Second Out Term Loan definition

Second Out Term Loan means a first lien senior secured second-out non-amortizing fully-drawn term loan in the amount of an individual Second Out Term Lender’s RBL Claim, after giving effect to the RBL Cash Payment and application thereof as set forth herein.

Second Out Term Loan is defined in Section 2.1(b) and, as so defined, includes a Base Rate Loan or a Eurodollar Loan, each of which is a “type” of Second Out Term Loan hereunder.

Examples of Second Out Term Loan in a sentence

• The First Out Term Loan is due in December 2024 and the Second Out Term Loan is due April 2025.

• In this instance, an Irish Holder of First Lien Debt Claims will have a tax basis in Class A Shares and the New Second Out Term Loan received in satisfaction of its First Lien Debt Claims equal to the fair market value of such interests and rights.

• The liability under the New Second Out Term Loan would be deductible for NWT purposes to the extent that it finances the receivable(s) or other taxable assets for NWT purposes.

• If the New Second Out Term Loan is not a security for Irish tax purposes then any gain or loss upon the sale, redemption, or other disposition of the New Second Out Term Loan will neither be taxed or allowed as a loss for capital gains.

• An inability to generate sufficient cash flow to satisfy their debt obligations or to obtain alternative financing could materially and adversely affect the Reorganized Debtors’ ability to make payments on the New First Out Term Loan Facility and New Second Out Term Loan Facility and their business, financial condition, results of operations, and prospects.

• The DIP Lenders, and the Sponsors, severally and not jointly, agree that the DIP Loans will convert into exit financing on the Plan Effective Date and to enter into the Priority Exit Facility Documents and the Second Out Term Loan Take-Back Facility Documents.

• Gain or loss realized upon sale or exchange of the New Second Out Term Loan by a U.S. Holder will be U.S. source gain or loss, as the case may be.

• A U.S. Holder’s adjusted tax basis in the New Second Out Term Loan generally will be the issue price of the New Second Out Term Loan, increased by OID and any market discount previously included in income, and reduced by any amortized premium and any cash payments previously received on the New Second Out Term Loan.

• Further, the Debtors have not conducted appraisals of any of their assets constituting collateral to determine if the value of the collateral upon foreclosure or liquidation equals or exceeds the amount of the New First Out Term Loan Facility and New Second Out Term Loan Facility or such other obligation secured by the Collateral.

• The sale, redemption, or other disposition of the New Second Out Term Loan, Tranche A Warrants or Tranche B Warrants, as applicable, would not trigger any taxation in Luxembourg for a non-Luxembourg Holder, unless such transaction would be considered a deemed distribution from Newco Parent to such Holder.