Convertible Debt Facility. The Investors understand and agree that XXX and a Majority in Interest of the Investors may amend the terms of this Security Agreement in the future, and that such amendments could provide that loans incurred by the Company in the future (“Future Loans”) and the security interests in the Collateral and the Mortgages (as defined in the Purchase Agreement) that may be granted under such future loans (collectively, “Future Security Interests”) be senior to the obligations under the Notes and the security interests granted hereunder and under the Mortgages. If XXX and a Majority in Interest of the Investors agree to so amend this Security Agreement to effect such Future Loan transactions, each Investor agrees to enter into such agreements as are reasonably requested by XXX and a Majority in Interest to subordinate the Obligations and the security interests granted hereunder and under the Mortgages to the obligations and Future Security Interests arising under the Future Loans.

Convertible Debt Facility. 20 2.10 Changes in Class A Liberty Group Stock............................................................... 20

Convertible Debt Facility. Immediately following the Post-Merger Restructuring Transactions, the Surviving Corporation and Liberty will enter into a convertible debt facility agreement in such form as the Surviving Corporation and Liberty shall mutually agree, consistent with the terms and conditions set forth in this Section 2.9 (the "Convertible Debt Facility Agreement"). The Convertible Debt Facility Agreement shall provide for aggregate credit commitments of $125 million, drawable at the option of the Surviving Corporation in whole or in part at any time during the 48-month period following the Closing Date, subject to borrowing conditions consistent with those provided for in the Company's existing bank credit facility. Such commitments shall be provided by Liberty and, subject to the prior written consent of the Surviving Corporation (which consent shall not unreasonably be withheld), one or more other Persons designated by Liberty (and agreed by such Person). Amounts borrowed by the Surviving Corporation under the Convertible Debt Facility Agreement ("Convertible Loans") shall be unsecured senior subordinated obligations of the Surviving Corporation, ranking junior to the Company's existing bank credit facility and any refinancings thereof, and senior to, or PARI PASSU with, all other existing or subsequently incurred indebtedness of the Surviving Corporation. The Convertible Loans will bear interest at 4.00% per annum, payable quarterly in arrears in cash, and will be convertible at the option of the holder, in whole or in part, at any time prior to maturity, into shares of Surviving Corporation Class B Stock, at a conversion price of $13.00 per share, subject to customary adjustments for stock dividends, stock splits, reverse stock splits, reclassifications, mergers, consolidations and the like. The Convertible Loans will be due and payable in full on the fifth anniversary of the Closing Date and will not be subject to any mandatory principal payments or sinking fund prior to that date. Once borrowed, Convertible Loans will not be prepayable by the Surviving Corporation without the consent of the holder.

Convertible Debt Facility. The definition of “Convertible Debt Facility” in the Security Agreement is amended in its entirety as follows:

Convertible Debt Facility. The Company, the Acquiror Company and the Acquiror Company Shareholder shall use their best efforts to secure financing of not less than $3 million (the “Convertible Debt Facility”) for the Company through the sale of debt instruments convertible into equity of the Acquiror Company. The Company, the Acquiror Company and the Acquiror Company Shareholder shall use their best efforts to close the Convertible Debt Facility on or before June 30, 2010. The Company shall use the proceeds of such Convertible Debt Facility to build infrastructure, execute on existing business commitments and new opportunities with some of its customers as well as to repay the Company’s senior indebtedness of approximately $1.2 million. The Convertible Debt Facility, when fully converted, shall not represent more than 33% of the fully diluted shares of the Acquiror Company prior to the Closing of the Convertible Debt Facility (exclusive of an employee option pool of 10% of the outstanding shares on a fully diluted basis). The maturity of the Convertible Debt Facility shall extend past the maturity of the Additional Financing.

Related to Convertible Debt Facility

Convertible Debt On or prior to the Closing Date, the Company will cause to be cancelled all convertible debt in the Company. For a period of two years from the closing the Company will not issue any convertible debt below $0.90 per share.
Convertible Debentures The Definition of the term "Convertible Debentures" as used in the Master Agreement shall hereinafter include the Additional Debentures.
Additional Debt Facilities To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:
Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.
Subordinated Debt Documents Subject to Section 10.6(m), the failure of any Loan Party to comply with the terms of any intercreditor agreement or any subordination provisions of any note or other document running to the benefit of the Administrative Agent or Lenders, or if any such document becomes null and void or unenforceable against any lender holding the Subordinated Debt.
Convertible Note 9 Section 3.8
Existing Notes The term “
Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at each Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at each Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto.
Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.
Purchase and Sale of Convertible Debentures 5 2.2 Purchase and Sale; Purchase Price................................5 2.2 Execution and Delivery of Documents; the Closing.................6 2.3 The Post-Closing.................................................7

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