Qualifying Second Lien Indebtedness. Means term Indebtedness of Borrower which is issued pursuant to a credit agreement and other documentation which is determined by the Administrative Agent to be substantively similar to the Credit Agreement and the Loan Documents, provided that: (a) any Liens granted to secure such Indebtedness or guarantees thereof may only be on Property which secures the Obligations and shall be subject and subordinate to the Liens securing the Obligations pursuant to an Intercreditor Agreement
... providing in any event for (i) a standstill period of not less than 120 days in favor of the Lenders under the Credit Agreement (during which period the Administrative Agent and the Lenders will have the exclusive right to proceed against the Collateral), (ii) prohibiting the holders of the Qualifying Second Lien Indebtedness from contesting the validity, perfection or priority of the Liens securing the Obligations, (iii) the release of the Liens supporting the Qualifying Second Lien Indebtedness in the event of the sale or disposition of the Collateral for the Obligations (subject only to the application of any excess proceeds to the Qualifying Second Lien Indebtedness), (iv) consent to any sale under Section 363 of the Bankruptcy Code supported by the majority of the holders of the Obligations (except for rights to a subordinated lien on sale proceeds), and (v) waiver of any right to require "adequate protection" of their lien claims by the holders of the Qualifying Second Lien Indebtedness (except to the extent that the holders of the Obligations receive adequate protection and provided that (A) to the extent that the holders of the Obligations are fully secured, then the holders of the Qualifying Second Lien Indebtedness shall not be prohibited from seeking adequate protection in the form of payments in the amount of current postpetition interest, incurred fees and expenses or other cash payments and (B) the holders of the Qualifying Second Lien Indebtedness may seek a subordinated replacement lien on post-petition assets); (b) such Indebtedness shall not require any amortization or have any mandatory prepayments unless the Obligations have been paid in full (or, such prepayment requirements are no more restrictive than, and apply only after satisfaction 4 of, the requirements of the Credit Agreement), or have any increase to the applicable interest rate or pricing following a date certain; (c) such Indebtedness shall have a maturity which is not shorter than six months following the final maturity of the Obligations; (d) such Indebtedness shall not have the benefit of a cross-default provision in respect of the Obligations with less than a 90 day grace period (but may contain a cross acceleration or cross payment default provision in respect of the Obligations and may be cross defaulted to obligations other than the Obligations in a manner which is similar to the provisions of Section 9.01(e) of the Credit Agreement); and (e) any financial covenants benefiting such Indebtedness shall be less restrictive than those benefiting the Obligations.
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