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 means those certain Fixed Rate Senior Notes, Series 2024-B issued under the Trust Indenture.
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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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Examples of Last Out Notes in a sentence

  • 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”).

  • 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.

  • Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture.The aggregate principal amount of the First Out Notes which may be authenticated and delivered under this Indenture is $20 million, and the aggregate principal amount of the Last Out Notes and Additional Notes which may be authenticated and delivered under this Indenture is, subject to the terms of the Intercreditor Agreement, unlimited.

  • Last Out Notes sold at Subsequent Closings occurring after the First Amendment Date shall only be funded with new cash proceeds and the date of issuance of the Notes shall be the date of such Subsequent Closing.

  • 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.

  • The Co-Borrower Revolving Notes and the Co-Borrower Last Out Notes.

  • For the purpose of this Agreement, the term “Requisite Creditors” of the First Lien Last Out Creditors shall mean, with respect to the First Lien Last Out Obligations, the First Lien Last Out Notes Trustee (acting at the direction of First Lien Last Out Noteholders holding at least a majority of the then outstanding aggregate principal amount of First Lien Last Out Notes).

  • The Last Out Notes shall be dated as of the Last Out Notes Delivery Date.

  • This Priority Last Out Note is one of a series of Priority Last Out Notes (as defined in the Agreement).

  • In addition, to the extent any mandatory repayment, mandatory redemption, or offer to purchase is required under the Last Out Term Loan, Last Out Notes, or Last Out Incremental Debt, such requirement must be subject to (a) the prior payment of amounts payable under the Credit Facility in respect of such event and the credit agreement governing the Credit Facility will include a corresponding mandatory prepayment and (b) the covenant described in clause (4) of “Negative Covenants” below.


More Definitions of Last Out Notes

Last Out Notes has the meaning set out in Section 2.02 of this Third Supplemental Indenture.
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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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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 the aggregate principal amount of US$399,517,000 of 10.25% Guaranteed Senior Notes Due 2014 issued pursuant to the 2014 Note Indenture.

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

  • Tranche A Notes is defined in Section 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 the Borrower’s $650,000,000 aggregate principal amount notes due June 13, 2028, issued in June 2023 and July 2023.

  • Fundserv Notes means Notes purchased through Fundserv.

  • Convertible Notes means the 2.75% Convertible Senior Notes of the Borrower due 2022 issued pursuant to the Convertible Notes Indenture.

  • 2029 Notes has the meaning specified in the recitals of this Supplemental Indenture.

  • Revolver Notes means the promissory notes of the Borrower, substantially in the form of Exhibit B-1 hereto, evidencing the obligation of the Borrower to repay the Revolver Advances, together with all amendments, consolidations, modifications, renewals, substitutions and supplements thereto or replacements thereof and “Revolver Note” means any one of such Revolver Notes.

  • 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 4.375% Senior Secured Notes due 2023 and the 5.950% Senior Secured Notes due 2043 issued by the Issuer on March 18, 2013.

  • 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 6.25% Senior Notes due 2022 issued by the MLP and Finance.