (except to the extent any such refinancing, replacement or restructuring is designated by the Company to not be included in the definition of “Second Lien Agreement”).

Second Lien Agreement means the collective reference to (i) the Existing CCO Indenture, (ii) this Indenture, (iii) each Additional Second Lien Agreement and (iv) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing CCO Indenture, this Indenture, any Additional Second Lien Agreement or any other agreement or instrument referred to in this clause (iv). Any reference to the Second Lien Agreement hereunder shall be deemed a reference to any Second Lien Agreement then extant.

Second Lien Agreement shall have the meaning ascribed to such term in the recitals to this Agreement.

Second Lien Agreement means that certain credit agreement dated as of December 1, 2004, as amended and restated on the date hereof, among Borrower, the Subsidiary Guarantors party thereto, the lenders party thereto, UBS Securities LLC, as Arranger, Bookrunner and Syndication Agent, and UBS AG, Stamford Branch, as Administrative Agent, Syndication Agent and Collateral Agent, as amended or modified only to the extent permitted by Section 6.11 and the Intercreditor Agreement.

Second Lien Agreement means the collective reference to (i) the Existing Second Lien Agreement and (ii) except for those that are unsecured, any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to Refinance in whole or in part the indebtedness and other obligations outstanding under the Existing Second Lien Agreement or any other agreement or instrument referred to in this clause (ii); provided that clause (ii) shall not apply in the case of any Refinancing indebtedness if a separate intercreditor agreement is entered into, in lieu of this Agreement, by the Agent and the holder or holders of such replacement or Refinancing indebtedness (or an agent, trustee or other representative of such holder or holders). Any reference to the Second Lien Agreement hereunder shall be deemed a reference to any Second Lien Agreement then extant. For certainty, the Access Agreement, the Commercial Agreement and any purchase orders or supply agreements between GM and any of the Credit Parties are not part of the Second Lien Agreement.

Second Lien Agreement means that certain Note Purchase Agreement, dated as of August 4, 2020, by and among the Company, CSI GP I LLC, as collateral agent, and the investors listed on Schedule A thereto.

Second Lien Agreement. (i) the Second Lien Agreement, dated as of the Closing Date, among Holdings, the borrowers and guarantors party thereto, the lenders from time to time party thereto and the Second Lien Agent, as amended, restated, refinanced, supplemented or otherwise modified from time to time in accordance with this Agreement and the First Lien/Second Lien Intercreditor Agreement or (ii) one or more loan agreements among Holdings, any Borrower, and other parties from time to time party thereto pursuant to which the Indebtedness under the credit agreement referenced in clause (i) above or indebtedness under a subsequent credit agreement referenced in this clause (ii) has been Refinanced in whole or in part in a Refinancing that is permitted in accordance with this Agreement, with Indebtedness that is secured by Liens on the Collateral which are subordinated to the Liens on the Collateral in favor of the Secured Parties pursuant to the First/Second Lien Intercreditor Agreement.