Common use of Redemption of Second Lien Notes; Amendment of Second Lien Term Loan Documents Clause in Contracts

Redemption of Second Lien Notes; Amendment of Second Lien Term Loan Documents. The Borrower will not, and will not permit any Restricted Subsidiary to: (26) prior to the date that is ninety-one (91) days after the Maturity Date, call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Second Lien Notes, provided that the Borrower may optionally prepay the Second Lien Notes, including refinancings thereof, if (A) no Default or Event of Default has occurred and is continuing or would exist after giving effect to such prepayment or refinancing, and (B) after giving effect to such prepayment or refinancing, the Borrower would have liquidity (which shall include undrawn availability under the then existing Borrowing Base) of at least $25,000,000 of cash or Investments permitted by Section 9.05(c), Section 9.05(d), Section 9.05(e) or Section 9.05(f) and (27) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Second Lien Term Loan Document if (a) the effect thereof would be to shorten the maturity of the Second Lien Notes or shorten the average life or increase the amount of any payment of principal thereof or increase the rate or add call or pre-payment premiums or shorten any period for payment of interest thereon, (b) such action requires the payment of a consent fee (howsoever described), (c) such action adds additional Property as collateral to secure the Second Lien Notes unless the Borrower complies with Section 8.14(e) or (d) such action adds any covenants or defaults without this Agreement being contemporaneously amended to add substantially similar covenants or defaults, provided that the foregoing shall not prohibit the execution of supplemental agreements to add guarantors if required by the terms thereof provided that any such guarantor also guarantees the Indebtedness pursuant to the Guaranty Agreement and each of the Borrower and such guarantor otherwise complies with Section 8.14(d).

Redemption of Second Lien Notes; Amendment of Second Lien Term Loan Documents. The Borrower will not, and will not permit any Restricted Subsidiary to: (26i) prior to the date that is ninety-one (91) 90 days after the Maturity Termination Date, call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Second Lien Notes, provided that the Borrower may optionally prepay the Second Lien Notes, including refinancings thereof, if (A) no Default or Event of Default has occurred and is continuing or would exist after giving effect to such prepayment or refinancing, and (B) after giving effect to such prepayment or refinancing, the Borrower would have liquidity (which shall include undrawn at least $5,000,000 of unused availability under the then existing Borrowing Base) of at least $25,000,000 of cash or Investments permitted by Section 9.05(c)Commitments, Section 9.05(d), Section 9.05(e) or Section 9.05(f) and (27ii) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Second Lien Term Loan Document if (aA) the effect thereof would be to shorten the maturity of the Second Lien Notes or shorten the average life or increase the amount of any payment of principal thereof or increase the rate or add call or pre-payment premiums or shorten any period for payment of interest thereon, (bB) such action requires the payment of a consent fee (howsoever described), (cC) such action adds additional Property as collateral to secure the Second Lien Notes unless the Borrower complies with Section 8.14(e) or (d) 8.13 such action adds any covenants or defaults without this Agreement being contemporaneously amended to add substantially similar covenants or defaults, provided that the foregoing shall not prohibit the execution of supplemental agreements to add guarantors if required by the terms thereof provided that any such guarantor also guarantees the Indebtedness pursuant to the Guaranty Agreement and each of the Borrower and such guarantor otherwise complies with Section 8.14(d).8.13, and (iii) designate any Debt (other than obligations of the Borrower and the Subsidiaries pursuant to the Loan Documents) as “Senior Indebtedness” or give any such other Debt any other similar designation

