Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
The Bankruptcy Filing described in Item 1.03 above
constituted an event of default with respect to the following debt instruments (the
Debt Documents
):
(a)
Indenture, dated as of November 10, 2004, by and among the Company, and Deutsche Bank Trust Company Americas, as Trustee, with respect to approximately $51,000 principal amount, together with accrued and unpaid interest on outstanding debt
securities in the form of 1.875%% Convertible Subordinated Notes due 2024;
(b) Indenture, dated as of September 27, 2007,
between the Company and Deutsche Bank Trust Company Americas, as Trustee, with respect to approximately $150,000,000 principal amount, together with accrued and unpaid interest on outstanding debt securities in the form of 3.875% Convertible
Subordinated Notes due 2027;
(c) Indenture, dated as of July 26, 2011, by and among Company and Deutsche Bank Trust
Company Americas, as Trustee, with respect to approximately $100,000,000 principal amount, together with accrued and unpaid interest on outstanding debt securities in the form of 2.75% Convertible Senior Subordinated Notes due 2041(the
2.75% Notes
); and
(d) Credit Agreement dated September 11, 2012 by and among the Company, the lenders
signatory thereto and P-Wave Holdings LLC, as Agent (the
Credit Agreement
) with respect to approximately $35,000,000 principal amount, together with accrued and unpaid interest outstanding.
The Bankruptcy Filing described in Item 1.03 above also constituted an event of default with respect to the Real Estate Lease
between the Company and AGNL Antenna, LP dated October 21, 2011 regarding the Companys corporate headquarters (
Real Estate Lease
).
The Debt Documents provide that as a result of the Bankruptcy Filing the principal amount (and, in the case of the 2.75% Notes, all accreted principal), and all accrued and unpaid interest under the Debt
Documents shall be immediately due and payable. In addition, the Bankruptcy Filing resulted in the termination of the lending commitment under the Credit Agreement. Any efforts to enforce the payment obligations under the Debt Documents or the
default under the Real Estate Lease are stayed as a result of the Bankruptcy Filing and the creditors rights of enforcement in respect of the Debt Documents and the Real Estate Lease are subject to the applicable provisions of the Bankruptcy
Code.