Preferred Notes definition

Preferred Notes means, collectively, the following (in each case as amended or supplemented or as refinanced or replaced in accordance with clause (1) through (3) of the definition of “Permitted Refinancing Indebtedness”): (a) that certain Amended and Restated Promissory Note dated as of March 20, 2019 issued by AdaptHealth Holdings to BMSB L.P. as purchaser, (b) that certain Amended and Restated Promissory Note dated as of March 20, 2019 issued by AdaptHealth Holdings to BlueMountain Summit Opportunities Fund II (US) L.P. as purchaser, (c) that certain Amended and Restated Promissory Note dated as of March 20, 2019 issued by AdaptHealth Holdings to BlueMountain Fursan Fund L.P. as purchaser, (d) that certain Amended and Restated Promissory Note dated as of March 20, 2019 issued by AdaptHealth Holdings to BlueMountain Foinaven Master Fund L.P. as purchaser, (e) that certain Promissory Note dated as of November 8, 2019 issued by AdaptHealth Holdings to BMSB L.P. as purchaser, (f) that certain Promissory Note dated as of November 8, 2019 issued by AdaptHealth Holdings to BlueMountain Summit Opportunities Fund II (US) L.P. as purchaser, (g) that certain Promissory Note dated as of November 8, 2019 issued by AdaptHealth Holdings to BlueMountain Fursan Fund L.P. as purchaser and (h) that certain Promissory Note dated as of November 8, 2019 issued by AdaptHealth Holdings to BlueMountain Foinaven Master Fund L.P. as purchaser.

Preferred Notes. Loss Absorption Disqualification Event Redemption” is expressly specified to be “Not Applicable” in the applicable Final Terms. If a Loss Absorption Disqualification Event has occurred, then the Issuer may in its sole discretion, subject to compliance with Condition 5.12, and having given not less than 15 nor more than 30 days' notice to the Trustee, the Agent and, in accordance with Condition 18, the Noteholders (which notice shall be irrevocable), redeem at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note) all, but not some only, of the Notes at their Early Redemption Amount referred to in Condition 5.8 below, together, if applicable, with interest accrued to (but excluding) the date fixed for redemption. Upon the expiry of such notice, the Issuer shall be bound to redeem the Notes accordingly. Prior to the publication of any notice of early redemption pursuant to this Condition 5.4, the Issuer shall deliver to the Trustee a certificate signed by any two authorised signatories of the Issuer confirming that a Loss Absorption Disqualification Event has occurred. The Trustee shall be entitled, without liability to any person, to accept and rely on such certificate without any further inquiry as sufficient evidence of the satisfaction of such occurrence, in which event it shall be conclusive and binding on the Trustee and the Noteholders and Couponholders. A Loss Absorption Disqualification Event shall be deemed to have occurred in respect of a Series of Senior Non-Preferred Notes if, as a result of any amendment to, or change in, any Loss Absorption Regulations, or any change in the application or official interpretation of any Loss Absorption Regulations, in any such case becoming effective after the Issue Date of such Series of Senior Non-Preferred Notes, either:

Preferred Notes. Loss Absorption Disqualification Event Redemption” is expressly specified to be “Not Applicable” in the applicable Final Terms. Following the occurrence of a Loss Absorption Disqualification Event (as defined below), the Issuer may (subject to Condition 6(k)), on giving not less than 30 nor more than 60 days’ notice (ending, in the case of Floating Rate Notes, on an Interest Payment Date) to the Trustee (with a copy to the Principal Paying Agent) and to the Noteholders in accordance with Condition 16, redeem all, but not some only, of the Senior Non-Preferred Notes at the Loss Absorption Disqualification Event Early Redemption Amount specified hereon, together with interest accrued and unpaid, if any, to the date fixed for redemption. Prior to giving the above notice to the Trustee pursuant to this Condition 6(g), the Issuer shall deliver to the Trustee a certificate signed by two Authorised Persons of the Issuer stating that a Loss Absorption Disqualification Event has occurred and is continuing, and the Trustee shall be entitled to accept and rely on such certificate without liability to any person and without further enquiry as sufficient evidence of the same and it shall be conclusive and binding on the Noteholders and the Couponholders.