Redemption of Second Lien Notes; Amendment of Second Lien Term Loan Documents. The Borrower will not, and will not permit any Restricted Subsidiary to: (26i) prior to the date that is ninety-one ninety (9190) days after the Maturity Termination Date, call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Second Lien Notes, provided that the Borrower may optionally prepay the Second Lien Notes, including refinancings thereof, if (A) no Default or Event of Default has occurred and is continuing or would exist after giving effect to such prepayment or refinancing, and (B) after giving effect to such prepayment or refinancing, the Borrower would have liquidity (which shall include undrawn at least $5,000,000 of unused availability under the then existing Borrowing Base) of at least $25,000,000 of cash or Investments permitted by Section 9.05(c)Commitments, Section 9.05(d), Section 9.05(e) or Section 9.05(f) and (27ii) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Second Lien Term Loan Document if (aA) the effect thereof would be to shorten the maturity of the Second Lien Notes or shorten the average life or increase the amount of any payment of principal thereof or increase the rate or add call or pre-payment premiums or shorten any period for payment of interest thereon, (bB) such action requires the payment of a consent fee (howsoever described), (cC) such action adds additional Property as collateral to secure the Second Lien Notes unless the Borrower complies with Section 8.14(e) 8.13 or (dD) such action adds any covenants or defaults without this Agreement being contemporaneously amended to add substantially similar covenants or defaults, provided that the foregoing shall not prohibit the execution of supplemental agreements to add guarantors if required by the terms thereof provided that any such guarantor also guarantees the Indebtedness pursuant to the Guaranty Agreement and each of the Borrower and such guarantor otherwise complies with Section 8.14(d).8.13, and (iii) designate any Debt (other than obligations of the Borrower and the Subsidiaries pursuant to the Loan Documents) as “Senior Indebtedness” or give any such other Debt any other similar designation

Redemption of Second Lien Notes; Amendment of Second Lien Term Loan Documents. The Borrower will not, and will not permit any Restricted Subsidiary Company to: (26i) prior to the date that is ninety-one (91) days after the Maturity Stated-Termination Date, call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Second Lien Notes, provided that the Borrower may optionally prepay the Second Lien Notes, including refinancings thereof, if (A) no Potential Default or Event of Default has occurred and is continuing or would exist after giving effect to such prepayment or refinancing, and (B) after giving effect to such prepayment or refinancing, the Borrower would have liquidity (which shall include undrawn availability under the then existing Borrowing Base) of at least $25,000,000 of cash unused availability under the then effective Borrowing Base, or Investments permitted by Section 9.05(c), Section 9.05(d), Section 9.05(e) or Section 9.05(f) and (27ii) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Second Lien Term Loan Document if (aA) the effect thereof would be to shorten the maturity of the Second Lien Notes or shorten the average life or increase the amount of any payment of principal thereof or increase the rate or add call or pre-payment premiums or shorten any period for payment of interest thereon, (bB) such action requires the payment of a consent fee (howsoever described), (cC) such action adds additional Property as collateral to secure the Second Lien Notes unless the Borrower complies with Section 8.14(e) 5.6 or (dD) such action adds any covenants or defaults without this Agreement agreement being contemporaneously amended to add substantially similar covenants or defaults, provided that the foregoing shall not prohibit the execution of supplemental agreements to add guarantors if required by the terms thereof provided that any such guarantor also guarantees the Indebtedness Obligation pursuant to the Guaranty Agreement a written guaranty in form and substance satisfactory to Administrative Agent and each of the Borrower and such guarantor otherwise complies with Section 8.14(d)5.1.” 2.5 Article X. Article X is hereby amended by adding a Section 10.4 to read as follows:

Redemption of Second Lien Notes; Amendment of Second Lien Term Loan Documents. The Borrower will not, and will not permit any Restricted Subsidiary to: (261) prior to the date that is ninety-one (91) days after the Maturity Date, call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Second Lien Notes, provided that the Borrower may optionally prepay the Second Lien Notes with the cash proceeds of a substantially concurrent offering of Equity Interests of the Borrower or with the cash proceeds of the substantially concurrent issuance of Senior Notes, including refinancings thereof, if (A) no Default or Event of Default has occurred and is continuing or would exist after giving effect to such prepayment or refinancing, and (B) after giving effect to such prepayment or refinancing, the Borrower would have liquidity (which shall include undrawn availability under the then existing Borrowing Base) of at least $25,000,000 of cash or unencumbered Investments permitted by Section 9.05(c), Section 9.05(d), Section 9.05(e) or Section 9.05(f) and (272) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Second Lien Term Loan Document if (a) the effect thereof would be to shorten the maturity of the Second Lien Notes or shorten the average life or increase the amount of any payment of principal thereof or increase the rate or add call or pre-payment premiums or shorten any period for payment of interest thereon, (b) such action requires the payment of a consent fee (howsoever described), (c) such action adds additional Property as collateral to secure the Second Lien Notes unless the Borrower complies with Section 8.14(e) or (d) such action adds any covenants or defaults without this Agreement being contemporaneously amended to add substantially similar covenants or defaults, provided that the foregoing shall not prohibit the execution of supplemental agreements to add guarantors if required by the terms thereof provided that any such guarantor also guarantees the Indebtedness pursuant to the Guaranty Agreement and each of the Borrower and such guarantor otherwise complies with Section 8.14(d).

