Exhibit 10.18

EXECUTION COPY

 

 

$2,155,000,000

SENIOR UNSECURED PIK ELECTION BRIDGE LOAN CREDIT AGREEMENT

Dated as of February 4, 2008

among

SERAFINA ACQUISITION LIMITED,

as the Initial Borrower

to be assigned to and assumed by

INTELSAT (BERMUDA), LTD.,

as Borrower

The Several LENDERS

from Time to Time Parties Hereto

CREDIT SUISSE, CAYMAN ISLANDS BRANCH

as Administrative Agent

BANC OF AMERICA BRIDGE LLC,

as Syndication Agent

MORGAN STANLEY SENIOR FUNDING, INC.

as Documentation Agent

and

CREDIT SUISSE SECURITIES (USA) LLC,

BANC OF AMERICA SECURITIES LLC and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers and Joint Bookrunners

Cahill Gordon & Reindel LLP

Eighty Pine Street

New York, New York 10005

 

 

 

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TABLE OF CONTENTS

 

				Page
SECTION 1.		DEFINITIONS		2
1.1.		Defined Terms		2
SECTION 2.		AMOUNT AND TERMS OF CREDIT		48
2.1.		Commitments		48
2.2.		Minimum Amount of Each Borrowing		49
2.3.		Notice of Borrowing		49
2.4.		Disbursement of Funds		49
2.5.		Repayment of Loans; Evidence of Debt		50
2.6.		Continuations		51
2.7.		Pro Rata Borrowings		51
2.8.		Interest		51
2.9.		Interest Periods		53
2.10.		Increased Costs, Illegality, etc		53
2.11.		Compensation		55
2.12.		Change of Lending Office		55
2.13.		Notice of Certain Costs		56
SECTION 3.		EXTENSION AND EXCHANGE		56
3.1.		Extension of Facility		56
3.2.		Execution of Exchange Note Indenture		56
3.3.		Option to Exchange Loans or Extended Term Loans for Exchange Notes		57
3.4.		No Registration Rights with Respect to Exchange Notes		59
SECTION 4.		FEES; COMMITMENTS		59
4.1.		Fees		59
4.2.		Mandatory Termination of Commitments		60
SECTION 5.		PAYMENTS		60
5.1.		Voluntary Prepayments		60
5.2.		Mandatory Prepayments		60
5.3.		Method and Place of Payment		62
5.4.		Net Payments		63
5.5.		Computations of Interest and Fees		65
5.6.		Limit on Rate of Interest		65
SECTION 6.		CONDITIONS PRECEDENT TO INITIAL BORROWING ON THE CLOSING DATE		65

 

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6.1.		Executed Counterparts to this Agreement		65
6.2.		Representations and Warranties		65
6.3.		[Reserved]		66
6.4.		Other Conditions Precedent		66
6.5.		Limitation on Conditions Precedent		67
SECTION 7.		[RESERVED]		67
SECTION 8.		REPRESENTATIONS, WARRANTIES AND AGREEMENTS		67
8.1.		Corporate Status		67
8.2.		Corporate Power and Authority; Enforceability of Credit Documents		68
8.3.		No Violation		68
8.4.		Litigation		68
8.5.		Margin Regulations		68
8.6.		[Reserved]		68
8.7.		Investment Company Act		68
8.8.		True and Complete Disclosure		68
8.9.		Financial Condition; Financial Statements; No Material Adverse Change		69
8.10.		Tax Returns and Payments		69
8.11.		Compliance With ERISA		70
8.12.		Subsidiaries		71
8.13.		Patents, etc		71
8.14.		Environmental Laws		71
8.15.		Properties		71
8.16.		Solvency		71
SECTION 9.		AFFIRMATIVE COVENANTS		71
9.1.		Reports and Other Information		72
9.2.		[Reserved]		73
9.3.		Maintenance of Insurance		73
9.4.		Payment of Taxes		75
9.5.		Consolidated Corporate Franchises		75
9.6.		Compliance with Statutes, Regulations, etc		75
9.7.		ERISA		75
9.8.		Maintenance of Properties		76
9.9.		The Transactions		76
9.10.		[Reserved]		76
9.11.		[Reserved]		76
9.12.		Use of Proceeds		76
9.13.		[Reserved]		76
9.14.		Further Instruments and Acts		76
9.15.		[Reserved]		76
9.16.		Intelsat General Corporation		76
9.17.		Refinancing Of Loans		77

