Common use of Springing Maturity Offer Clause in Contracts

Springing Maturity Offer. (a) If the GM Second Lien Indebtedness has not been refinanced in full with Refinancing Indebtedness (or terminated and, if applicable, repaid without any refinancing) on or prior to June 30, 2013, each Holder shall have the right to require the Issuer to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s Notes on such date at a purchase price in cash equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (b) In the event the GM Second Lien Indebtedness has not been refinanced in full with Refinancing Indebtedness (or terminated and, if applicable, repaid without any refinancing) on or prior to June 30, 2013, the Issuer shall mail a notice (the “Springing Maturity Offer”) thereafter, but no later than August 15, 2013, to each Holder at the address appearing in the security register, with a copy to the Trustee, stating: (i) that a Springing Maturity Offer is being made and that such Holder has the right to require the Issuer to purchase such Holder’s Notes on September 30, 2013 at a purchase price in cash equal to 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date) (the “Springing Maturity Payment”); (ii) the repurchase date (which shall be September 30, 2013) (the “Springing Maturity Payment Date”); and (iii) the procedures determined by the Issuer, consistent with this Indenture, that a Holder must follow in order to have its Notes repurchased. (c) On the Springing Maturity Payment Date, the Issuer shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Springing Maturity Offer; (ii) deposit with the Paying Agent an amount equal to the Springing Maturity Payment in respect of all Notes or portions of Notes so tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. Notwithstanding anything herein to the contrary, to the extent that the GM Second Lien Indebtedness has been refinanced in full with Refinancing Indebtedness (or terminated and, if applicable, repaid without any refinancing) on or prior to the Springing Maturity Payment Date, the Issuer shall not be required to purchase Notes pursuant to the Springing Maturity Offer (whether or not the GM Access Agreement is in effect). (d) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Springing Maturity Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or larger integral multiples of $1,000. (e) If the Springing Maturity Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender pursuant to the Springing Maturity Offer. (f) The Issuer shall publicly announce the results of the Springing Maturity Offer on or as soon as practicable after the Springing Maturity Payment Date. (g) The Issuer shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder in connection with the repurchase of Notes pursuant to a Springing Maturity Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of such conflict.

Springing Maturity Offer. (a) If the GM Second Lien Indebtedness has not been refinanced Existing Senior Subordinated Notes in full with Refinancing Indebtedness (or terminated andan aggregate principal amount of more than $25.0 million remain outstanding on May 31, if applicable, repaid without any refinancing) on or prior to June 30, 20132012, each Holder shall have the right to require the Issuer Company to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s Notes on such date at a purchase price in cash equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date). (b) In the event the GM Second Lien Indebtedness has not been refinanced Existing Senior Subordinated Notes in full with Refinancing Indebtedness (or terminated andan aggregate principal amount of more than $25.0 million remain outstanding on April 27, if applicable, repaid without any refinancing) on or prior to June 30, 20132012, the Issuer Company shall mail a notice (the “Springing Maturity Offer”) thereafterno earlier than April 1, but 2012 and no later than August 15April 27, 2013, 2012 to each Holder at the address appearing in the security registerNote Register, with a copy to the Trustee, stating: (i) that a Springing Maturity Offer is being made and that such Holder has the right to require the Issuer Company to purchase such Holder’s Notes on September 30May 31, 2013 2012 at a purchase price in cash equal to 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a Record Date record date to receive interest on the relevant Interest Payment Date) (the “Springing Maturity Payment”); (ii) the repurchase date (which shall be September 30May 31, 20132012) (the “Springing Maturity Payment Date”); and (iii) the procedures determined by the IssuerCompany, consistent with this Indenture, that a Holder must follow in order to have its Notes repurchased. (c) On the Springing Maturity Payment DateMay 31, 2012, the Issuer Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Springing Maturity Offer; (ii) deposit with the Paying Agent an amount equal to the Springing Maturity Payment in respect of all Notes or portions of Notes so tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. Notwithstanding anything herein to the contrary, to the extent that the GM Second Lien Indebtedness has been refinanced there are not Existing Senior Subordinated Notes in full with Refinancing Indebtedness (or terminated andan aggregate principal amount of more than $25.0 million outstanding as of May 31, if applicable, repaid without any refinancing) on or prior to the Springing Maturity Payment Date2012, the Issuer Company shall not be required to purchase Notes pursuant to the Springing Maturity Offer (whether or not the GM Access Agreement is in effect)Offer. (d) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Springing Maturity Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or larger integral multiples of $1,000. (e) If the Springing Maturity Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall will be payable to Holders who tender pursuant to the Springing Maturity Offer. (f) The Issuer Company shall publicly announce the results of the Springing Maturity Offer on or as soon as practicable after the Springing Maturity Payment Date. (g) The Issuer Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder in connection with the repurchase of Notes pursuant to a Springing Maturity Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.103.12, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of such conflict.

