Takeback Exit Facility definition

Takeback Exit Facility means a financing facility to be entered into by the Reorganized Debtors in the principal amount of $60 million, which shall (i) accrue interest, payable in-kind, at a rate of 2.00%, (ii) be secured by all assets of the Reorganized Debtors, (iii) mature on the date that is seven (7) years from the Plan Effective Date, and (iv) include an event of default in the event (x) any judgment or judgments are rendered against any one or more of the Reorganized Debtors in an amount in excess of $7,500,000 in the aggregate or (y) any Reorganized Debtor fails to pay and discharge any obligation or liability timely when due in excess of $5,000,000 in the aggregate and such obligation remains unpaid and past due for more than 90 days, and shall otherwise include customary terms and conditions for a facility of this kind and be acceptable to the Debtors and the Required Consenting First Lien Noteholders and reasonably acceptable to the Required Consenting Second Lien Term Lenders.
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Takeback Exit Facility. On the Plan Effective Date, the Reorganized Debtors shall enter into a “takeback” exit financing facility in the principal amount of $60 million, which shall (i) accrue interest, payable in-kind, at a rate of 2.00%, (ii) be secured by all assets of the Reorganized Debtors, (iii) mature on the date that is seven (7) years from the Plan Effective Date, and (iv) include an event of default in the event (x) a judgment or judgments are rendered against any one or more of the Reorganized Debtors in an amount in excess of $7,500,000 in the aggregate or (y) a Reorganized Debtor or Reorganized Debtors fail to pay and discharge any obligation or liability timely when due in excess of $5,000,000 in the aggregate and such obligation remains unpaid and past due for more than 90 days, and shall otherwise include customary terms and conditions for a facility of this kind and be acceptable to the Company and the Required Consenting First Lien Noteholders and reasonably acceptable to the Required Consenting Second Lien Term Lenders (the “Takeback Exit Facility”). New Common Stock and New Warrants On the Plan Effective Date, Reorganized LCI shall issue a single class of common equity interests (the “New Common Stock”). The New Common Stock shall be distributed in accordance with this Restructuring Term Sheet, the Restructuring Transactions Memorandum, and the Plan. The Plan will provide for a distribution of new warrants (“New Warrants”) issued pursuant to a new warrant agreement (the “New Warrant Agreement”) to holders of Second Lien Term Loan Claims. The New Warrants will be exercisable into 12.5% of the New Common Stock, calculated as of the Plan Effective Date (subject to dilution on account of the Management Incentive Plan), at a price implied by a post-Restructuring Transactions equity value of $315 million. Any New Common Stock and any New Warrants (including any shares of New Common Stock issuable upon the exercise thereof) issued under the Plan shall be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to section 4(a)(2) thereunder, and will be considered “restricted securities” as defined by Rule 144 of the Securities Act and may not be resold under the Securities Act or applicable state securities laws absent an effective registration statement, or pursuant to an applicable exemption from registration, under the Securities Act and applicable state securities laws and subject to any restrictions in...
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Examples of Takeback Exit Facility in a sentence

  • On the Effective Date, the Reorganized Debtors shall enter into the Takeback Exit Facility pursuant to the Takeback Exit Documents.

  • To the extent provided in the Takeback Exit Documents, the Takeback Exit Facility Agent is authorized to file with the appropriate authorities mortgages, financing statements and other documents, and to take any other action in order to evidence, validate, and perfect such Liens or security interests.

  • To the extent provided in the Takeback Exit Documents, the Takeback Exit Facility agent is authorized to file with the appropriate authorities mortgages, financing statements and other documents, and to take any other action in order to evidence, validate, and perfect such Liens or security interests.

  • The Debtors and the Reorganized Debtors, as applicable, shall fund distributions under the Plan with: (1) Cash on hand, including Cash from operations; (2) the New Common Stock; (3) the New Warrants; (4) the Takeback Exit Facility; and (5) the New RCF.

  • The holding period for any interest in the Takeback Exit Facility received in the exchange should begin on the day following the date the U.S. Holder receives such interest.

  • A U.S. Holder should obtain a tax basis in the Takeback Exit Facility equal to its fair market value.

  • A U.S. Holder should obtain a tax basis in the Takeback Exit Facility equal to its issue price.

  • The holding period for any interest in the Takeback Exit Facility, New Common Stock and New Warrants received in the exchange should begin on the day following the date the U.S. Holder receives such interest.

  • The U.S Holders of the Second Lien Senior Secured Notes Claims will receive both New Common Stock and New Warrants and will be treated as receiving a debt instrument (the Takeback Exit Facility) as well as other property (i.e., New Common Stock and New Warrants).

  • The issue price of the Takeback Exit Facility will depend, in part, on the issue price of the “investment unit” (i.e., the Takeback Exit Facility and the New Common Stock for the U.S. Holders of the First Lien Senior Secured Notes; and the Takeback Exit Facility, New Common Stock, and New Warrants for the U.S. Holders of the Second Lien Senior Secured Notes Claims), and the respective fair market values of the elements of consideration that compose the investment unit.

Related to Takeback Exit Facility

  • Exit Facility means a credit facility that will be entered into by the City, the Exit Facility Agent and the other financial institutions party thereto on the Effective Date on substantially the terms set forth on Exhibit I.A.119.

  • Exit Facilities means, collectively, the Exit ABL Facility and the Exit Term Loan Facility.

  • Exit Facility Term Sheet means the Exit Facility Term Sheet attached as Exhibit 2 to Exhibit B of the Restructuring Support Agreement.

  • Exit Facility Agent means the agent under the Exit Facility.

  • Exit Facility Lenders means each of the lenders under the Exit Facility Credit Agreement, solely in their respective capacities as such.

  • Exit Facility Documents means, collectively, the Exit Credit Agreement, and all other agreements, documents, and instruments delivered or entered into in connection with the Exit Facility, including any guarantee agreements, pledge and collateral agreements, UCC financing statements or other perfection documents, intercreditor agreements, subordination agreements, fee letters, and other security documents.

  • Refinancing Facility has the meaning specified in Section 2.16(a).

  • Exit Financing means the financing under the Exit Facility.

  • Term Loan Facilities means the Term Loan A Facility and the Term Loan B Facility.

  • New Credit Facility is defined in Section 9.8.

  • Credit Facility shall include any agreement or instrument (1) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (3) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.

  • Debt Facility means any Senior Facility and any Second Priority Debt Facility.

  • Credit Facilities means one or more debt facilities (including the Credit Agreement) or commercial paper facilities providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, or any debt securities or other form of debt financing (including convertible or exchangeable debt instruments), in each case, as amended, supplemented, modified, extended, renewed, restated or refunded in whole or in part from time to time.

  • Debt Facilities means one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or issuances of debt securities evidenced by notes, debentures, bonds or similar instruments, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities) in whole or in part from time to time (and whether or not with the original administrative agent, lenders or trustee or another administrative agent or agents, other lenders or trustee and whether provided under the original Credit Agreement or any other credit or other agreement or indenture).

  • Credit Facility Indebtedness means any and all amounts, whether outstanding on the Issue Date or thereafter Incurred, payable under or in respect of any Credit Facility, including without limitation principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.

  • Refinancing Facility Agreement means a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the Agent, among Holdings, the Borrower, each Subsidiary of the Borrower party to this Agreement, the Agent and one or more Refinancing Lenders, establishing Refinancing Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.26.

  • Existing Credit Facilities means (a) the 364-Day Credit Agreement dated as of February 28, 2012 among TMCC, TMFNL, TFSUK, TLG, TCPR, TCCI and TKG, the lenders party thereto, BNP Paribas, as administrative agent, swing line agent and swing line lender, Citibank, N.A., as syndication agent and swing line lender, Bank of America, N.A., as syndication agent and swing line lender, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as syndication agent, and JPMorgan Chase Bank, N.A., as documentation agent, (b) the Three Year Credit Agreement dated as of March 1, 2011, as amended by Amendment No. 1 dated as of February 28, 2012, among TMCC, TMFNL, TFSUK, TLG, TCPR, TCCI and TKG, the lenders party thereto, BNP Paribas, as administrative agent, swing line agent and swing line lender, Citibank, N.A., as syndication agent and swing line lender, Bank of America, N.A., as syndication agent and swing line lender, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as syndication agent, and JPMorgan Chase Bank, N.A., as documentation agent, and (c) the Five Year Credit Agreement dated as of March 1, 2011, as amended by Amendment No. 1 dated as of February 28, 2012, among TMCC, TMFNL, TFSUK, TLG, TCPR, TCCI and TKG, the lenders party thereto, BNP Paribas, as administrative agent, swing line agent and swing line lender, Citibank, N.A., as syndication agent and swing line lender, Bank of America, N.A., as syndication agent and swing line lender, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as syndication agent, and JPMorgan Chase Bank, N.A., as documentation agent.

  • Existing Credit Facility means the credit facility evidenced by that certain Credit Agreement, dated as of October 26, 2006, by and among the Borrower, the lenders party thereto, and JPMCB, as administrative agent, as amended.

  • Credit Agreement Refinancing Indebtedness means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Lien Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred or Other Revolving Commitments obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans, outstanding Revolving Loans or (in the case of Other Revolving Commitments obtained pursuant to a Refinancing Amendment) Revolving Commitments, outstanding loans under any Incremental Revolving Facility or undrawn commitments under any Incremental Revolving Facility (“Refinanced Debt”); provided that (i) such extending, renewing, replacing or refinancing Indebtedness (including, if such Indebtedness includes any Other Revolving Commitments, the unused portion of such Other Revolving Commitments) is in an original aggregate principal amount not greater than the sum of the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused commitments under any Incremental Revolving Facility or Other Revolving Commitments, the amount thereof) plus all accrued and unpaid interest and fees thereon and expenses incurred in connection with such extension, renewal, replacement or refinancing, (ii) such Indebtedness has a maturity that is equal to or later than and, except in the case of Other Revolving Commitments, a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt, and (iii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided that to the extent that such Refinanced Debt consists, in whole or in part, of commitments under any Incremental Revolving Facility or Other Revolving Commitments (or loans incurred pursuant to any Incremental Revolving Facility or Other Revolving Loans), such commitments shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

  • Incremental Term Loan Facility has the meaning set forth in Section 2.16(a).

  • Initial Term Loan Facility means the Initial Term Loan Commitments and the provisions herein related to the Initial Term Loans.

  • Second Lien Facility means the second lien term loan facility under the Second Lien Credit Agreement.

  • Extended Revolving Credit Facility means each Class of Extended Revolving Credit Commitments established pursuant to Section 2.15(a)(ii).

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Bridge Facility means the Commitments and any Advances made thereunder.

  • Additional Senior Debt Facility means each indenture or other governing agreement with respect to any Additional Senior Debt.