Common use of Senior Notes Clause in Contracts

Senior Notes. The Company and each Guarantor shall not, and shall not permit any of its respective Subsidiaries to, directly or indirectly: (a) amend or modify any of the terms or provisions of the Senior Notes Indenture or the Senior Notes if such amendment or modification would have the effect of (i) accelerating the maturity date of the principal amount thereof, or any scheduled interest payment thereon; (ii) increasing the principal amount thereof or interest rate thereon; (iii) causing, or purporting to cause the Liens securing the Obligations to cease to be permitted under the Senior Notes Indenture, (iv) causing, or purporting to cause, the Senior Notes and the Senior Note Subsidiary Guarantees to be secured (x) at any time prior to the Senior Note Lien Termination Time, other than on an “equal and ratable” basis with the Liens securing the Obligations, or (y) thereafter other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective Date; or (v) requiring the Company to grant any Lien for the benefit of the holders thereof, other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective Date (it being understood in all events that no Lien which would cause the Company to be required to grant any such Lien may be granted if prohibited by any term of this Agreement); (b) amend or modify any other term or provision of the Senior Notes Indenture or Senior Notes if such amendment or modification would be materially adverse to the Lenders; or (c) prepay, redeem, purchase or defease any Senior Notes (except with proceeds of an Equity Offering (as defined in the Senior Notes Indenture) and subject to compliance with Sections 8.9 and 2.5 hereof).

Senior Notes. The Company and each Guarantor shall not, and shall not permit any of its respective Subsidiaries to, directly or indirectly: (a) amend or modify any As of the terms or provisions Closing Date, Borrower has delivered to Agent a complete and correct copy of the Senior Notes Indenture Note Documents (including all schedules and exhibits thereto and all amendments, supplements or modifications, as in effect on the Closing Date. No Default or Event of Default under and as defined in the Senior Notes if such amendment Note Indenture has occurred and is continuing. The execution, delivery and performance by the Credit Parties of the Loan Documents do not conflict with or modification would have result in the effect breach or termination of, constitute a default under or accelerate or permit the acceleration of any payment or performance required by the Senior Note Documents. Without limiting the foregoing, (i) accelerating each borrowing of a Loan or incurrence of Letter of Credit Obligations or other Obligations pursuant to the maturity date Loan Documents constitutes "Permitted Indebtedness" under clauses (i), (vii) or (x) of the principal amount thereofdefinition "Permitted Indebtedness" in Section 101 of the Senior Note Indenture, or any scheduled interest payment thereon; (ii) increasing the principal amount thereof or interest rate thereon; Liens pursuant to the Loan Documents in favor of the Agent securing the Obligations constitute "Permitted Liens" under clause (d) of the definition "Permitted Liens" in Section 101 of the Senior Note Indenture, (iii) causingon the Closing Date after giving effect to the Related Transactions, or purporting to cause this Agreement constitutes the Liens securing the Obligations to cease to be permitted under "Bank Credit Agreement" as defined in Section 101 of the Senior Notes Note Indenture and no other agreement, indenture or other document or instrument constitutes the "Bank Credit Agreement" as defined in Section 101 of the Senior Note Indenture, (iv) causing, or purporting to cause, the Senior Notes and the Senior Note Subsidiary Guarantees to be secured (x) at any time prior to the Senior Note Lien Termination Time, other than on an “equal and ratable” basis with the Liens securing the Obligations, or (y) thereafter other than as (and only to the extent) required Guaranties are permitted under Section 3.5 1017 of the Senior Note Indenture as in effect on the Effective Date; or Indenture, and (v) requiring the Company to grant any Lien for provisions of Section 6 of this Agreement do not violate the benefit provisions of the holders thereof, other than as (and only to the extent) required under Section 3.5 1018 of the Senior Note Indenture Indenture. The request and acceptance by Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligations or other Obligations pursuant to the Loan Documents shall be deemed to constitute, as of the date thereof, a representation and warranty by Borrower that as of such date and after giving effect thereto Borrower is not in effect on the Effective Date (it being understood in all events that no Lien which would cause the Company to be required to grant any such Lien may be granted if prohibited by any term default or breach of this Agreement); (b) amend Sections 1010 or modify any other term or provision 1014 of the Senior Notes Indenture or Senior Notes if such amendment or modification would be materially adverse to the Lenders; or (c) prepay, redeem, purchase or defease any Senior Notes (except with proceeds of an Equity Offering (as defined in the Senior Notes Note Indenture) and subject to compliance with Sections 8.9 and 2.5 hereof).

