Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Original Notes and the Original Security Agreements, as amended
by that certain Omnibus Amendment to the Secured Promissory Notes between
In addition, the Subsidiaries (as defined in the Subsidiary Guarantee) jointly
and severally agreed to guarantee and act as surety for the Company's obligation
to repay the remaining balance on the 2019 Note pursuant to subsidiary
guarantees, dated
The transaction contemplated above was approved by the Company's board of directors and its audit committee. Each of the Amended Notes, Amended Security Agreements and Amended Subsidiary Guarantees were approved by all of the disinterested directors of each of the Subsidiaries. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Amended Notes, the Amended Security Agreements and the Amended Subsidiary Guarantee, which are filed as Exhibits 4.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The applicable information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of
The applicable information set forth in Item 1.01 of this Form 8-K is
incorporated by reference in this Item 3.02. The issuance of the Original Notes
was made in reliance upon the exemption from the registration requirements of
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D
promulgated by the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Omnibus Amendment to Secured Promissory Notes, datedSeptember 3, 2021 , by and between the Company and Thomas B. Pickens III. 10.1 Acknowledgment, Consent and Affirmation of Guarantors, datedSeptember 3, 2021 . 10.2 Omnibus Amendment to Security Agreements, datedSeptember 3, 2021 , by and among the Company, certain of the Company's subsidiaries and Thomas B. Pickens III. 10.3 Omnibus Amendment to Subsidiary Guarantees, datedSeptember 3, 2021 , made by certain of the Company's subsidiaries in favor of Thomas B. Pickens III.
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