Common use of Senior Secured Notes Clause in Contracts

Senior Secured Notes. The 12.5% Senior Second Lien Secured Notes due 2017 issued by PWI (the “Secured Notes”) will be exchanged for a combination of (i) new first lien senior secured notes in the aggregate principal amount of up to $100 million, with an interest rate of 12.5% payable in kind (the “New First Lien Notes”)1, and (ii) $100 million of newly issued Series A senior preferred stock (the “Series A Senior Preferred Stock”).2 The New First Lien Notes will mature on April 1, 2017, and will have typical first-lien covenants and provisions, including, without limitation, lien maintenance covenants, mandatory prepayments in the event of asset sales and capital raises, and limitations on the incurrence of debt without the consent of the majority of the holders of the New First Lien Notes, unless the proceeds of such debt are used to pay down the New First Lien Notes, and a change of control put. The Series A Senior Preferred Stock will have voting rights as set forth in footnote 3 below,3 a 12.5% cumulative dividend accruing semi-annually (PIK), and a senior liquidation preference over all other equity securities of the Company due on the fifth anniversary of the closing of the Exchange Offer (the “Fifth Anniversary”), payable prior to any distributions on the Series B Preferred Stock or the Common Stock (each defined below). The Series A Senior Preferred Stock will have specific governance rights, and be non-convertible. All terms of the New First Lien Notes and the Series A Senior Preferred Stock shall be reasonably acceptable to the Company and the holders of a majority in principal amount of the Secured Notes (the “Majority Secured Noteholders”). 1 To the extent any holders of the Secured Notes fail to exchange their Secured Notes, the liens securing the New First Lien Notes will be senior to the liens securing the outstanding Secured Notes.