Springing Maturity Offer. (a) If In the GM Second Lien Indebtedness has event that the Co-Issuer’s 7.375% First Priority Ship Mortgage Notes due 2022 in an aggregate principal amount of more than $130.0 million have not been repaid or refinanced in full with Refinancing (provided that any Indebtedness (refinancing the Co-Issuer’s 7.375% First Priority Ship Mortgage Notes due 2022 shall have a maturity no earlier than the 191st day following the maturity of the Notes, and if such refinancing Indebtedness matures earlier than such 191st day following the maturity of the Notes, then this Section 4.23 shall apply mutatis mutandis to such refinancing Indebtedness)(the “Threshold Amount”) of the Ship Mortgage Notes are held by persons other than the Company or terminated and, if applicable, repaid without any refinancing) its Subsidiaries on or prior to June 30September 5, 20132021 (a “Springing Maturity Offer Trigger”), each Holder shall have the right Co-Issuers will make an offer (a “Springing Maturity Offer”) to require the Issuer all Holders of Notes to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s purchase their Notes on such date at a purchase price in cash equal to 100% of the principal amount of the Notes plus accrued and unpaid interestinterest to, if anybut not including, to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (b) In the event the GM Second Lien Indebtedness has not been refinanced in full with Refinancing Indebtedness (or terminated and, if applicable, repaid without any refinancing) on or prior to June 30, 2013, the Issuer shall mail a notice (the “Springing Maturity Offer”) thereafter, but no later than August 15, 2013, to each Holder at the address appearing in the security register, with a copy to the Trustee, stating: (i) that a Springing Maturity Offer is being made and that such Holder has the right to require the Issuer to purchase such Holder’s Notes on September 30, 2013 at a purchase price in cash equal to 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date) (the “Springing Maturity Payment”); (ii) the repurchase date (which shall be September 30, 2013) (the “Springing Maturity Payment Date”); and (iii) the procedures determined by the Issuer, consistent with this Indentureprovided, that a Holder must follow in order upon the Initial Repayment, the Threshold Amount shall be increased to have its Notes repurchased. (c) $615.0 million. On the Springing Maturity Payment Date, the Issuer shall, to the extent lawful: (i) Co-Issuers will accept for payment purchase all Notes or portions of Notes properly tendered pursuant to in the Springing Maturity Offer;Offer against payment of the offer price in cash. (iib) deposit with the Paying Agent an amount equal to the Within 30 days following any Springing Maturity Payment in respect of all Notes Offer Trigger, the Co-Issuers shall deliver electronically or portions of Notes so tendered; and (iii) deliver mail or cause to be delivered electronically or mailed a notice to each Holder, with a copy to the Trustee the Trustee, offering to repurchase Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. Notwithstanding anything herein to the contrary, to the extent that the GM Second Lien Indebtedness has been refinanced in full with Refinancing Indebtedness (or terminated and, if applicable, repaid without any refinancing) on or prior to the Springing Maturity Payment Date, which date shall be no earlier than 30 days and no later than 60 days from the Issuer shall not date such notice is electronically delivered or mailed, other than as may be required to purchase Notes pursuant to by law. The Co-Issuers will notify the Springing Maturity Offer (whether or not the GM Access Agreement is in effect). (d) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Springing Maturity Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion Holders of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount writing of $2,000 or larger integral multiples of $1,000. (e) If the Springing Maturity Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender pursuant to the Springing Maturity Offer. (f) The Issuer shall publicly announce the results of the Springing Maturity Offer on or as soon as practicable after the Springing Maturity Payment Date. (gc) The Issuer shall Co-Issuers will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder in connection with the repurchase of Notes pursuant to a Springing Maturity Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.10Indenture, the Issuer shall Co-Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under described in this Indenture by virtue of such the conflict.

