Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions. For all purposes of this First Supplemental Indenture, the following terms shall have the meanings specified below: "Effective Date" has the meaning assigned to such term in Section 3.01 hereof. "Exchange Agreement" means the Exchange Agreement dated as of December 8, 2023, among the Issuer and the exchanging Holders party thereto, as the same may be amended, supplemented, or otherwise mod

Section 1.02 — Rules of Construction. Unless the context otherwise requires: (a) References herein to specific Articles, Sections, Exhibits, and other subdivisions are to the corresponding Articles, Sections, Exhibits, and other subdivisions of this First Supplemental Indenture unless otherwise indicated. (b) References in this First Supplemental Indenture to specific Sections of the Original Indenture are to such Se

ARTICLE II — EXIT CONSENT AMENDMENTS

Section 2.01 — Deletion of Restrictive Covenants. Effective as of the Effective Date, the following Sections of the Original Indenture are hereby deleted in their entirety and replaced with the text "[Intentionally Deleted]": (a) Section 4.03 (Limitation on Incurrence of Additional Indebtedness) — which formerly restricted the ability of the Issuer and its Restricted Subsidiaries to incur, create, assume, or otherwis

Section 2.02 — Deletion of Events of Default. Effective as of the Effective Date, the following clauses of Section 6.01 of the Original Indenture (which sets forth the Events of Default under the Original Indenture) are hereby deleted in their entirety: (a) Clause (c) — Failure to comply with covenants: The Event of Default triggered by the failure of the Issuer or any Restricted Subsidiary to comply with any of the

Section 2.03 — Deletion of Reporting and Information Covenants. Effective as of the Effective Date, the following Sections of the Original Indenture are hereby deleted in their entirety and replaced with the text "[Intentionally Deleted]": (a) Section 4.15 (Annual Reports) — which formerly obligated the Issuer to furnish to the Trustee and to each Holder, within 120 days after the end of each fiscal year, audited con

Section 2.04 — Modification of Remaining Covenants. Effective as of the Effective Date, the following Sections of the Original Indenture are hereby amended or retained as indicated below: (a) Section 4.01 (Corporate Existence) — Section 4.01 of the Original Indenture is hereby amended and restated in its entirety as follows: "Section 4.01. Corporate Existence. The Issuer shall do or cause to be done all things necess

Section 2.05 — Deletion of Security and Collateral Provisions. Effective as of the Effective Date: (a) All references in the Original Indenture to the "Collateral," "Security Documents," "Second Lien Collateral Agent," "Collateral Agent," "Secured Parties," and the Issuer's obligations to maintain, preserve, protect, perfect, or grant security interests in any property or assets are hereby deleted in their entirety a

Section 2.06 — Deletion of Guarantee Provisions. Effective as of the Effective Date, all provisions of the Original Indenture relating to subsidiary guarantees of the Notes are hereby deleted in their entirety, including, without limitation, the definitions of "Guarantor," "Guarantee," and "Subsidiary Guarantee," and all obligations of any Subsidiary of the Issuer to guarantee the payment or performance of the Issuer

Section 2.07 — Deletion of Redemption and Repurchase Provisions. Effective as of the Effective Date, all provisions of the Original Indenture relating to optional redemption of the Notes by the Issuer (including, without limitation, make-whole redemption provisions, equity clawback redemption provisions, and any other provisions permitting the Issuer to redeem Notes prior to stated maturity) and all provisions relati

Section 2.08 — Amendment to Defeasance Provisions. Effective as of the Effective Date, Sections 8.02 (Legal Defeasance) and 8.03 (Covenant Defeasance) of the Original Indenture, together with all related provisions of Article VIII of the Original Indenture pertaining to the conditions, procedures, and effects of legal defeasance and covenant defeasance, are hereby deleted in their entirety and replaced with the text

Section 2.09 — Conforming Amendments to Definitions. Effective as of the Effective Date, the following defined terms set forth in Section 1.01 of the Original Indenture are hereby amended or deleted, as applicable, to conform to the Exit Consent Amendments set forth in this Article II: (a) The following defined terms are hereby deleted in their entirety: "Permitted Indebtedness" "Permitted Liens" "Restricted Payment"

Section 3.01 — Effective Date. This First Supplemental Indenture shall become effective upon the due execution and delivery hereof by each of the Issuer and the Trustee (the date of such execution and delivery, the "Effective Date"). The parties hereto acknowledge and confirm that the execution and delivery of this First Supplemental Indenture is occurring concurrently with, and is conditioned upon, the consummation

Section 3.02 — Conditions Precedent to Effectiveness. The effectiveness of this First Supplemental Indenture is subject to the prior or concurrent satisfaction of each of the following conditions: (a) Execution and Delivery. The Trustee shall have received this First Supplemental Indenture, duly executed and delivered by the Issuer. (b) Evidence of Consents. The Trustee shall have received evidence satisfactory to it

ARTICLE IV — EFFECT ON ORIGINAL INDENTURE AND NOTES

Section 4.01 — Original Indenture as Supplemented. Except as expressly amended, supplemented, or otherwise modified by this First Supplemental Indenture, the Original Indenture shall remain in full force and effect and is hereby ratified and confirmed in all respects. The Original Indenture, as amended and supplemented by this First Supplemental Indenture, shall be read together and construed as a single instrument f

Section 4.02 — Effect on Notes. The Exit Consent Amendments set forth in Article II hereof shall be binding upon all Holders of the Notes, including, without limitation, Holders who did not deliver consents in connection with the Consent Solicitation or who affirmatively declined to consent. As of the final consent deadline, Holders of approximately $5,500,000 in aggregate principal amount of Notes (constituting appr

