Unsecured Noteholder definition
Examples of Unsecured Noteholder in a sentence
For the purposes of the preceding sentence, upon any person becoming a Senior Secured Noteholder, Second Lien Noteholder, High Yield Noteholder or Unsecured Noteholder, such person shall be deemed a Party provided that such person is deemed to be a Party under the terms of the relevant Notes Indenture.
In the event of a disagreement between the Company Parties and any Consenting Stakeholder regarding whether an Amendment constitutes MNPI, a Consenting Unsecured Noteholder or Consenting Term Loan Lender may publicly disclose such Amendment only if such Consenting Unsecured Noteholder or Consenting Term Loan Lender, as applicable, in good faith and upon the advice of counsel, believes that such Amendment constitutes MNPI.
Notwithstanding anything to the contrary herein, the Parties acknowledge that Wilmington Trust’s execution of this Agreement is not binding on or a limitation of the rights of any Senior Unsecured Noteholder.
The Parties acknowledge that this restriction does not apply to any Senior Unsecured Noteholder that is not a Supporting Senior Unsecured Noteholder or a Joining Supporting Party.
Any Secured Noteholder or Unsecured Noteholder may, at any time after the RSA Effective Time, become a party to this Agreement as a Supporting Noteholder (an “Additional Party”) by executing a joinder agreement substantially in the form attached as Exhibit C hereto (an “Additional Party Joinder”), pursuant to which such Additional Party shall be bound by the terms of this Agreement as a Supporting Noteholder hereunder.
The New Second Lien Notes and New Third Lien Notes shall be issued in minimum increments of $1,000 in U.S. dollars and the amount of New Second Lien Notes and/or New Third Lien Notes that any Senior Unsecured Noteholder may become entitled to pursuant to the Transaction shall in each case be rounded down to the nearest multiple of $1,000 in U.S. dollars without compensation therefor.
Upon consummation of the Exchange Offer on the Effective Date, each Unsecured Noteholder who has tendered its Unsecured Notes into the Exchange Offer will exchange a portion of its tendered Unsecured Notes, at par, into its Pro Rata Share (as defined below) of $250 million of MT Preferred Equity, with the balance of its tendered Unsecured Notes exchanged at par into New Third Lien Notes.
If to the Supporting Unsecured Noteholders, to the addresses set forth below each Supporting Unsecured Noteholder’s signature to this Agreement (if any), as the case may be, and if such Supporting Unsecured Noteholder is a member of the Unsecured Notes Ad Hoc Group, with a copy (which shall not constitute notice) to: ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇.
On the Effective Date, Memorial Parent Newco and the Unsecured Noteholders will enter into a registration rights agreement providing for customary registration rights exercisable by any Unsecured Noteholder that (a) beneficially owns at least 10% of the New Common Shares or (b) furnishes an opinion of legal counsel to the effect that such Unsecured Noteholder could reasonably be considered to be an affiliate of Memorial Parent Newco for purposes of Rule 144 of the Securities Act of 1933, as amended.
The Unsecured Noteholder Agreement shall have been executed and delivered by all parties thereto, and the transactions contemplated by the Unsecured Noteholder Agreement shall have been consummated.