Senior Notes. The Company and each Guarantor shall not, and (a) Borrower shall not permit issue any of its respective Subsidiaries to, directly or indirectlySenior Notes unless the following covenants are satisfied in connection with each such issuance: (ai) amend no Default or modify Event of Default shall have occurred and be continuing; (ii) the payment of the Senior Notes shall rank pari passu with payment of the Loans, the Fees and the other Obligations; (iii) the covenants contained in any indenture or other agreement relating to the Senior Notes must not be more restrictive than the covenants contained in this Agreement; (iv) at least seventy-five percent (75%) of the net proceeds therefrom must be applied to reduce the Outstanding Loans, if any, unless otherwise approved in writing by the Majority Lenders or unless the purpose of such issuance of Senior Notes is to repay existing Senior Notes; (v) the outstanding principal amount of the Senior Notes must be covered by the Borrowing Base at all times as indicated in the definition of "Borrowing Base Availability" in Section 1.1 above; (vi) the Senior Notes must be unsecured; and (vii) the covenants and other provisions relating to the Senior Notes shall otherwise be subject to approval by the Lead Agent in the exercise of its reasonable discretion. (b) After the issuance of any Senior Notes, Borrower shall not without the prior written consent of the Majority Lenders: (i) repay, prepay, purchase, redeem or otherwise acquire any Senior Notes, provided, however, nothing contained in this Section 10.9 shall prevent any member of the Consolidated Group from making regularly scheduled payments of principal and interest on any Senior Notes provided for or permitted in any indenture with respect to such Senior Notes if no Event of Default exists and the payment would not cause an Event of Default to occur; or (ii) permit the modification, waiver or amendment of any of the terms of any Senior Notes, except for modifications, waivers or provisions of amendments that do not (x) increase the Senior Notes Indenture interest rate, fees or the Senior Notes if such amendment other charges provided for therein or modification would have the effect of (i) accelerating change the maturity date of the principal amount thereof, or any other scheduled interest payment thereon; (ii) increasing the date for repayment of principal amount thereof or interest rate thereon; (iii) causingof such Senior Notes, or purporting to cause the Liens securing the Obligations to cease to be permitted under the Senior Notes Indenture, (iv) causing, or purporting to cause, the Senior Notes and the Senior Note Subsidiary Guarantees to be secured (x) at any time prior to the Senior Note Lien Termination Time, other than on an “equal and ratable” basis with the Liens securing the Obligations, or (y) thereafter other than as (and only change the priority of payment of such Senior Notes relative to the extentLoans, Fees and other Obligations or (z) required under Section 3.5 impose upon any member of the Senior Note Indenture as Consolidated Group any obligation or limitation that, in effect on the Effective Date; or (v) requiring the Company to grant any Lien for the benefit reasonable judgment of the holders thereofLead Agent, other is, in any material respect, more burdensome or restrictive than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as those currently provided for in effect on the Effective Date (it being understood in all events that no Lien which would cause the Company to be required to grant any such Lien may be granted if prohibited by any term of this Agreement); (b) amend or modify any other term or provision of the Senior Notes Indenture or Senior Notes if such amendment or modification would be materially adverse to the Lenders; or (c) prepay, redeem, purchase or defease any Senior Notes (except with proceeds of an Equity Offering (as defined in the Senior Notes Indenture) and subject to compliance with Sections 8.9 and 2.5 hereof).

Senior Notes. The Company and each Guarantor shall not, and shall not permit any of its respective Subsidiaries to, directly or indirectly: (a) amend or modify any of the terms or provisions of the Senior Notes Indenture or the Senior Notes Notes, if such amendment or modification would have the effect of (i) accelerating the maturity date of the principal amount thereof, or any scheduled interest payment thereon; (ii) increasing the principal amount thereof or interest rate thereon; (iii) causing, or purporting to cause cause, the Liens securing the Obligations to cease to be permitted under “Permitted Liens” (as defined in the Senior Notes Indenture, (iv) causing, or purporting to cause, the Senior Notes and the Senior Note Subsidiary Guarantees to be secured (x) at any time prior to the Senior Note Lien Termination Time, other than on an “equal and ratable” basis with the Liens securing the Obligations, or (y) thereafter other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective Date); or (viv) requiring the Company to grant any Lien for the benefit of the holders thereof, other than as (and only except to the extent) required under extent described in Section 3.5 of the Senior Note Notes Indenture as in effect on the Effective Date (it being understood in all events that no Lien which would cause the Company to be required to grant any such Lien may be granted if prohibited by any term of this Agreement); (b) amend or modify any other term or provision of the Senior Notes Indenture or the Senior Notes Notes, if such amendment or modification would be materially adverse to the Lenders; or (c) prepay, redeem, purchase or defease any Senior Notes (Notes, except with proceeds of (x) an “Equity Offering (Offering” as defined in the Senior Notes IndentureIndenture or (y) the issuance debt securities or instruments or the incurrence of loans and subject to compliance with Sections 8.9 and 2.5 hereof)Section 8.9.

Senior Notes. The Company (i) PHI represents, warrants and each Guarantor shall notcovenants to the Bank that the terms and conditions of this Agreement do not violate the 2010 Notes, or the 2010 Indenture (individually and collectively, the 2010 Indenture and Notes”); and (ii) PHI further represents, warrants and covenants to the Bank that the terms and conditions of this Agreement will not violate the terms and conditions of the offering memorandum dated effective as of March 6, 2014 (the “2014 Offering Memorandum”), pursuant to which PHI will offer the 2014 Notes, which 2014 Notes will be governed by the 2014 Indenture (as all of the foregoing may be amended, supplemented or modified from time to time (individually and collectively, the “2014 Indenture, Notes and Documents” and together with the 2010 Indenture and Notes, the “Indenture, Notes and Documents”)). PHI further represents, warrants and covenants to the Bank that the terms of the 2014 Indenture will not materially vary from and will be consistent with, the terms and conditions of the 2014 Offering Memorandum regarding (i) the description of the notes section of the 2014 Offering Memorandum, (ii) the use of proceeds as summarized in the Use of proceeds portion of the 2014 Offering Memorandum, and shall not permit any (iii) the Certain Covenants (including the limitations on acts that PHI may take), as described in the description of the notes section of the 2014 Offering Memorandum. (iii) In connection with the issuance of the 2014 Indenture, PHI and/or its respective Subsidiaries tosubsidiaries, directly as applicable, will (i) purchase or indirectly:redeem all of the 2010 Notes as of the end of the second quarter of 2014, and (ii) exercise the Early Buyout. 3. Bank does hereby (i) consent to (a) amend or modify any the Tender Offer for the 2010 Notes, (b) the Proposed Amendments to the 2010 Indenture, (c) the offering and issuance of the terms or provisions 2014 Notes pursuant to the 2014 Offering Memorandum and the 2014 Indenture, (d) the entering into of the Senior Notes Indenture or 2014 Indenture, (e) the Senior Notes if such amendment or modification would have guarantees granted by the effect of subsidiaries pursuant to the 2014 Indenture, (if) accelerating the maturity date offering and issuance of the principal amount thereofExchange Notes pursuant to the Exchange Offer, or and (g) and any scheduled interest payment thereon; other transactions necessary to consummate the foregoing and (ii) increasing the principal amount thereof or interest rate thereon; (iii) causingconsent, or purporting to cause the Liens securing the Obligations to cease to be permitted if required under the Senior Notes IndentureAgreement, (iv) causing, or purporting to cause, the Senior Notes and the Senior Note Subsidiary Guarantees to be secured (x) at any time prior to the Senior Note Lien Termination Time, other than on sale and subsequent capital lease of four (4) or more older S-92 helicopters with an “equal and ratable” basis with the Liens securing the Obligations, or (yestimated total value of up to $100,000,000.00. 4. Section C(8) thereafter other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective Date; or (v) requiring the Company to grant any Lien for the benefit of the holders thereof, other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective Date (it being understood in all events that no Lien which would cause the Company to be required to grant any such Lien may be granted if prohibited by any term of this Agreement); (b) amend or modify any other term or provision of the Senior Notes Indenture or Senior Notes if such amendment or modification would be materially adverse to the Lenders; or (c) prepay, redeem, purchase or defease any Senior Notes (except with proceeds of an Equity Offering (Agreement is hereby amended and restated as defined in the Senior Notes Indenture) and subject to compliance with Sections 8.9 and 2.5 hereof).follows:

Senior Notes. (a) The Company shall commence, or shall cause USCC to commence, on or prior to the fourth Business Day following the date of this Agreement or on any later date requested by the Company and consented to by Parent (which consent shall not be unreasonably withheld or delayed), offers to purchase, and related consent solicitations to eliminate certain covenants and provisions in the applicable Indenture (as defined below) relating to, all of the outstanding aggregate principal amount of USCC’s 12-3/8% Senior Subordinated Notes due 2010 (the “Subordinated Notes”) and USCC’s 10-7/8% Senior Secured Notes due 2010 (the “Secured Notes”, and together with the Subordinated Notes, the “Notes”) on the terms and conditions set forth in one or more offers to purchase, letters of transmittal and other related documents (collectively, the “Debt Offer Documents”), each Guarantor in form and substance reasonably satisfactory to Parent (the “Debt Offer”). The parties agree that, and the Debt Offer Documents shall reflect that, consummation of the Debt Offer shall be conditioned on (i) receipt of valid and unrevoked consents from holders of a majority in aggregate principal amount of each series of outstanding Notes (the “Consent Condition”), (ii) the execution and delivery of the supplemental indentures referred to in Section 6.10(b) by the applicable trustee, (iii) the consummation of the Merger and (iv) the satisfaction of other customary conditions to be set forth in the Debt Offer Documents. The Company (i) shall waive any of the conditions to the Debt Offer (other than that the Merger shall have been consummated) and make any change to the terms and conditions of the Debt Offer as may be reasonably requested by Parent so long as the Parent agrees to hold the Company and USCC harmless from any cost or expense relating to or arising from such waiver or changes and (ii) shall not, without the written consent of Parent, waive any condition to the Debt Offer or make any changes to the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, and subject to the terms and conditions set forth in the Debt Offer Documents, the Company shall not permit any of its respective Subsidiaries to, directly or indirectly: (a) be required to amend or modify any the terms and conditions of the terms or provisions of the Senior Notes Indenture or the Senior Notes Debt Offer pursuant to instructions from Parent if such amendment would decrease the price per applicable Note payable in the Debt Offer, increase the Consent Condition, impose conditions to the Debt Offer in addition to those set forth in the Debt Offer Documents that are materially adverse to the tendering holders of the Notes, materially interfere with the 44 ability of the Company or modification would have USCC to complete the effect of Spin-Off or materially interfere with Parent’s ability to obtain the Senior Secured Financing. (b) The Company covenants and agrees that, promptly following the consent payment deadline described in the Debt Offer Documents, assuming the requisite consents are received, it shall, shall cause its subsidiaries (as applicable) and shall use reasonable commercial efforts to cause the applicable trustee and the collateral agent under the security documents relating to the Secured Notes, as applicable, to execute (i) accelerating a supplemental indenture to the maturity date Indenture, dated as of October 4, 2000 (the principal amount thereof“2000 Indenture”), or any scheduled interest payment thereon; among the Company, as parent guarantor, USCC, as issuer, and Bank One Trust Company, N.A., as trustee, relating to the Subordinated Notes, (ii) increasing a supplemental indenture to the principal amount thereof or interest rate thereon; Indenture, dated as of July 22, 2003 (together with the 2000 Indenture, the “Indentures”), among the Company, as parent guarantor, USCC, as issuer, and ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as trustee, relating to the Secured Notes and (iii) causingappropriate amendments to the security documents relating to the Secured Notes, which supplemental indentures and amendments to the security documents shall implement the proposed amendments set forth in the Debt Offer Documents and shall become operative substantially concurrently with, but prior to, the Effective Time, subject to the terms and conditions of this Agreement (including the conditions to the Debt Offer). Subject to satisfaction or purporting waiver of the conditions to the Debt Offer set forth in the Debt Offer Documents (including, without limitation, the Consent Condition), substantially concurrently with, but not until after, the Effective Time, Parent shall cause the Liens securing Surviving Corporation to accept for payment and, as promptly as practicable thereafter, but subject to Section 6.10(e) below, Parent shall provide the Obligations Surviving Corporation with all funds necessary to cease pay for the Notes that have been properly tendered and not withdrawn pursuant to the Debt Offer and in accordance with the Debt Offer Documents. (c) All mailings to the holders of the Notes in connection with the Debt Offer shall be subject to prior review and comment by Parent, and no Debt Offer Document shall be mailed or otherwise distributed to holders of the Notes without the written consent of Parent, such consent not to be permitted under the Senior Notes Indenture, (iv) causing, unreasonably withheld or purporting to cause, the Senior Notes and the Senior Note Subsidiary Guarantees to be secured (x) delayed. If at any time prior to the Senior Note Lien Termination Timecompletion of the Debt Offer any information in or concerning the Debt Offer Documents is discovered by the Company or Parent, which information should be included in an amendment or supplement to the Debt Offer Documents to prevent the Debt Offer Documents from containing any untrue statement of a material fact or from omitting to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other than on party, and an “equal appropriate amendment or supplement describing such information shall be disseminated to the holders of the Notes. (d) Notwithstanding anything to the contrary in this Section 6.10, the Company shall comply, and ratable” basis shall cause its subsidiaries to comply, with the Liens securing requirements of Rule 14e-1 under the ObligationsExchange Act, or (y) thereafter and the rules and regulations promulgated thereunder, and any other than as (and only Law to the extentextent such Law is applicable in connection with the Debt Offer. To the extent that the provisions of any applicable Law conflict with this Section 6.10, the Company shall 45 comply with such applicable Law and shall not be deemed to have breached its obligations hereunder by such compliance. (e) required under Section 3.5 Parent agrees to pay up to an aggregate of $30,000,000 with respect to the excess (the “Premium”) of the Senior Note Indenture as in effect on the Effective Date; or (v) requiring the Company to grant any Lien for the benefit sum of the holders thereof, other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective Date (it being understood in all events that no Lien which would cause the Company to be required to grant any such Lien may be granted if prohibited by any term of this Agreement); (b) amend or modify any other term or provision of the Senior Notes Indenture or Senior Notes if such amendment or modification would be materially adverse to the Lenders; or (c) prepay, redeem, purchase or defease any Senior Notes (except with proceeds of an Equity Offering Total Purchase Price (as such term is defined in the Senior offers to purchase included in the Debt Offer Documents) with respect to the Subordinated Notes Indenture) and subject the Secured Notes over the aggregate principal amount of the outstanding Notes. In addition, whether or not the Debt Offer is completed, Parent agrees to compliance pay fees and expenses of any dealer manager, information agent, depositary or other agent retained in connection with Sections 8.9 the Debt Offer, each of whom shall be selected by Parent (with the consent of the Company not to be unreasonably withheld or delayed), pursuant to customary arrangements and 2.5 hereof)agreements in form and substance reasonably satisfactory to Parent. The Securityholders agree to pay the amount of Premium in excess of $30,000,000.

Senior Notes. The Company and each Guarantor shall not, and shall not permit any of its respective Subsidiaries to, directly or indirectly: (a) amend or modify any of the terms or provisions of the Senior Notes Indenture or the Senior Notes if such amendment or modification would have the effect of (i) accelerating the maturity date of the principal amount thereof, or any scheduled interest payment thereon; (ii) increasing the principal amount thereof or interest rate thereon; (iii) causing, or purporting to cause the Liens securing the Obligations to cease to be permitted under the Senior Notes Indenture, (iv) causing, or purporting to cause, the Senior Notes and the Senior Note Subsidiary Guarantees to be secured (x) at any time prior to the Senior Note Lien Termination Time, other than on an “"equal and ratable” " basis with the Liens securing the Obligations, or (y) thereafter other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective Date; or (v) requiring the Company to grant any Lien for the benefit of the holders thereof, other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective Date (it being understood in all events that no Lien which would cause the Company to be required to grant any such Lien may be granted if prohibited by any term of this Agreement); (b) amend or modify any other term or provision of the Senior Notes Indenture or Senior Notes if such amendment or modification would be materially adverse to the Lenders; or (c) prepay, redeem, purchase or defease any Senior Notes (except with proceeds of an Equity Offering (as defined in the Senior Notes Indenture) and subject to compliance with Sections 8.9 and 2.5 hereof).

Senior Notes. The Company and each Guarantor shall not, and shall Borrower will not effect or permit any of its respective Subsidiaries to, directly change in or indirectly: (a) amend or modify amendment to any of the terms or provisions of the Senior Notes Indenture or the Senior Notes if such amendment or modification would have the effect of (i) accelerating the maturity date of the principal amount thereof, or any scheduled interest payment thereon; (ii) increasing the principal amount thereof or interest rate thereon; (iii) causing, or purporting to cause the Liens securing the Obligations to cease to be permitted under the Senior Notes Indenture, (iv) causing, or purporting to cause, the Senior Notes and the Senior Note Subsidiary Guarantees to be secured (x) at any time prior to the Senior Note Lien Termination Time, other than on an “equal and ratable” basis with the Liens securing the Obligations, or (y) thereafter other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as or the Senior Notes, give any notice of redemption or prepayment or offer to repurchase, or make any payment of principal of or interest on or in effect on the Effective Date; redemption, retirement or (v) requiring the Company to grant repurchase of any Lien for the benefit of the holders thereof, other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture Notes, provided that so long as in effect on no Default or Event of Default then exists or would result from such payment, (i) the Effective Date (it being understood in all events that no Lien which would cause Borrower may make regularly scheduled payments required by the Company to be required to grant any such Lien may be granted if prohibited by any term of this Agreement); (b) amend or modify any other term or provision terms of the Senior Notes Indenture or Senior Notes if such amendment or modification would be materially adverse to and (ii) the Lenders; or (c) prepay, redeem, purchase or defease any Senior Notes (except with proceeds of an Equity Offering (as defined in Borrower may repay the Senior Notes Indenturewith the proceeds of (A) the sale by it or any of its Subsidiaries of any shares of their stock, options or warrants for the purchase of stock or other equity or equity instruments to the extent (I) the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA, determined as of the date of such repayment on a pro forma basis giving effect to such repayment, is less than 3.0 to 1.0, (II) such proceeds are not required to be applied to repay the Obligations pursuant to ss.2.9(d) hereof, and subject (III) such repayment is made within three hundred sixty-five (365) days of such sale of equity securities, and (B) the issuance of any Indebtedness permitted pursuant to compliance ss.12.1(j). It is understood by the parties hereto that, in connection with Sections 8.9 any repayment, prepayment, redemption, retirement, or repurchase of the Senior Notes pursuant to this ss.12.15, all principal, interest (other than interest accrued or incurred in the ordinary course), premium and 2.5 hereof)other costs relating thereto (including, without limitation, any prepayment penalty, make-whole amount and the like) shall be paid from the proceeds of such refinancing Indebtedness or sale of equity securities.

Senior Notes. The Company and each Guarantor shall not, and shall not permit any of its respective Subsidiaries to, directly or indirectly: (a) except as contemplated by the Defeasance and Redemption, amend or modify any of the terms or provisions of the Senior Notes Indenture or the Senior Notes, or after execution thereof, the New Senior Notes Indenture or, after issuance thereof, the New Senior Notes, if such amendment or modification would have the effect of (i) accelerating the maturity date of the principal amount thereof, or any scheduled interest payment thereon; (ii) increasing the principal amount thereof or interest rate thereon; (iii) causing, or purporting to cause cause, the Liens securing the Obligations to cease to be permitted under “Permitted Liens” (as defined in the Senior Notes Indenture or the New Senior Notes Indenture, (iv) causing, or purporting to cause, the Senior Notes and the Senior Note Subsidiary Guarantees to be secured (x) at any time prior to the Senior Note Lien Termination Time, other than on an “equal and ratable” basis with the Liens securing the Obligations, or (y) thereafter other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective Dateapplicable); or (viv) requiring the Company to grant any Lien for the benefit of the holders thereof, other than as (and only except to the extent) required under extent described in Section 3.5 of the Senior Note Notes Indenture as or any comparable “equal and ratable” clause in effect on the Effective Date New Senior Notes Indenture (it being understood in all events that no Lien which would cause the Company to be required to grant any such Lien may be granted if prohibited by any term of this Agreement); (b) amend or modify any other term or provision of the Senior Notes Indenture Indenture, the Senior Notes, or after execution thereof, the New Senior Notes Indenture, or after issuance thereof, the New Senior Notes, if such amendment or modification would be materially adverse to the Lenders; or (c) prepay, redeem, purchase or defease any (i) Senior Notes (Notes, except with proceeds of (x) an “Equity Offering Offering” (as defined in the Senior Notes Indenture) or (y) the issuance of the New Senior Notes, debt securities or instruments or the incurrence of loans and subject to compliance with Sections Section 8.9 or (ii) New Senior Notes, except with proceeds of an “Equity Offering” (as defined in the New Senior Notes Indenture and 2.5 hereofsubject to compliance with Section 8.9).”

Senior Notes. The Company To the extent the Senior Notes have not been (a) repaid, repurchased or defeased in full, or (b) refinanced or extended to have a scheduled maturity date at least ninety (90) days after December 23, 2016, in each case to the extent permitted hereunder and each Guarantor shall notprior to the Senior Notes Trigger Date, and shall not permit any of its respective Subsidiaries to, directly or indirectlythen: (ai) amend the Ansary Related Parties who hold Senior Notes then outstanding may execute and deliver one or modify more agreements, in form and substance reasonably satisfactory to the Administrative Agent (the “Noteholder Agreement”), pursuant to which such Ansary Related Parties shall have irrevocably agreed with respect to the Senior Notes held by such Ansary Related Parties (x) to customary subordination, including permanent standstill provisions with respect to any enforcement of any remedial actions that may be taken by the terms noteholders, or provisions by the trustee on their behalf, under the Senior Notes until at least ninety (90) days after December 23, 2016 and (y) that contemporaneously with the payment, prepayment or repurchase of the Senior Notes Indenture or for which the Availability Block has been established, the scheduled maturity of the remaining Senior Notes then outstanding shall be extended to a date not less than ninety (90) days after December 23, 2016; provided that nothing in the forgoing shall restrict the Borrowers’ ability to prepay Senior Notes subject to the Noteholder Agreement, and Ansary Related Parties’ right to receive and keep proceeds of such prepayment, so long as the terms and conditions set forth in Section 6.8(b)(v) are satisfied; (ii) On the Senior Notes if such amendment or modification would have the effect of (i) accelerating the maturity date of the principal amount thereof, or any scheduled interest payment thereon; (ii) increasing the principal amount thereof or interest rate thereon; (iii) causing, or purporting to cause the Liens securing the Obligations to cease to be permitted under the Senior Notes Indenture, (iv) causing, or purporting to causeTrigger Date, the Senior Notes and the Senior Note Subsidiary Guarantees Administrative Agent shall establish an Availability block in an amount equal to be secured (x) at any time prior the amount then outstanding of Senior Notes not then owned and controlled by the Ansary Related Parties and not subject to the Senior Note Lien Termination Time, other than on an “equal and ratable” basis with the Liens securing the Obligations, Noteholder Agreement or (y) thereafter other than as (and only the amount of all Senior Notes then outstanding to the extent) required under Section 3.5 of extent the Senior Note Indenture Borrowers have not provided a Noteholder Agreement as in effect on the Effective Date; or (v) requiring the Company to grant any Lien for the benefit of the holders thereof, other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective Date (it being understood in all events that no Lien which would cause the Company to be required to grant any such Lien may be granted if prohibited by any term of this Agreement); (b) amend or modify any other term or provision of the Senior Notes Indenture or Senior Notes if such amendment or modification would be materially adverse Trigger Date (in each case, the “Availability Block”); provided that after giving effect to the Lenders; or establishment of the Availability Block, the Borrowers shall immediately prepay any amount required pursuant to Section 2.11(b) (ca failure to make any such payment being an immediate Event of Default pursuant to clause (a) prepayof Article VII). The Availability Block will be removed by the Administrative Agent to allow for the Borrowers to repay, redeem, prepay or purchase or defease any Senior Notes (except with proceeds of an Equity Offering (as defined in the Senior Notes Indenturefor which the Availability Block has been established; provided that (1) the terms and subject to conditions under Section 6.8(b)(v) have been satisfied and the Borrowers are in compliance with Sections 8.9 such terms and 2.5 hereof)conditions immediately prior to and after giving effect to such repayment, prepayment or purchase and (2) contemporaneously with such repayment, prepayment or purchase, the scheduled maturity of the remaining Senior Notes then outstanding shall be extended to a date not less than ninety (90) days after December 23, 2016, and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent of the Borrowers’ compliance with such conditions.

Senior Notes. The Company and each Guarantor shall not, and shall not permit any of its respective Subsidiaries to, directly or indirectly: (a) amend Amend or modify any of the terms or provisions of the Senior Notes Indenture or the Senior Notes if such amendment or modification would have the effect of (i) accelerating the maturity date of the principal amount thereof, or any scheduled interest payment thereon; (ii) increasing the principal amount thereof or interest rate thereon; (iii) causing, or purporting to cause cause, the Liens securing the Obligations to cease to be permitted under "Permitted Liens" (as defined in the Senior Notes Indenture, (iv) causing, or purporting to cause, the Senior Notes and the Senior Note Subsidiary Guarantees to be secured (x) at any time prior to the Senior Note Lien Termination Time, other than on an “equal and ratable” basis with the Liens securing the Obligations, or (y) thereafter other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective DatePreliminary Offering Memorandum); or (viv) requiring the Company to grant any Lien for the benefit of the holders thereof, other than as (and only except to the extent) required extent described in the Preliminary Offering Memorandum under Section 3.5 the caption "Description of the Senior Note Indenture as in effect on the Effective Date Notes—Certain Covenants—Liens" (it being understood in all events that no Lien which would cause the Company to be required to grant any such Lien may be granted if prohibited by any term of this Agreement); (b) amend or modify any other term or provision of the Senior Notes Indenture or Senior Notes if such amendment or modification would be materially adverse to the Lenders; or (c) prepay, redeem, purchase or defease any Senior Notes (except with proceeds of an Equity Offering (as defined in the Senior Preliminary Offering Memorandum), as described in the Preliminary Offering Memorandum in the last paragraph under the caption "Description of Notes Indenture) and subject — Optional Redemption"), or permit any Subsidiary to compliance with Sections 8.9 and 2.5 hereof)do so.

Senior Notes. The Company Senior Notes will be unsecured obligations of PEI and each Guarantor shall notthe Borrower, and shall not permit any of its respective Subsidiaries toas co-issuers, directly or indirectly: (a) amend or modify any guarantied by the unsecured guaranties of the Subsidiary Guarantors (as such term is described in the Description of the Notes). If not previously provided pursuant to the terms of this Agreement, the Borrower will promptly provide the Agent with copies of all documentation, notices and reports provided by or provisions on behalf of the Borrower, any Guarantor or any Subsidiary to the holders of the Senior Notes. On or before the date the financial statements are due pursuant to Sections 6.1(i) and (ii) hereof, the Borrower shall deliver to the Agent a certificate, executed by an Authorized Officer of the Borrower, setting forth the outstanding principal balance of the Senior Notes Indenture as of the last day of the preceding month. The Borrower will not, and will not permit any Guarantor or any Subsidiary to, make any (i) amendment or modification to the Senior Notes or the Senior Notes if such amendment or modification would have the effect of Indenture (i) accelerating the maturity date of the principal amount thereof, or any scheduled interest payment thereon; (ii) increasing the principal amount thereof or interest rate thereon; (iii) causing, or purporting to cause the Liens securing the Obligations to cease to be permitted under the Senior Notes Indenture, (iv) causing, or purporting to cause, the Senior Notes and the Senior Note Subsidiary Guarantees to be secured (x) at any time prior to the Senior Note Lien Termination Time, other than on an “equal and ratable” basis with the Liens securing the Obligations, or (y) thereafter other than supplemental indentures to add subsidiary guarantors as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective Date; or (v) requiring the Company to grant any Lien for the benefit of the holders thereof, other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective Date (it being understood in all events that no Lien which would cause the Company to be required to grant any such Lien may be granted if prohibited contemplated by any term of this Agreement); (b) amend or modify any other term or provision of the Senior Notes Indenture or or, in the event of any discrepancy, to conform the Senior Notes if such amendment or modification Indenture to the terms in the Description of the Notes) which would be materially adverse to the Lenders without the prior written consent of the Required Lenders; or or (cii) directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, purchase retire or defease otherwise acquire, any portion of the Senior Notes without the prior written consent of the Required Lenders; provided that (except with I) PEI may redeem Senior Notes out of the net cash proceeds of an Equity Offering Offerings (as that term is defined in the Senior Notes Indenture) to the extent described in the Senior Notes; and subject (II) the Borrower and PEI may comply with their obligations with respect to compliance with Sections 8.9 the purchase of Senior Notes upon (x) an Asset Disposition (as that term is defined in the Senior Notes Indenture) to the extent set forth in the Senior Notes Indenture so long as, prior to such purchase, the Borrower shall have offered to prepay the Obligations to the Lenders by a like amount and 2.5 hereof)the Lenders shall have declined that offer or (y) a Change of Control (as that term is defined in the Senior Notes Indenture) to the extent set forth in the Senior Notes Indenture so long as, if such Change of Control constitutes an Unmatured Default or an Event of Default, the Obligations to the Lender shall have been paid in full prior to such purchase.” (f) Section 7.20 of the Credit Agreement is hereby amended by deleting the section in its entirety and substituting the following:

