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Contract analysis / consent-waiver-letter-garrison-trust.docx
consent-waiver-letter-garrison-trust.docx
High · 2
Medium · 2
Standard · 3
Section 1: Recitals and Background
Medium
⚑ Notice / time limit to track
Section 1: Recitals and Background 1.1 Reference to the Indenture The Trustee and the Issuer entered into the Indenture as of March 1, 2020, pursuant to which the Issuer issued $50,000,000 in aggregate principal amount of its 8.25% Senior Unsecured Notes due March 1, 2025. The Notes bear interest at a rate of 8.25% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1
Section 2: Consent and Waiver
Medium
⚑ Forum / governing law
Section 2: Consent and Waiver 2.1 Waiver of the Specified Event of Default In reliance upon the direction and consent of the requisite holders described in Section 1.4 above, and subject to the terms and conditions set forth in Section 2.2 below, Garrison Trust Company, in its capacity as Trustee under the Indenture, hereby waives the Specified Event of Default arising from the Issuer's failure to make the scheduled
Section 3: Representations of the Issuer
Standard
⚑ Commercial term
Section 3: Representations of the Issuer As a material inducement to the Trustee and the holders of the Notes to provide the waiver set forth herein, the Issuer hereby represents and warrants to the Trustee as follows: 3.1 Authority. The Issuer represents and warrants that (a) it is a société anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic; (b) it has the corpora
Section 4: Reservation of Rights
High
⚑ Non-compete / exclusivity restraint
Section 4: Reservation of Rights 4.1 Limited Scope of Waiver The waiver set forth in Section 2 of this letter is limited solely and exclusively to the Specified Event of Default, being the failure by the Issuer to make the semi-annual interest payment of $2,062,500 due on the Notes on December 1, 2022. This waiver shall not be construed, interpreted, or deemed to constitute a waiver of (a) any other provision, covena
Section 5: Miscellaneous Provisions
High
⚑ Non-compete / exclusivity restraint
Section 5: Miscellaneous Provisions 5.1 Governing Law This letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction, consistent with Section 13.08 of the Indenture. Each of the partie
1. Notes Remain Outstanding and Unimpaired. The Notes shall remain outstanding following t
1. Notes Remain Outstanding and Unimpaired. The Notes shall remain outstanding following the closing of the Restructuring. The Notes are classified as "unimpaired" under the RSA, meaning that no term, condition, covenant, or provision of the Indenture or the Notes shall be amended, modified, supplemented, waived, or otherwise altered in connection with the Restructuring or any transaction contemplated thereby.
2. No Modification of the Indenture. The Indenture dated as of March 1, 2020, between the
2. No Modification of the Indenture. The Indenture dated as of March 1, 2020, between the Issuer and Garrison Trust Company, as Trustee, shall remain in full force and effect in accordance with its original terms. No supplemental indenture or amendment to the Indenture shall be required, executed, or delivered in connection with the Restructuring.
3. Payment of Missed December 1, 2022 Coupon. The Issuer's missed semi-annual interest pay
3. Payment of Missed December 1, 2022 Coupon. The Issuer's missed semi-annual interest payment of $2,062,500 that was due and payable on December 1, 2022, together with any additional interest that has accrued thereon from December 1, 2022, through the date of actual payment, shall be paid in full to the Trustee for the account of the holders of the Notes on or before the closing date of the Restructuring. All such p
4. Continuation of Future Payments. All future scheduled payments of interest on the Notes
Standard
⚑ Commercial term
4. Continuation of Future Payments. All future scheduled payments of interest on the Notes shall continue to be made in accordance with the terms of the Indenture, including the semi-annual interest payments due on June 1 and December 1 of each year, each in the amount of $2,062,500. The interest rate on the Notes shall remain 8.25% per annum, and the record dates, payment dates, and payment mechanics shall continue
5. Maturity Date Unchanged. The maturity date of the Notes shall remain March 1, 2025. On
Standard
⚑ Commercial term
5. Maturity Date Unchanged. The maturity date of the Notes shall remain March 1, 2025. On the maturity date, the Issuer shall repay the aggregate outstanding principal amount of $50,000,000, together with all accrued and unpaid interest thereon, in accordance with the terms of the Indenture.
6. No Subordination or Priming. The RSA does not contemplate any change in the relative pr
6. No Subordination or Priming. The RSA does not contemplate any change in the relative priority or ranking of the Notes. The Notes shall continue to rank as senior unsecured obligations of the Issuer. The RSA does not authorize or contemplate the incurrence of any indebtedness that would be senior to the Notes on an unsecured basis, nor does it authorize the grant of any liens or security interests that would be inc
7. Holder Rights Preserved. All rights, remedies, and entitlements of the holders of the N
7. Holder Rights Preserved. All rights, remedies, and entitlements of the holders of the Notes under the Indenture, at law, and in equity shall be preserved in full and shall not be impaired, diminished, or otherwise adversely affected by the Restructuring or any transaction contemplated by the RSA. [End of Annex B]