 

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SECTION 10.		NEGATIVE COVENANTS		80
10.1.		Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		80
10.2.		Limitation on Restricted Payments		86
10.3.		Dividend and Other Payment Restrictions Affecting Subsidiaries		94
10.4.		Asset Sales		96
10.5.		Transactions With Affiliates		98
10.6.		Change Of Control		101
10.7.		Future Guarantors		101
10.8.		Liens		102
10.9.		Suspension of Covenants		102
10.10.		When Borrower May Merge or Transfer Assets		104
10.11.		Successor Company Substituted		106
SECTION 11.		[RESERVED]		106
SECTION 12.		EVENTS OF DEFAULT		106
12.1.		Events of Default		106
12.2.		Acceleration		108
12.3.		Other Remedies		108
12.4.		Waiver of Past Defaults		109
12.5.		Control by Majority		109
12.6.		Limitation on Suits		109
12.7.		Rights of the Lenders to Receive Payment		110
12.8.		Priorities		110
SECTION 13.		THE ADMINISTRATIVE AGENT		110
13.1.		Appointment		110
13.2.		Delegation of Duties		110
13.3.		Exculpatory Provisions		110
13.4.		Reliance by Administrative Agent		111
13.5.		Notice of Default		111
13.6.		Non-Reliance on Administrative Agent and Other Lenders		112
13.7.		Indemnification		112
13.8.		Administrative Agent in its Individual Capacity		112
13.9.		Successor Agent		113
13.10.		Withholding Tax		113
SECTION 14.		MISCELLANEOUS		113
14.1.		Amendments and Waivers		113
14.2.		Notices		115
14.3.		No Waiver; Cumulative Remedies		116
14.4.		Survival of Representations and Warranties		117

 

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14.5.		Payment of Expenses and Taxes		117
14.6.		Successors And Assigns; Participations And Assignments		117
14.7.		Replacements of Lenders Under Certain Circumstances		121
14.8.		Adjustments; Set-Off		122
14.9.		Counterparts		123
14.10.		Severability		123
14.11.		Integration		123
14.12.		GOVERNING LAW		123
14.13.		Submission to Jurisdiction; Consent to Service; Waivers		123
14.14.		Acknowledgments		124
14.15.		WAIVERS OF JURY TRIAL		124
14.16.		Confidentiality		125
14.17.		[Reserved]		125
14.18.		USA Patriot Act		125
14.19.		Conversion Of Currencies		125

 

SCHEDULES
Schedule 1.1(a) Commitments and Addresses of Lenders

 

EXHIBITS
Exhibit A-1		Form of Exchange Notice
Exhibit A-2		Form of Guarantee
Exhibit A-3		Form of Assumption Agreement
Exhibit A-4		Form of PIK Election Notice
Exhibit B-1		Form of Legal Opinion of Latham & Watkins LLP
Exhibit B-2		Form of Legal Opinion of Bermuda Counsel
Exhibit B-3		Form of Legal Opinion of Regulatory Counsel
Exhibit C		Form of Closing Certificate
Exhibit D		Form of Assignment and Acceptance
Exhibit E		Form of Promissory Note
Exhibit F		Form of Notice of Borrowing
Exhibit G		Offering Memorandum
Exhibit H		Form of Description of Notes for Exchange Notes and Take-Out Securities

 

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SENIOR UNSECURED PIK ELECTION BRIDGE LOAN CREDIT AGREEMENT, dated as of February 4, 2008 (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”), among SERAFINA ACQUISITION LIMITED (the “ Initial Borrower ”), the lending institutions from time to time parties hereto (each a “ Lender ” and, collectively, the “ Lenders ”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, BANC OF AMERICA BRIDGE LLC, as Syndication Agent, MORGAN STANLEY SENIOR FUNDING, INC., as Documentation Agent, and CREDIT SUISSE SECURITIES (USA) LLC, BANC OF AMERICA SECURITIES LLC and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Joint Bookrunners (such terms and each other capitalized term used but not defined in this introductory statement and recitals having the meaning provided in Section 1).

