RSA Premium. In consideration for entry into the Agreement, each Consenting Noteholder was paid a premium (the “RSA Premium”) payable in cash equal to the accrued interest outstanding as of the Agreement Effective Date under the Notes held by each Consenting Noteholder. The RSA Premium was (i) fully earned by each Consenting Noteholder upon execution of the Existing RSA or a Joinder by such Consenting Noteholder on or before the date (the “RSA Premium Outside Date”) that was the later of (1) five (5) business days after the Agreement Effective Date or (2) such other date as agreed to in writing between the Company and the Required Consenting Noteholders and (ii) paid by the Company on the date on which the applicable Consenting Noteholder executed the Agreement or a Joinder, but in no event later than the RSA Premium Outside Date. For the avoidance of doubt, any RSA Premium shall not reduce the amount of any Notes Claims (including, without limitation, any Notes Claims on account of accrued and unpaid interest), but rather shall be in addition to any such Notes Claims. In the event that a Consenting Noteholder acquired additional Notes Claims from a party that was not a Consenting Noteholder or otherwise bound to comply with the terms of this Agreement prior to the RSA Premium Outside Date, such Consenting Noteholder was entitled to receive the RSA Premium with respect to such additional Notes Claims.
RSA Premium. The RSA Premium shall be: (i) fully earned by a Consenting Creditor upon execution of this Agreement or a Joinder by such Consenting Creditor on or before the RSA Premium Outside Date or such other date as agreed to in writing between the Company and the Required Consenting Creditors and (ii) payable on the RSA Premium Payment Date.
RSA Premium. (i) Subject to Section 4(e)(ii), if the Company has not commenced the Chapter 11 Case by the Outside Petition Date for a reason other than the failure of the Consenting Senior Noteholders to comply in good faith with their obligations under this Agreement, the Company shall pay in cash to each Consenting Senior Noteholder on December 1, 2017, its pro rata share of $21,210,000.00 (the “RSA Premium”); provided that each Consenting Senior Noteholder’s pro rata share of such payment shall be determined by using the proportion of (x) the principal amount of Senior Notes held by such Consenting Senior Noteholder to (y) the aggregate principal amount of all Senior Notes held by all Consenting Senior Noteholders; provided further that, if the RSA Premium is paid (i) each Consenting Senior Noteholder that has indefeasibly been paid its portion of the RSA Premium shall without further action be deemed to have waived irrevocably and for all purposes, including without limitation the Senior Notes and the Indenture and the Prepackaged Plan or any other chapter 11 plan, and to the fullest extent permitted by law, its entitlement to payment of, or a claim for, its pro rata share of the interest payment payable under the Senior Notes Indenture on December 15, 2017 (the “December Interest Payment”), (ii) any amount received by such Consenting Senior Noteholder on account of the December Interest Payment shall be paid to the Company in cash within five (5) business days of its receipt (the “Turnover Payment”), and (iii) such Consenting Senior Noteholder shall take all such further actions and execute and deliver such further agreements, instruments and other documents, as the Company shall reasonably request to fully effectuate the waiver and Turnover Payment required hereby. For the avoidance of doubt, a Consenting Senior Noteholder’s Turnover Payment shall not exceed the pro rata share of the RSA Premium received by that Consenting Senior Noteholder under this provision.
(ii) A Consenting Senior Noteholder shall not be entitled to any RSA Premium if it has not delivered to the Company its executed signature page to this Agreement prior to the expiration of the solicitation period for the Prepackaged Plan.