Examples of Preferred Notes in a sentence

• The applicable Final Terms will indicate whether the Notes are Senior Preferred Notes, Senior Non- Preferred Notes or Subordinated Notes.

• This Condition 2(a) applies only to Senior Preferred Notes and Senior Non-Preferred Notes; references to “Notes” and “Coupons” in Condition 2(a)(i) shall be construed as references to Senior Preferred Notes and the related Coupons and references to “Notes”, “Coupons” and “Couponholders” in Condition 2(a)(ii) shall be construed as references to Senior Non-Preferred Notes and the related Coupons.

• The Notes may be Senior Preferred Notes, Senior Non-Preferred Notes or Subordinated Notes, depending upon the Status of the Notes shown in the applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement.

• The Notes may also be senior preferred notes (“Senior Preferred Notes”), senior non-preferred notes (“Senior Non-Preferred Notes” and, together with the Senior Preferred Notes, the “Senior Notes”) or subordinated notes (“Subordinated Notes”), depending on the status of the Notes specified in the relevant Final Terms.

• If the Notes are Senior Preferred Notes, the applicable Final Terms will also indicate whether the Notes are Senior Preferred MREL Eligible Notes.

• This Condition 3(a) is applicable in relation to Notes specified in the applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement as being Senior Preferred Notes.

• The Senior Preferred Notes constitute unsubordinated and unsecured obligations of the Issuer and rank pari passu without any preference among themselves.

• This Condition 2.1 is applicable in relation to Notes specified in the applicable Final Terms as being Senior Preferred Notes.

• The Senior Preferred Notes and any relative Coupons constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu without any preference among themselves and (save for certain obligations required to be preferred by law) at least equally with all other unsecured obligations of the Issuer, from time to time outstanding.

• The Senior Preferred Notes and any related Coupons are direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves.

More Definitions of Preferred Notes

Preferred Notes mean the Secured Convertible Preferred Notes in the principal amount of US$2,000,000, convertible into Common Stock, originally issued to the Investor under the Securities Purchase Agreement and any notes issued in exchange or substitution thereof.

Preferred Notes. Loss Absorption Disqualification Event Redemption” is expressly specified to be “Not Applicable” in the applicable Final Terms. If a Loss Absorption Disqualification Event has occurred, then the Issuer may in its sole discretion, subject to compliance with Condition 5.12, and having given not less than 15 nor more than 30 days' notice to the Trustee, the Agent and, in accordance with Condition 18, the Noteholders (which notice shall be irrevocable), redeem at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note) all, but not some only, of the Notes at their Early Redemption Amount referred to in Condition 5.8 below, together, if applicable, with interest accrued to (but excluding) the date fixed for redemption. Upon the expiry of such notice, the Issuer shall be bound to redeem the Notes accordingly. Prior to the publication of any notice of early redemption pursuant to this Condition 5.4, the Issuer shall deliver to the Trustee a certificate signed by any two authorised signatories of the Issuer confirming that a Loss Absorption Disqualification Event has occurred. The Trustee shall be entitled, without liability to any person, to accept and rely on such certificate without any further inquiry as sufficient evidence of the satisfaction of such occurrence, in which event it shall be conclusive and binding on the Trustee and the Noteholders and Couponholders. A Loss Absorption Disqualification Event shall be deemed to have occurred in respect of a Series of Senior Non-Preferred Notes if, as a result of any amendment to, or change in, any Loss Absorption Regulations, or any change in the application or official interpretation of any Loss Absorption Regulations, in any such case becoming effective after the Issue Date of such Series of Senior Non-Preferred Notes, either: