Senior Secured Notes. Except with the prior written consent of Liberty (which shall not be unreasonably withheld) and except, in the case of United, as expressly required by the Indenture, from the Original Agreement Date until the earlier of the termination of this Agreement and the first anniversary of the Closing, each of United and New United will not, and will use commercially reasonable efforts to cause each of its Controlled Affiliates not to, directly or indirectly purchase or offer or agree to purchase any of the Senior Secured Notes. Except as contemplated by the Notes Tender Letter Agreement or with the prior written consent of United (prior to the Closing) or New United (after the Closing) (which shall not, either in the case of United or New United, be unreasonably withheld), from the Original Agreement Date until the earlier of the termination of this Agreement and the first anniversary of the Closing, Liberty will not, and will use commercially reasonable efforts to cause each of its Controlled Affiliates not to, directly or indirectly purchase or offer or agree to purchase any of the Senior Secured Notes.
Senior Secured Notes amend the definition of Senior Secured Notes to delete paragraphs (a)(iii) and (a)(iv) and to add the following language at the end of paragraph (a)(i) “or where the incurrence of any Financial Indebtedness under such notes would otherwise be Permitted Financial Indebtedness (other than to the extent that such Financial Indebtedness is incurred by way of Senior Secured Notes pursuant to sub-paragraph (xxiii) of the definition of Permitted Financial Indebtedness)”.
Senior Secured Notes. Amend the definition of Senior Secured Notes to be included pursuant to Paragraph 16 of Schedule 5 (Further Amendments, Waivers, Consents and other Modifications) to delete paragraphs (a)(iii) and (a)(iv) and after the words “greater than 4.50:1”, to add the following language “or where the incurrence of any Financial Indebtedness under such notes would otherwise be Permitted Financial Indebtedness (other than to the extent that such Financial Indebtedness is incurred (a) by way of Senior Secured Notes, as contemplated by paragraph 16(e) of Schedule 5 (Further Amendments, Waivers, Consents and other Modifications) or (b) pursuant to the basket to be implemented in accordance with Paragraph 16(d) of Schedule 5 (Further Amendments, Waivers, Consents and other Modifications) and Paragraph 9 of Schedule 8 (Fifth Amendments, Waivers, Consents and Other Modifications)”.
Senior Secured Notes. The 12.5% Senior Second Lien Secured Notes due 2017 issued by PWI (the “Secured Notes”) will be exchanged for a combination of (i) new first lien senior secured notes in the aggregate principal amount of up to $100 million, with an interest rate of 12.5% payable in kind (the “New First Lien Notes”)1, and (ii) $100 million of newly issued Series A senior preferred stock (the “Series A Senior Preferred Stock”).2 The New First Lien Notes will mature on April 1, 2017, and will have typical first-lien covenants and provisions, including, without limitation, lien maintenance covenants, mandatory prepayments in the event of asset sales and capital raises, and limitations on the incurrence of debt without the consent of the majority of the holders of the New First Lien Notes, unless the proceeds of such debt are used to pay down the New First Lien Notes, and a change of control put. The Series A Senior Preferred Stock will have voting rights as set forth in footnote 3 below,3 a 12.5% cumulative dividend accruing semi-annually (PIK), and a senior liquidation preference over all other equity securities of the Company due on the fifth anniversary of the closing of the Exchange Offer (the “Fifth Anniversary”), payable prior to any distributions on the Series B Preferred Stock or the Common Stock (each defined below). The Series A Senior Preferred Stock will have specific governance rights, and be non-convertible. All terms of the New First Lien Notes and the Series A Senior Preferred Stock shall be reasonably acceptable to the Company and the holders of a majority in principal amount of the Secured Notes (the “Majority Secured Noteholders”). 1 To the extent any holders of the Secured Notes fail to exchange their Secured Notes, the liens securing the New First Lien Notes will be senior to the liens securing the outstanding Secured Notes.
Senior Secured Notes. One Day Demand Notes Thirty Day Demand Notes One Year Fixed Term Notes Three Year Fixed Term Notes Five Year Fixed Term Notes
Senior Secured Notes. In addition to the Notes, each Noteholder is the holder of certain 11 1/8% Senior Secured Notes issued by Gothic Production Corporation ("GPC"), a wholly owned subsidiary of Gothic (the "GPC Notes") and such Noteholder hereby agrees that with respect to any GPC Notes now owned or hereafter acquired by such Noteholder or any affiliate of such Noteholder: (a) such Noteholder will consent to and will not take any action adverse to the terms and conditions of the Restructure Agreement; and (b) such Noteholder will not accelerate any GPC Notes upon the filing of bankruptcy by Gothic.
Senior Secured Notes. The Borrowers have authorized the issue to the Lenders of senior secured notes in the aggregate principal amount up to the Maximum Commitment, to be dated the date of issue thereof, to mature September 30, 2011, to bear interest as provided in Section 2.2 below and to be in the form of Exhibit A hereto (the “Notes”). The Borrowers shall repay the outstanding principal balance of the Notes in full in cash on the Maturity Date, unless accelerated in accordance with Section 10.2 or redeemed or prepaid in accordance with Section 2.3. The term “Notes” as used herein shall include each such senior secured note delivered pursuant to any provision of this Agreement and each such senior secured note delivered in substitution or exchange for, or otherwise in respect of, any other Note pursuant to any such provision.
Senior Secured Notes. (i) The Borrower and Stratus Bermuda shall have received gross cash proceeds of not less than $207,281,500 from the issuance of the Senior Subordinated Notes in a public offering or in a Rule 144A or other private placement to one or more holders. (ii) The Administrative Agent shall have received an executed copy of the Indenture and all other documentation governing the Senior Secured Notes which shall be reasonably satisfactory to it (provided that the terms and conditions of the Senior Secured Notes contained in the preliminary offering memorandum dated March 23, 2010 in respect of such Senior Secured Notes are satisfactory to the Administrative Agent).
Senior Secured Notes. Equity Distribution means 97.5% of the New Common Stock, prior to dilution by the Management Equity Plan.