Redemption of Second Lien Notes; Amendment of Second Lien Term Loan Documents. The Borrower will not, and will not permit any Restricted Subsidiary Company to: (26i) prior to the date that is ninety-one (91) days after the Maturity Stated-Termination Date, call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Second Lien Notes, provided that the Borrower may optionally prepay the Second Lien Notes, including refinancings thereof, if (A) no Potential Default or Event of Default has occurred and is continuing or would exist after giving effect to such prepayment or refinancing, and (B) after giving effect to such prepayment or refinancing, the Borrower would have liquidity (which shall include undrawn at least $15,000,000 of unused availability under the then existing Borrowing Base) of at least $25,000,000 of cash or Investments permitted by Section 9.05(c)Commitments, Section 9.05(d), Section 9.05(e) or Section 9.05(f) and (27ii) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Second Lien Term Loan Document if (aA) the effect thereof would be to shorten the maturity of the Second Lien Notes or shorten the average life or increase the amount of any payment of principal thereof or increase the rate or add call or pre-payment premiums or shorten any period for payment of interest thereon, (bB) such action requires the payment of a consent fee (howsoever described), (cC) such action adds additional Property as collateral to secure the Second Lien Notes unless the Borrower complies with Section 8.14(e) 5.6 or (dD) such action adds any covenants or defaults without this Agreement agreement being contemporaneously amended to add substantially similar covenants or defaults, provided that the foregoing shall not prohibit the execution of supplemental agreements to add guarantors if required by the terms thereof provided that any such guarantor also guarantees the Indebtedness Obligation pursuant to the Guaranty Agreement a written guaranty in form and substance satisfactory to Administrative Agent and each of the Borrower and such guarantor otherwise complies with Section 8.14(d)5.1, and (iii) designate any Debt (other than obligations of Borrower and the Restricted Companies pursuant to the Loan Documents) as “Senior Indebtedness” or give any such other Debt any other similar designation.

Redemption of Second Lien Notes; Amendment of Second Lien Term Loan Documents. The Borrower will not, and will not permit any Restricted Subsidiary to: (26i) prior to the date that is ninety-one (91) days after the Maturity Date, call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Second Lien Notes, provided that the Borrower may optionally prepay the Second Lien Notes, including refinancings thereof, if (A) no Default or Event of Default has occurred and is continuing or would exist after giving effect to such prepayment or refinancing, and (B) after giving effect to such prepayment or refinancing, the Borrower would have liquidity (which shall include undrawn at least $15,000,000 of unused availability under the then existing Borrowing Base) of at least $25,000,000 of cash or Investments permitted by Section 9.05(c)Commitments, Section 9.05(d), Section 9.05(e) or Section 9.05(f) and (27ii) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Second Lien Term Loan Document if (aA) the effect thereof would be to shorten the maturity of the Second Lien Notes or shorten the average life or increase the amount of any payment of principal thereof or increase the rate or add call or pre-payment premiums or shorten any period for payment of interest thereon, (bB) such action requires the payment of a consent fee (howsoever described), (cC) such action adds additional Property as collateral to secure the Second Lien Notes unless the Borrower complies with Section 8.14(e) or (dD) such action adds any covenants or defaults without this Agreement being contemporaneously amended to add substantially similar covenants or defaults, provided that the foregoing shall not prohibit the execution of supplemental agreements to add guarantors if required by the terms thereof provided that any such guarantor also guarantees the Indebtedness pursuant to the Guaranty Agreement and each of the Borrower and such guarantor otherwise complies with Section 8.14(d), and (iii) designate any Debt (other than obligations of the Borrower and the Restricted Subsidiaries pursuant to the Loan Documents) as “Specified Senior Indebtedness” or “Specified Guarantor Senior Indebtedness” or give any such other Debt any other similar designation.