WHEREAS, the Initial Borrower intends to acquire Intelsat Holdings pursuant to the terms of the Transaction Agreement (the “ Acquisition ”);

WHEREAS, in connection with the Acquisition, the Initial Borrower intended to offer and issue (i) $2,805,000,000 in aggregate principal amount of its Senior Notes and (ii) $2,155,000,000 in aggregate principal amount of its Senior PIK Notes in the Notes Offering generating gross proceeds of $4,960,000,000;

WHEREAS, in connection with the Acquisition, the Initial Borrower, Joint Lead Arrangers, Agents and Lenders have mutually agreed that, in lieu of the Notes Offering and the issuance of the Notes, the Initial Borrower and the Lenders will enter into this Agreement and a credit agreement with respect to Senior Bridge Loans and the Borrower will borrow Loans hereunder and Senior Bridge Loans thereunder in an aggregate principal amount equal to the gross proceeds expected from the issuance of the Notes, or such lesser amount as the Initial Borrower shall determine in its sole discretion;

WHEREAS, in connection with the Acquisition, the Initial Borrower intends to undertake the Serafina Assignment as soon as practicable after consummation of the Acquisition and the Intelsat Bermuda Transfer, with the effect that Intelsat Bermuda will become the Borrower for all purposes of this Agreement;

WHEREAS, after the Closing Date, Intelsat Jackson intends to make an offer to prepay loans outstanding under the Intelsat Jackson Unsecured Credit Agreement in accordance with its terms, and to repay all Loans thereunder held by persons that accept such offer pursuant to its terms, such repayment to be funded with the proceeds of a committed debt facility to be funded upon consummation of such offer to prepay loans;

WHEREAS, after the Closing Date, various subsidiaries of the Borrower intend to make a Change of Control Offer with respect to each series of their respective Existing Notes that requires that such an offer be made pursuant to its terms, and to accept and pay for all Existing Notes that are tendered for purchase in such Change of Control Offers pursuant to their terms, such purchase to be funded with the proceeds of one or more committed debt facilities to be funded upon consummation of the applicable Change of Control Offers; and

 

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WHEREAS, in connection with the Acquisition, each of Intelsat Sub Holdco and Intelsat Corp will either (1) prior to the Closing Date, obtain consents from the requisite lenders under its respective Credit Agreement to amend the provisions thereof so that the consummation of the Transactions will not result in a default thereunder, together with such other amendments as the Borrower and the Agents deem reasonable and appropriate, or (2) contemporaneous with the consummation of the Acquisition, refinance the debt facilities under its respective Credit Agreement with a new senior secured credit facilities on substantially identical terms as the respective existing Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants and agreements set forth herein, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS.

1.1. Defined Terms .

(a) As used herein, the following terms shall have the meanings specified in this Section 1.1 (it being understood that defined terms in this Agreement shall include in the singular number the plural and in the plural the singular):

“ Acquired Indebtedness ” shall mean, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or becomes a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person, in each case, other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by such Person, or such asset was acquired by such Person, as applicable.

“ Acquisition ” shall mean the transactions pursuant to which the Initial Borrower became the owner of all of the outstanding share capital of Intelsat Holdings pursuant to the Transaction Agreement.

