First-priority perfected lien on substantially all assets of the Issuers and Guarantors, including material personal property and capital stock of subsidiaries; pari passu with Credit Agreement obligations
Covenants
Incurrence-based: limitations on additional debt/preferred stock, restricted payments, liens, affiliate transactions, mergers/consolidations, asset sales, subsidiary dividend restrictions. Change of control put at 101%.
Prepayment
Pre-Jun 15 2027: make-whole premium, equity clawback up to 40% at 107.5%, annual 10% at 103%. Jun 15 2027: 103.75%. Jun 15 2028: 101.875%. Jun 15 2029+: par. Bullet maturity, no amortization.