Springing Maturity Offer. (a) If In the GM Second Lien Indebtedness has event that the Co-Issuer’s 7.375% First Priority Ship Mortgage Notes due 2022 in an aggregate principal amount of more than $130.0 million have not been repaid or refinanced in full with Refinancing (provided that any Indebtedness (or terminated andrefinancing the Co-Issuer’s 7.375% First Priority Ship Mortgage Notes due 2022 shall have a maturity no earlier than the 191st day following the maturity of the Notes, and if applicablesuch refinancing Indebtedness matures earlier than such 191st day following the maturity of the Notes, repaid without any refinancingthen this Section 4.23 shall apply mutatis mutandis to such refinancing Indebtedness) on or prior to June 30September 5, 20132021, each Holder shall have the right Co-Issuers will make an offer (a “Springing Maturity Offer”) to require the Issuer all Holders of Notes to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s purchase their Notes on such date at a purchase price in cash equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, interest to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (b) In the event the GM Second Lien Indebtedness has not been refinanced in full with Refinancing Indebtedness (or terminated and, if applicable, repaid without any refinancing) on or prior to June 30, 2013, the Issuer shall mail a notice (the “Springing Maturity Offer”) thereafter, but no later than August 15, 2013, to each Holder at the address appearing in the security register, with a copy to the Trustee, stating: (i) that a Springing Maturity Offer is being made and that such Holder has the right to require the Issuer to purchase such Holder’s Notes on September 30, 2013 at a purchase price in cash equal to 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date) (the “Springing Maturity Payment”); (ii) the repurchase date (which shall be September 30, 2013) (the “Springing Maturity Payment Date”); and (iii) the procedures determined by the Issuer, consistent with this Indenture, that a Holder must follow in order to have its Notes repurchased. (c) . On the Springing Maturity Payment Date, the Issuer shall, to the extent lawful: (i) Co-Issuers will accept for payment purchase all Notes or portions of Notes properly tendered pursuant to in the Springing Maturity Offer;Offer against payment of the offer price in cash. (iib) deposit with the Paying Agent an amount equal to the Within 30 days following any Springing Maturity Payment in respect of all Notes Offer, the Co-Issuers shall deliver electronically or portions of Notes so tendered; and (iii) deliver mail or cause to be delivered electronically or mailed a notice to each Holder, with a copy to the Trustee the Trustee, offering to repurchase Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. Notwithstanding anything herein to the contrary, to the extent that the GM Second Lien Indebtedness has been refinanced in full with Refinancing Indebtedness (or terminated and, if applicable, repaid without any refinancing) on or prior to the Springing Maturity Payment Date, which date shall be no earlier than 30 days and no later than 60 days from the Issuer shall not date such notice is electronically delivered or mailed, other than as may be required to purchase Notes pursuant to by law. The Co-Issuers will notify the Springing Maturity Offer (whether or not the GM Access Agreement is in effect). (d) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Springing Maturity Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion Holders of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount writing of $2,000 or larger integral multiples of $1,000. (e) If the Springing Maturity Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender pursuant to the Springing Maturity Offer. (f) The Issuer shall publicly announce the results of the Springing Maturity Offer on or as soon as practicable after the Springing Maturity Payment Date. (gc) The Issuer shall Co-Issuers will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder in connection with the repurchase of Notes pursuant to a Springing Maturity Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.10Indenture, the Issuer shall Co-Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under described in this Indenture by virtue of such the conflict.