Section 4.03 — No Impairment of Payment Rights. Nothing contained in this First Supplemental Indenture shall impair or otherwise adversely affect the right of any Holder to receive payment of the principal of, or interest on, its Notes on or after the respective dates on which such payments are due and payable, solely in accordance with the terms of such Notes as in effect prior to the execution of this First Supplem

Section 4.04 — References in Notes. All Notes authenticated and delivered by the Trustee after the Effective Date in connection with any transfer, exchange, or replacement of outstanding Notes shall bear a notation or legend substantially in the form set forth in Exhibit B hereto, referencing this First Supplemental Indenture and the Exit Consent Amendments, or shall be issued in a form of Note that reflects the Exit

Section 5.01 — Trustee Disclaimer. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture, the Notes, or the recitals contained herein, all of which recitals are made solely by the Issuer. The Trustee makes no representation as to, and shall have no responsibility for, the validity, adequacy, or value of the consideration rec

Section 5.02 — Trustee's Rights and Protections. Following the Effective Date, the Trustee shall be entitled to all of the rights, protections, immunities, and indemnities afforded to it under the Original Indenture (including, without limitation, Sections 7.01 through 7.08 thereof), which provisions are hereby incorporated by reference as though fully set forth herein. Without limiting the generality of the foregoin

Section 5.03 — Trustee Fees and Expenses. The Issuer hereby agrees to pay all reasonable fees and expenses of Continental Fiduciary Trust Company, in its capacity as Trustee, incurred in connection with the negotiation, preparation, review, execution, and delivery of this First Supplemental Indenture, including the reasonable fees and disbursements of counsel to the Trustee, which fees and expenses are included withi

Section 5.04 — Continuing Role. Following the Effective Date, the duties, responsibilities, and obligations of the Trustee under the Indenture as amended by this First Supplemental Indenture shall be limited to the following: (a) receiving and distributing payments of principal of and interest on the Notes in accordance with the terms of the Indenture and the Notes; (b) maintaining the register of Holders in accordan

Section 6.01 — Governing Law. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction; provided, however, that Section 5-1401 of the New York General Obligations Law shall apply. Each of the parties hereto irrevocably submits to th

Section 6.02 — Successors and Assigns. All covenants, agreements, representations, and warranties in this First Supplemental Indenture by or on behalf of the Issuer or the Trustee shall bind and inure to the benefit of the respective successors and assigns of each such party, whether so expressed or not. Without limiting the generality of the foregoing, all obligations of the Issuer hereunder shall be binding upon an

Section 6.03 — Severability. In the event that any provision of this First Supplemental Indenture is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, and such remaining provisions shall continue in full force and effect. The parties hereto shall endeavo

Section 6.04 — Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of which when taken together shall constitute one and the same instrument. The exchange of copies of this First Supplemental Indenture and of signature pages hereto by facsimile transmission or by electronic transmission in portable doc

Section 6.05 — Headings. The headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. Any table of contents that may accompany this First Supplemental Indenture is for convenience of reference only and shall not be considered in c

Section 6.06 — Entire Agreement. This First Supplemental Indenture, together with the Original Indenture (as amended and supplemented hereby), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, agreements, understandings, and commitments (whether written or oral) among the parties hereto relating t

Section 6.07 — Notices. All notices, requests, demands, and other communications under this First Supplemental Indenture shall be in writing and shall be deemed to have been duly given or made when delivered in person, when sent by registered or certified mail (postage prepaid, return receipt requested), when sent by nationally recognized overnight delivery service (charges prepaid), or when transmitted by facsimile

Section 6.08 — No Personal Liability. No past, present, or future director, officer, employee, incorporator, member, manager, partner, stockholder, agent, or other representative of the Issuer (in each such person's individual capacity) shall have any personal liability in respect of the obligations of the Issuer under this First Supplemental Indenture, the Notes, or the Indenture, by reason of his or her status as s

Section 6.09 — USA PATRIOT Act. The Trustee hereby notifies the Issuer that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56, signed into law on October 26, 2001) (the "Patriot Act"), the Trustee is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The information the Tru

1. Requisite Consents. As of the final consent deadline of November 3, 2023, valid and unrevoked consents to the Exit Consent Amendments (as defined in the First Supplemental Indenture) were received from Holders of not less than 66⅔% in aggregate principal amount of the outstanding 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP 861537 AA 2) (the "Notes"). Specifically, consents were received from H

2. Board Authorization. The Board of Directors of the Issuer has duly authorized the execution, delivery, and performance by the Issuer of the First Supplemental Indenture and the transactions contemplated thereby, pursuant to resolutions duly adopted at a meeting of the Board of Directors held on December 11, 2023 (the "Board Resolutions"). A true and correct copy of the Board Resolutions is attached hereto and has

3. Conditions Precedent. All conditions precedent under the Original Indenture to the execution and delivery by the Issuer and the Trustee of the First Supplemental Indenture have been satisfied, including, without limitation, the conditions set forth in Section 9.02 of the Original Indenture.

4. Compliance with Indenture. The execution and delivery of the First Supplemental Indenture comply with all applicable provisions of the Original Indenture, including, without limitation, the provisions of Article IX thereof relating to supplemental indentures with the consent of Holders. The Exit Consent Amendments do not modify any provision constituting a "Sacred Right" as defined in Section 9.02 of the Original

5. Officer Status. The undersigned is a duly elected and acting officer of the Issuer with the authority to execute and deliver this Officers' Certificate on behalf of the Issuer. The undersigned has carefully reviewed the terms of the First Supplemental Indenture, has made such examination and investigation as is necessary to enable the undersigned to express an informed view as to whether the conditions precedent r