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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 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 “Commitment Termination Date” under the First Out RCF (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 Borrower 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 Term Loan Facility and the other Term Loan Documents and do not contain any financial ratio that is more restrictive in respect of the corresponding ratio in the Term Loan Facility or that is not contained in the Term Loan Facility, (c) in respect of which no Subsidiary of the Company (other than the Borrower and the Guarantors) is an obligor, (d) the terms of which do not restrict the ability of the Borrower or any of its Restricted Subsidiaries from amending, modifying, restating, or otherwise supplementing the credit agreement governing the Term Loan Facility or the other Term Loan 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 (but may provide that, concurrently with the repayment or prepayment of the Loans, the Borrower shall be required to repay indebtedness under the Last Out Notes in an aggregate principal amount equal to the proportional repayment or prepayment amount 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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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.

  • First Out Notes issued in global form shall be substantially in the form of Exhibit A-1 and Last Out Notes and Additional Notes issued in global form shall be substantially in the form of Exhibit A-2 (and, in each case, shall include the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).

  • The Obligations will be secured by the same liens, security interests, and pledges as the First Out RCF, the Last Out Notes, and the Last Out Incremental Debt (if any) (the “Collateral”) and will be created under, and governed by, the same collateral documents, subject to any local law requirements.

  • The Last Out Notes shall be executed, authenticated and delivered in accordance with the provisions of this Third Supplemental Indenture.

  • Each Last Out Note (i) shall bear interest at the rate per annum as set forth in Exhibit A to this Third Supplemental Indenture, commencing on the Last Out Notes Delivery Date, computed on the basis of a 360-day year consisting of twelve 30-day months, payable on each Note Interest Payment Date and (ii) shall mature as set forth in Exhibit A to this Third Supplemental Indenture.

  • Eleven (11) Business Days after the Second Amendment Date, the FF Ventures Intermediate Purchaser shall have no right to purchase additional FF Ventures Intermediate Last Out Notes (other than pursuant to Section 2.1.1(c)(xii)) without the prior written consent of the Issuers.

  • Within 30 Business Days after the occurrence of a Change of Control, the Issuer shall redeem all of the First Out Notes at a redemption price equal to 100% of the principal amount of First Out Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date and all of the Last Out Notes and Additional Notes at a redemption price equal to 101% of the principal amount of Last Out Notes and Additional Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

  • The Last Out Notes shall be initially issued in the name of “Cede & Co.” as nominee for DTC, as registered owner of the Last Out Notes, and shall be held by the Trustee as custodian for DTC pursuant to Section 2.12 of the Indenture.

  • 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.


More Definitions of Last Out Notes

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.
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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 (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 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.

  • 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 5.875% Senior Notes of the Company due August 14, 2022 issued under the 2022 Indenture.

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

Most Referenced Clauses

Most Referenced Definitions