Springing Maturity Offer. (a) If In the GM Second Lien Indebtedness has not been refinanced in full with Refinancing Indebtedness (or terminated and, if applicable, repaid without any refinancing) on or prior to June 30, 2013, each Holder shall have the right to require the Issuer to repurchase all or any part (in integral multiples of $1,000 except event that no Note may be tendered in part if the remaining principal amount would be less more than $2,000130.0 million (the “Threshold Amount”) of such Holder’s the Ship Mortgage Notes are held by persons other than the Company or its Subsidiaries on such date September 5, 2021 (a “Springing Maturity Offer Trigger”), the Co-Issuers will make an offer (a “Springing Maturity Offer”) to all Holders of Notes to purchase their Notes at a purchase price in cash equal to 100% of the principal amount of the Notes plus accrued and unpaid interestinterest to, if anybut not including, to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (b) In the event the GM Second Lien Indebtedness has not been refinanced in full with Refinancing Indebtedness (or terminated and, if applicable, repaid without any refinancing) on or prior to June 30, 2013, the Issuer shall mail a notice (the “Springing Maturity Offer”) thereafter, but no later than August 15, 2013, to each Holder at the address appearing in the security register, with a copy to the Trustee, stating: (i) that a Springing Maturity Offer is being made and that such Holder has the right to require the Issuer to purchase such Holder’s Notes on September 30, 2013 at a purchase price in cash equal to 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date) (the “Springing Maturity Payment”); (ii) the repurchase date (which shall be September 30, 2013) (the “Springing Maturity Payment Date”); and (iii) the procedures determined by the Issuer, consistent with this Indentureprovided, that a Holder must follow in order upon the Initial Repayment, the Threshold Amount shall be increased to have its Notes repurchased. (c) $615.0 million. On the Springing Maturity Payment Date, the Issuer shall, to the extent lawful: (i) Co-Issuers will accept for payment purchase all Notes or portions of Notes properly tendered pursuant to in the Springing Maturity Offer;Offer against payment of the offer price in cash. (iib) deposit with the Paying Agent an amount equal to the Within 30 days following any Springing Maturity Payment in respect of all Notes Offer Trigger, the Co-Issuers shall deliver electronically or portions of Notes so tendered; and (iii) deliver mail or cause to be delivered electronically or mailed a notice to each Holder, with a copy to the Trustee the Trustee, offering to repurchase Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. Notwithstanding anything herein to the contrary, to the extent that the GM Second Lien Indebtedness has been refinanced in full with Refinancing Indebtedness (or terminated and, if applicable, repaid without any refinancing) on or prior to the Springing Maturity Payment Date, which date shall be no earlier than 30 days and no later than 60 days from the Issuer shall not date such notice is electronically delivered or mailed, other than as may be required to purchase Notes pursuant to by law. The Co-Issuers will notify the Springing Maturity Offer (whether or not the GM Access Agreement is in effect). (d) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Springing Maturity Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion Holders of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount writing of $2,000 or larger integral multiples of $1,000. (e) If the Springing Maturity Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender pursuant to the Springing Maturity Offer. (f) The Issuer shall publicly announce the results of the Springing Maturity Offer on or as soon as practicable after the Springing Maturity Payment Date. (gc) The Issuer shall Co-Issuers will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder in connection with the repurchase of Notes pursuant to a Springing Maturity Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.10Indenture, the Issuer shall Co-Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under described in this Indenture by virtue of such the conflict.