“ Acquisition Documents ” shall mean the Transaction Agreement, the Credit Agreements, the indenture governing the Notes (to the extent applicable), the Specified Intercompany Agreements, the agreements or documents entered into in connection with the backstop financing commitments as a result of the Change of Control Offers and, in each case, any other document entered into in connection therewith, in each case as amended, supplemented or modified from time to time.

“ Adjusted EBITDA ” shall mean, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

(1) Consolidated Taxes; plus

 

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(2) Consolidated Interest Expense; provided that any interest expense set forth in clause (4) of the definition of Consolidated Interest Expense shall be included in the calculation of Adjusted EBITDA solely for purposes of calculating Cumulative Credit, unless the same was deducted in calculating Consolidated Net Income; plus

(3) Consolidated Non-cash Charges; plus

(4) the amount of any restructuring charges or expenses (which, for the avoidance of doubt, shall include retention, severance, systems establishment costs, facility closure costs, leasehold termination costs or excess pension charges); plus

(5) (a) the amount of any fees or expenses incurred or paid in such period for transition services related to satellites or other assets or businesses acquired and (b) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors or any other Permitted Holder (or any accruals relating to such fees and related expenses) during such period, provided that such amount pursuant to subclause (b) shall not exceed in any four-quarter period the greater of (x) $12.5 million and (y) 1.25% of Adjusted EBITDA of such Person and its Restricted Subsidiaries; plus

(6) reversals of allowance for customer credits, including any amounts receivable for such period in connection with contracts that are attributable to Globo Comunicações e Participações, Ltda.’s involvement in arrangements with Sky Multi-Country Partners; plus

(7) collections on investments in sales-type leases during such period, to the extent not otherwise included in Consolidated Net Income for such period; plus

(8) lease-back expenses net of deferred gains; less , without duplication,

(9) any gross profit (loss) on sales-type leases included in Consolidated Net Income for such period; and

(10) non-cash items increasing Consolidated Net Income for such period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period and any items for which cash was received in any prior period).

“ Administrative Agent ” shall mean Credit Suisse, Caymans Island Branch, in its capacity as the administrative agent for the Lenders under this Agreement and the other Credit Documents, until a successor replaces it in accordance with Section 13.9, and thereafter means such successor.

“ Administrative Agent’s Office ” shall mean in respect of all Credit Events for the account of the Borrower, the office of the Administrative Agent located at Eleven Madison Avenue, New York, New York 10010, United States of America, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“ administrative questionnaire ” shall have the meaning provided in Section 14.6(b).

 

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“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Agents ” shall mean each Joint Lead Arranger, the Administrative Agent, the Syndication Agent and the Documentation Agent.

“ Agreement ” shall mean this Senior Unsecured PIK Election Bridge Loan Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“ Agreement Currency ” shall have the meaning provided in Section 14.19(b).

“ Approved Fund ” shall have the meaning provided in Section 14.6.

“ Asset Sale ” shall mean:

(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale/Leaseback Transaction) of the Borrower or any Restricted Subsidiary of the Borrower (each referred to in this definition as a “disposition”) or

(2) the issuance or sale of Equity Interests (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals) of any Restricted Subsidiary (other than to the Borrower or another Restricted Subsidiary of the Borrower) (whether in a single transaction or a series of related transactions), in each case other than:

(a) a disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property or equipment in the ordinary course of business (including the sale or leasing (including by way of sales-type lease) of transponders or transponder capacity and the leasing or licensing of teleports);

(b) the disposition of all or substantially all of the assets of the Borrower in a manner permitted pursuant to Section 10.10 or any disposition that constitutes a Change of Control;

(c) any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 10.2;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary with an aggregate Fair Market Value of less than $50.0 million;

 

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(e) any disposition of property or assets or the issuance of securities by a Restricted Subsidiary of the Borrower to the Borrower or by the Borrower or a Restricted Subsidiary of the Borrower to a Restricted Subsidiary of the Borrower;

