(10) other Liens securing (x) Indebtedness, so long as on a Pro Forma Basis immediately after giving effect to the Incurrence or issuance of such Indebtedness, the granting of the Liens securing such Indebtedness and the application of proceeds therefrom, the Issuers Consolidated Secured Net Debt Ratio does not exceed 2.50 to 1.00, and (y) any Indebtedness that serves to modify, refund, refinance, replace, renew, redeem, repurchase, retire, defease, exchange and/or extend any Indebtedness secured by a Lien permitted under clause (10)(x), so long as such refinanced Indebtedness under this clause (10)(y) is (i) in an aggregate principal amount (or, if issued with original issue discount, an aggregate issue price) that is equal to or less than, such Indebtedness that is being refinanced plus any additional Indebtedness Incurred or issued to pay unpaid accrued interest and the aggregate amount of fees and premiums (including tender premiums) and penalties (if any), and underwriting discounts, defeasance costs and other fees and expenses in connection therewith and (ii) not secured by any property or assets that do not secure such Indebtedness that is being refinanced.
Person means any individual, corporation, company, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, government (or any agency or political subdivision thereof) or any other entity.
Preferred Stock means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution or winding-up.
Private Placement Legend means the legend set forth in Section 2.1(c) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions hereof.
Pro Forma Basis means, with respect to the calculation of any test, financial ratio, basket or covenant under this Indenture, including the Consolidated Secured Net Debt Ratio, Consolidated Total Net Debt Ratio, and the Fixed Charge Coverage Ratio and the calculation of Consolidated Total Assets and the Borrowing Base, of any Person and its Restricted Subsidiaries, as of any date, that pro forma effect will be given to the Transactions, any acquisition, merger, amalgamation, consolidation, Investment, any issuance, Incurrence, assumption or repayment or redemption of Indebtedness (including Indebtedness issued, Incurred or assumed or repaid or redeemed as a result of, or to finance, any relevant transaction and for which any such test, financial ratio, basket or covenant is being calculated, including, without limitation, the Transactions), any issuance or redemption of Preferred Stock or Disqualified Stock, all sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business, division, segment or operating unit, any operational change (including the entry into any material contract or arrangement) or any designation of a Restricted Subsidiary to an Unrestricted Subsidiary or of an Unrestricted Subsidiary to a Restricted Subsidiary, in each case that have occurred during the four consecutive fiscal quarter period of such Person being used to calculate such test, financial ratio, basket or covenant (the Reference Period), or subsequent to the end of the Reference Period but prior to such date or prior to or substantially simultaneously with the event for which a determination under this definition is made (including any such event occurring at a Person who became a Restricted Subsidiary of the subject Person or was merged, amalgamated or consolidated with or into the subject Person or any other Restricted Subsidiary of the subject Person after the commencement of the Reference Period), as if each such event occurred on the first day of the Reference Period; provided that (x) pro forma effect will be given to factually supportable and quantifiable pro forma cost savings, expense reductions, improvements or synergies related to operational efficiencies (including the entry into any material contract or arrangement), strategic initiatives or purchasing improvements and other cost savings, expense reductions, improvements or synergies, in each case, reasonably expected to have a continuing impact and that have been realized, or reasonably expected to be realized, by such Person and its Restricted Subsidiaries based upon actions to be taken within 18 months of the date of such calculation as if such cost savings, expense reductions, improvements and synergies occurred on the first day of the Reference Period subject, in the case of unrealized cost savings, expense reductions, improvements or synergies that are not calculated in accordance with Regulation S-X under the Securities Act, to the limitation set forth in the definition of Pro Forma Cost Savings and (y) no amount shall be added back pursuant to this definition to the extent duplicative of amounts that are otherwise included in computing Consolidated EBITDA for such Reference Period.