“Permitted Collateral Liens” means: (1) Liens on the Collateral to secure Obligations in respect of the 7.875% Notes (excluding any additional notes); (2) Liens on the Collateral to secure Obligations in respect of Debt Incurred pursuant to clause (1), (2) or (13) of the definition of Permitted Debt; and (3) Liens to secure any Permitted Refinancing Debt (or successive Permitted Refinancing Debt) as a whole, or in part, of any Obligations secured by any Lien referred to in clauses (1) or (2) of this definition. “Permitted Holders” means
| | (1) | each of Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P. and Global Opportunities Breakaway Ltd; |
| | (2) | any Affiliate of any Person specified in clause (1), other than another portfolio company thereof (which means a company (other than HRG and its investees) actively engaged in providing goods and services to unaffiliated customers) or a company controlled by a “portfolio company”; or |
| | (3) | any Person both the Capital Stock and the Voting Stock of which (or in the case of a trust, the beneficial interests in which) are owned 50% or more by Persons specified in clauses (1) or (2) or any group in which the Persons specified in clauses (1) and (2) own more than a majority of the Voting Stock and Capital Stock held by such group. |
“Permitted Liens” means
| | (1) | Liens existing on the Issue Date not otherwise permitted; |
| | (2) | Permitted Collateral Liens; |
| | (3) | pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or leases, or to secure public or statutory obligations, surety bonds, customs duties and the like, or for the payment of rent, in each case incurred in the ordinary course of business and not securing Debt; |
| | (4) | Liens imposed by law, such as carriers’, vendors’, warehousemen’s and mechanics’ liens, in each case for sums not yet due or being contested in good faith and by appropriate proceedings; |
| | (5) | Liens in respect of taxes and other governmental assessments and charges which are not yet delinquent or which are being contested in good faith by appropriate proceedings; provided appropriate reserves required pursuant to GAAP have been made in respect thereof; |
| | (6) | Liens incurred in the ordinary course of business not securing Debt and not in the aggregate materially detracting from the value of the properties or their use in the operation of the business of HRG and the Guarantors; |
| | (7) | Liens on property of a Person at the time such Person becomes a Guarantor; provided such Liens were not created in contemplation thereof and do not extend to any other property of HRG or any other Guarantor (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition); |
| | (8) | Liens on property or the Equity Interests of any Person at the time HRG or any Guarantor acquires such property or Person, including any acquisition by means of a merger or consolidation with or into HRG or a Guarantor of such Person; provided such Liens were not created in contemplation thereof and do not extend to any other property of HRG or any Guarantor; |
| | (9) | Liens securing Debt or other obligations of HRG or a Guarantor to HRG or a Guarantor; |
| | (10) | Liens securing obligations under Hedging Agreements not incurred in violation of the Indenture; provided that, with respect to Hedging Agreements relating to Debt for borrowed money, such Debt is permitted under the Indenture and such Liens only extend to the same property securing such Debt; |
| | (11) | extensions, renewals or replacements of any Liens referred to in clauses (1), (7), or (8) in connection with the refinancing of the obligations secured thereby; provided that such Lien does not extend to any other property and, except as contemplated by the definition of “Permitted Refinancing Debt,” the amount secured by such Lien is not increased; |
| | (12) | other Liens securing obligations in an aggregate amount not exceeding $20.0 million; |
| | (13) | licenses or leases or subleases as licensor, lessor or sublessor of any of its property, including intellectual property, in the ordinary course of business; |
| | (14) | Liens securing office leases and office furniture and equipment (including letters of credit or guarantees for such purpose) in an aggregate amount not to exceed $5.0 million; |
| | (15) | Liens on property securing Debt permitted pursuant to clause (b) (14) of “—Certain Covenants—Limitation on Debt and Disqualified Stock”; |
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