Common use of Senior Secured Noteholder Private Placement Clause in Contracts

Senior Secured Noteholder Private Placement. On the date hereof, (a) each Consenting Noteholder that owns or controls Senior Secured Notes and who has agreed, pursuant to the terms of the Transaction Support Agreement, to participate in the Secured Debt Private Placement, shall pay to Newco by wire transfer of immediately available funds pursuant to the wire instructions set forth on Schedule B attached hereto, the amount set forth opposite the name of such Consenting Noteholder on Schedule C attached hereto in the column entitled “Cash Consideration”, which amounts shall equal an aggregate of $13,000,000 (the “SSN Cash Consideration”), and (b) in exchange, Newco (and GP) shall issue to each such Consenting Noteholder the number of new limited partner interests in Newco (and corresponding membership interests in GP) set forth opposite the name of such Consenting Noteholder on Schedule C attached hereto in the column entitled “New Money Equity Interests” in an amount that reflects $0.65 per interest (the “Discounted Per Share Value”, which reflects a 35% discount to a per interest value of $1.00 (the “Per Share Value”, being reflective of a total equity value of the Company Entities of $50 million) (the “Senior Secured Noteholder Private Placement”). In addition, each such Consenting Noteholder that participates in the Senior Secured Noteholder Private Placement in accordance with the above shall receive its applicable share (based off its participation percentage in connection with the Senior Secured Noteholder Private Placement) of an aggregate of $20,000,000 in new limited partner interests in Newco (and corresponding membership interests in GP) at the Per Share Value, which applicable interests are specified opposite the name of each such Consenting Noteholder on Schedule C attached hereto in the column entitled “Additional Newco Equity Interests”.