(f) any exchange of assets for assets (including a combination of assets and Cash Equivalents) of reasonably comparable or greater market value or usefulness to the business of the Borrower and its Restricted Subsidiaries as a whole, as determined in good faith by the Borrower, which in the event of an exchange of assets with a Fair Market Value in excess of (1) $50.0 million shall be evidenced by an Officers’ Certificate, and (2) $100.0 million shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Borrower;

(g) foreclosures on assets or property of the Borrower or its Subsidiaries;

(h) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) any disposition of inventory or other assets (including transponders, transponder capacity and teleports) in the ordinary course of business;

(j) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(k) a sale of accounts receivable (including in respect of sales-type leases) and related assets (including contract rights) of the type specified in the definition of “Receivables Financing” to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions;

(l) a transfer of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing;

(m) the grant in the ordinary course of business of any license of patents, trademarks, know-how and any other intellectual property;

(n) any Event of Loss;

(o) any sale or other disposition of assets or property in connection with a Specified Sale/Leaseback Transaction;

(p) any sale of an Excluded Satellite; provided that for purposes of this clause (p) of this definition of Asset Sale, references in the definition of Excluded Satellite to $75.0 million shall be deemed to be $50.0 million; and provided ,

 

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further , that any cash and Cash Equivalents received in connection with the sale of an Excluded Satellite shall be treated as Net Proceeds of an Asset Sale and shall be applied as provided for in Sections 5.2(b) and 10.4;

(q) any disposition of assets, equity or property of the Borrower or any Restricted Subsidiary of the Borrower pursuant to the Specified Intercompany Agreements; and

(r) any disposition of assets in connection with the Transactions.

“ Assignment and Acceptance ” shall mean an assignment and acceptance substantially in the form of Exhibit D hereto.

“ Authorized Officer ” shall mean the President, the Chief Financial Officer, the Treasurer, the Controller or any other senior officer of the Borrower designated as such in writing to the Administrative Agent by the Borrower.

“ Bank Indebtedness ” shall mean any and all amounts payable under or in respect of any Credit Agreement or any other Senior Credit Documents, as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of any Credit Agreement), including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Borrower whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof.

“ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Board of Directors ” means as to any Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof.

“ Borrower ” shall mean the Initial Borrower (and not any of its Subsidiaries) prior to the Serafina Assignment and Intelsat Bermuda (and not any of its Subsidiaries) after giving effect to the Serafina Assignment.

“ Borrowing ” shall mean and include the incurrence of the Loans on the Closing Date.

“ Business Day ” shall mean (i) for all purposes other than as covered by clause (ii) below, any day excluding Saturday, Sunday and any day that shall be in The City of New York a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, LIBOR Loans, any day which is a Business Day described in clause (i) above and which is also a day for trading by and between banks in U.S. dollar deposits in the New York or London interbank eurodollar market.

“ Capital Stock ” shall mean:

(1) in the case of a corporation or a company, corporate stock or shares;

 

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(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“ Capitalized Lease Obligation ” shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“ Cash Contribution Amount ” shall mean the aggregate amount of cash contributions made to the capital of the Borrower or any Guarantor described in the definition of “ Contribution Indebtedness .”

“ Cash Equivalents ” shall mean:

(1) U.S. dollars, pounds sterling, euros, national currency of any participating member state in the European Union or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(2) securities issued or directly and fully guaranteed or insured by the government of the United States or any country that is a member of the European Union or any agency or instrumentality thereof, in each case with maturities not exceeding two years from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250 million, or the foreign currency equivalent thereof, and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper issued by a corporation (other than an Affiliate of the Borrower) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

 

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(6) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7) Indebtedness issued by Persons (other than the Sponsors or any of their Affiliates) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition; and

(8) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above.

“ Change of Control ” shall mean:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Borrower and its Subsidiaries, taken as a whole, to a Person other than any of the Permitted Holders, and other than any transaction in compliance with Section 10.10 and 10.11 where the Successor Company is a Wholly Owned Subsidiary of a Parent of the Borrower; or

(2) the Borrower becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Borrower or any Parent of the Borrower.