Senior Notes. The Company and each Guarantor shall not, and shall not permit any of its respective Subsidiaries to, directly or indirectly: (a) amend or modify any As of the terms or provisions Amendment No. 7 Effective Date, the Borrower has delivered to Agent a complete and correct copy of the 2017 Notes Indenture and the 2021 Convertible Senior Notes Indenture or the Senior Notes if such amendment or modification would have the effect of (i) accelerating the maturity date in each case, including all material amendments, modifications and supplements thereto). Upon consummation of the principal amount thereofNew Notes Issuance, or any scheduled interest payment thereon; (ii) increasing the principal amount thereof or interest rate thereon; (iii) causingBorrower has delivered to Agent a complete and correct copy of the 2017 Notes Indenture, or purporting to cause the Liens securing New Notes Indenture, the Obligations to cease to be permitted under the 2021 Convertible Senior Notes Indenture, and (ivif applicable) causingthe Collateral Trust Agreement (in each case, or purporting to causeincluding all material amendments, modifications and supplements thereto). All Obligations, including the L/C Reimbursement Obligations, constitute (a) Indebtedness permitted under the 2017 Notes Indenture, the 2021 Convertible Senior Notes and the Senior Note Subsidiary Guarantees to be secured (x) at any time prior to the Senior Note Lien Termination TimeIndenture, other than on an “equal and ratable” basis with the Liens securing the Obligationsand, or (y) thereafter other than as (and only to the extent) required under Section 3.5 upon consummation of the Senior Note New Notes Issuance, the New Notes Indenture as in effect on and (if applicable) the Effective Date; or (v) requiring the Company to grant any Lien for the benefit of the holders thereofCollateral Trust Agreement, other than as (and only to the extent) required under Section 3.5 of the Senior Note Indenture as in effect on the Effective Date (it being understood in all events that no Lien which would cause the Company to be required to grant any such Lien may be granted if prohibited by any term of this Agreement); (b) amend or modify any other term or provision of the Senior Notes Indenture or Senior Notes if such amendment or modification would be materially adverse to the Lenders; or (c) prepayapplicable, redeem, purchase or defease any Senior Notes (except with proceeds of an Equity Offering “Permitted ABL Debt Obligations” (as defined in the Senior Notes IndentureCollateral Trust Agreement) and subject (c) if applicable, “ABL Obligations” (as defined in the Intercreditor Agreement) entitled to the benefits of the provisions contained in the Intercreditor Agreement.” (c) Section 5.5(a)(ii) of the Credit Agreement is hereby amended to delete the parenthetical appearing there and substitute the following therefor: “(other than letters of credit in existence on the Closing Date, which will be deemed to be incurred under clause (i) (to the extent provided in Section 1.1(b)(viii)) or clause (xvi) below)”. (d) Section 5.5(a)(v)(1) of the Credit Agreement is hereby amended and restated in its entirety as follows: (1) neither the Borrower nor any Subsidiary Guarantor shall incur any Non-ABL Priority Lien Debt if the aggregate principal amount outstanding under this clause (v) (as of any date of incurrence of Indebtedness under this clause (v) and after giving pro forma effect to the application of any net proceeds therefrom within thirty-five (35) days of the date of such incurrence) would exceed $300.0 million, unless the Credit Parties were in compliance with Sections 8.9 the covenants set forth in Article VI as of the end of the most recent fiscal quarter for which financial statements have been delivered hereunder (regardless of whether any such covenant is required to be tested as of such date pursuant to Article VI); provided that, solely for purposes of determining whether the foregoing is satisfied with respect to the New Notes Issuance and 2.5 hereof)the transactions contemplated by a supplemental indenture to secure the 2017 Notes in accordance with the equal and ratable sharing clause of the 2017 Notes Indenture in connection with the New Notes Issuance, the minimum Fixed Charge Coverage Ratio permitted under Section 6.2 as of the applicable Fiscal Quarter shall be deemed to be 1.00 to 1.00;”. (e) Section 5.5(a)(v) is hereby amended to delete the phrase “to refinance the 2017 Notes” appearing in subclause (2) thereof and replacing the period appearing at the end of subclause (2) thereof with the phrase “; and”. (f) Section 5.5(a)(v) is hereby amended to add a new subclause (3) following subclause (2) thereof as follows: