Last Out Notes definition

Last Out Notes means any first lien last out secured notes issued pursuant to the Plan, (a) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the latest of (i) the 365th day after the Commitment Termination Date and (ii) the “Maturity Date” under the Last Out Term Loan, other than customary offers to purchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights following an event of default, (b) the covenants, events of default, guarantees, collateral requirements, and other terms of which (other than interest rate, fees, funding discounts and redemption or prepayment premiums and other pricing terms determined by the Borrowers to be “market” rates, fees, discounts, and other premiums at the time of issuance or incurrence of any such notes), taken as a whole, are not more restrictive or burdensome than those set forth in the credit agreement governing the Credit Facility and the other Credit Documents and do not contain any financial ratio that is more restrictive in respect of the corresponding ratio in the Credit Facility or that is not contained in the Credit Facility, (c) in respect of which no Subsidiary of the Company (other than the Borrowers and Guarantors) is an obligor, (d) the terms of which do not restrict the ability of the Borrowers or any of their Restricted Subsidiaries from amending, modifying, restating, or otherwise supplementing the credit agreement governing the Credit Facility or the other Credit Documents, except as permitted by the First Out/Last Out Intercreditor Agreement or another applicable intercreditor agreement in form and substance satisfactory to the Administrative Agent, (e) the terms of which do not restrict the ability of the Company or any of its Subsidiaries to guarantee the Obligations or to pledge assets as collateral security for the Obligations, (f) the terms of which do not prohibit the repayment or prepayment of the Loans, and (g) which are subject to the First Out/Last Out Intercreditor Agreement or another intercreditor agreement in form and substance satisfactory to the Administrative Agent.
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Last Out Notes any Notes issued prior to September 9, 2020 (and any Last Out Notes issued in replacement thereof) or after September 9, 2020 which are designated as Last Out Notes, excluding the Priority Last Out Notes and the Intermediate Last Out Notes.
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Last Out Notes means any first lien last out secured notes issued pursuant to the Plan, (a) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the later of (i) the Maturity Date and (ii) the 365th day after the
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Examples of Last Out Notes in a sentence

  • The Collateral (as defined below) will be created under, and governed by, the same collateral documents as the Last Out Term Loan, the Last Out Notes, and (if any) the Last Out Incremental Debt, subject to any local law requirements.

  • The Parent and the Borrower have informed the other parties hereto that the Credit Parties intend to undertake a partial refinancing transaction after the Effective Date with respect to the Secured Obligations, whereby certain of the Credit Parties will incur indebtedness under secured second lien notes and repay in full the outstanding obligations under the Term Loan Agreement and the Last Out Notes Indenture (a “Partial Refinancing”).

  • Notwithstanding anything to the contrary in this Agreement or the other Note Documents, except as provided in Section 9.2(d) with regard to the Last Out Notes, during any Forbearance Period, immediately upon the occurrence and during the continuance of any Event of Default, the outstanding principal amount of the Notes and any overdue amounts shall bear interest or earn fees at a rate per annum equal to the Default Rate and such interest shall be payable on demand.

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  • From and after the First Amendment Date until the Maximum Amount is committed and funded, at any subsequent Closing (each a “Subsequent Closing”), Issuers may sell additional Last Out Notes and First Out Subordinated Notes pursuant to this Section 2.1.1(c).

  • The entire outstanding principal amount of the Notes, together with (i) all accrued and unpaid interest thereon, (ii) solely with respect to the Last Out Notes, a fee in an amount equal to twenty (20%) of the outstanding principal amount of the Last Out Notes being paid (the “Payment Premium”), and (iii) all other outstanding Obligations in respect thereof shall be payable in full on the Maturity Date subject to acceleration upon the occurrence of a Fundamental Event of Default under this Agreement.

  • The Trustee shall have received a duly completed and executed Note for the account of each Holder of the First Out Notes and each Holder of the Last Out Notes.

  • The Holders shall have received a copy of an opinion addressed to the board of directors of the Issuer in form and substance reasonably satisfactory to the Holders, as to the fairness from a financial point of view issued by Duff & Phelps, to the Obligors of the issuance of the $120 million of Notes, comprised of $20 million of First Out Notes and $100 million of Last Out Notes to the Holders pursuant to this Indenture.

  • This right shall be exercisable upon ten (10) Business Days prior written notice by such Holders of the Last Out Notes to the Holders of First Out Notes and the Trustee that such Holders of the Last Out Notes (or any Person under common control with any such Holder or any Related Fund of any such Holder) intend to purchase the entire aggregate amount of outstanding First Out Notes.

  • An institution chosen by, or acceptable to, the Lead Arrangers, shall be the administrative agent for the Term Loan Facility (in such capacity, the “Administrative Agent”), and Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”) (or its designee) shall be the collateral agent for the Term Loan Facility, the First Out RCF, the Last Out Notes, and the Last Out Incremental Debt (if any) (in such capacity, the “Collateral Agent”).

Related to Last Out Notes

  • MAC Notes The Classes of Modifiable And Combinable STACR® Notes shown on

  • B Notes means each of Note B-1 and Note B-2.

  • 2011 Notes means those certain notes issued pursuant to the Note Purchase Agreement dated as of March 22, 2011 among the Company and the purchasers named in Schedule A thereto.

  • Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.

  • A Notes means each Note that has a designation starting with “A”, either individually or in the aggregate as the context may require.

  • Subordinated Note Amount has the meaning set forth in the Recitals.

  • Subordinated Notes means the Initial Notes and the Exchange Notes and, more particularly, any Subordinated Note authenticated and delivered under this Indenture, including those Subordinated Notes issued or authenticated upon transfer, replacement or exchange.

  • 2014 Notes means (i) the 4.850% Senior Secured Notes due 2024 issued by the Issuer on March 18, 2014 and (ii) the 4.45% Senior Secured Notes due 2025 and the 5.45% Senior Secured Notes due 2034 issued by the Issuer on August 21, 2014.

  • Class E Notes has the meaning assigned to such term in the Indenture.

  • Tranche A Notes is defined in Section 1.1.

  • 2016 Notes means the aggregate principal amount of US$460,000,000 of 4.25% Convertible Senior Notes Due 2016 issued pursuant to the 2016 Note Indenture.

  • New Notes shall have the meaning assigned to such term in Section 32.

  • 2028 Notes means those 6.500% Senior Notes due 2028 issued by the Borrower in an aggregate principal amount of $400,000,000 pursuant to the 2028 Notes Documents.

  • Fundserv Notes means Notes purchased through Fundserv.

  • Convertible Notes has the meaning set forth in the Recitals.

  • Class A Notes means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

  • Series A Notes is defined in Section 1.

  • Refunded Notes means that portion of the Series 298 Notes and Series 300 Notes paid from the proceeds of the Bonds and other available funds of the Issuer.

  • Exchange Debentures has the meaning set forth in Section 2(a) hereof.

  • 2013 Notes means the aggregate principal amount of US$345,000,000 of 5.00% Convertible Senior Notes Due 2013 issued pursuant to the 2013 Note Indenture.

  • Class A-1 Notes means the Class of Auto Loan Asset Backed Notes designated as Class A-1 Notes, issued in accordance with the Indenture.

  • 2015 Notes means the 8.375% senior notes due 2015 in the principal amounts of $615 million and €500 million issued pursuant to the 2015 Notes Indenture.

  • Series D Notes is defined in Section 1.

  • 2022 Notes means the 4.875% Senior Notes due 2022, originally issued by Rowan Companies, Inc., a Delaware corporation.

  • 2012 Notes means the 5.125% Senior Secured Notes due 2022 issued by the Issuer on July 2, 2012.

  • Floating Rate Notes means the Class A-2b Notes.