Table of Contents
measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, a subsidiary guarantor would be considered insolvent
- the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
- the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing
debts, including contingent liabilities, as they become absolute and mature; or
- it could not pay its debts as they become due.
- what standard a court would apply in order to determine whether a subsidiary guarantor was insolvent as of the date it issued the guarantee or
whether, regardless of the method of valuation, a court would determine that the subsidiary guarantor was insolvent on that date; or
- whether a court would determine that the payments under the guarantee constituted fraudulent transfers or conveyances on other grounds.
the event that the guarantee of the New Notes by a subsidiary guarantor is voided as a fraudulent conveyance, holders of the New Notes would effectively be subordinated to all
indebtedness and other liabilities of that subsidiary guarantor.
If we experience a change of control, URNA will be required to make an offer to repurchase the New Notes.
However, URNA may be unable to do so due to lack of funds or covenant restrictions.
If we experience a change of control (as defined in the indenture governing the New Notes), URNA will be required to make an offer to repurchase
all outstanding New Notes at the applicable percentage of their principal amount, plus accrued but unpaid interest, if any, to the date of repurchase. However, URNA may be unable to do so
- URNA might not have enough available funds, particularly since a change of control could cause part or all of our other indebtedness to become
- the agreements governing the ABL Facility would, and other indebtedness may, prohibit URNA from repurchasing the New Notes, unless we were able
to obtain a waiver or refinance such indebtedness.
failure to make an offer to repurchase the New Notes upon a change of control would give rise to an event of default under the indenture governing the New Notes and could result in an
acceleration of amounts due thereunder. Any such default and acceleration under one indenture could trigger a cross-default under our and URNA's other indebtedness. In addition, any such default under
one indenture would trigger a default under the ABL Facility (which could result in the acceleration of all indebtedness thereunder) and a termination event under our accounts receivable
securitization facility. A change of control (as defined in the agreement governing the ABL Facility), in and of itself, is also an event of default under the ABL Facility, which would entitle our
lenders to accelerate all amounts owing thereunder. In the event of any such acceleration, there can be no assurance that we will have
enough cash to repay our outstanding indebtedness, including the New Notes. In addition, such acceleration could cause a default under the New Notes.