Common use of BTA and Related Transactions Clause in Contracts

BTA and Related Transactions. (a) On the date hereof, the “Closing” (as defined in, and contemplated under, the BTA) shall occur (the “BTA Closing”) and Issuer Co shall receive, as consideration for the sale of certain of its assets under the BTA, (i) 12% senior secured notes (the “New Secured Notes”) issued by Finance Co pursuant to that certain Indenture, dated as of the BTA Closing, between Finance Co, the guarantors party thereto as of the BTA Closing, any guarantor that thereafter becomes a party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (“Agent”), in the aggregate principal amount equal to $49,523,334 (the “BTA-Issued New Secured Notes”), and (ii) newly issued ordinary shares in the capital of Finance Co representing 49% of the total issued and outstanding shares in the capital of Finance Co, being 512,589 ordinary shares in the capital of Finance Co (the “Finance Co Equity”) after accounting for the issuance contemplated in Section 1.1(c). (b) Immediately following receipt of the consideration set forth in Section 1.2(a), Issuer Co shall transfer to Newco all of the Finance Co Equity and New Secured Notes that Issuer Co received as set forth in Section 1.2(a), and in exchange therefor, Newco shall transfer a portion of the Convertible Notes Receivable and a portion of the Secured Notes Receivable to Issuer Co as set forth in Section 1.2(d). (c) Immediately following the transactions contemplated under Section 1.2(b), Newco shall distribute the New Secured Notes to the Consenting Noteholders who held Senior Secured Notes (including Bridge Notes) prior to the transaction described in Section 1.1(a) in the aggregate principal amount $49,523,334 of New Secured Notes, as follows: $10,000,000 of New Secured Notes to be distributed to the Consenting Noteholders that held Bridge Notes, pro rata based on their ownership of the Bridge Notes, and $39,523,334 of New Secured Notes to be distributed to the Consenting Noteholders that held Senior Secured Notes (not including any Bridge Notes), pro rata based on their ownership of the Senior Secured Notes (excluding any Bridge Notes). (d) In connection with the transactions contemplated by Section 1.2(b), Newco shall transfer to Issuer Co $42,000,000 of the Convertible Notes Receivable (the remaining portion of the Convertible Notes Receivable not transferred pursuant hereto, the “Further Remaining Convertible Receivable Portion”) and $53,000,000 of the Remaining Secured Notes Receivable inclusive of $8,000,000 of Bridge Notes (the remaining portion of the Remaining Secured Notes Receivable not transferred pursuant hereto, the “Further Remaining Secured Receivable Portion”) in exchange for all of the $49,523,334 of New Secured Notes from Issuer Co and a transfer by Issuer Co to Newco of 512,589 ordinary shares in the capital of Finance Co.