Agreement to Support. During the Support Period, subject to the terms and conditions hereof, each of the Consenting Term Lenders agrees, severally and not jointly, that it shall: (i) use its commercially reasonable efforts to support the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable), and to act in good faith and take any and all reasonable actions necessary to consummate the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable), in each case, in a manner consistent with this Agreement; (ii) whether pursuant to the Out-of-Court Restructuring or pursuant to the Prepackaged Plan, in a timely manner, (i) execute, and irrevocably consent to, the Credit Agreement Waiver on the date of execution of this Agreement, (ii) irrevocably agree to the treatment of its Claims contemplated in the Term Sheet, in both the Out-of- Court Restructuring and, subject to section 1125 and 1126 of the Bankruptcy Code, the In-Court Restructuring pursuant to the Prepackaged Plan, (iii) negotiate in good faith with the Company regarding an alternative in-court restructuring sponsored by the Consenting Term Lenders pursuant to which such Consenting Term Lenders may agree, among other things, to convert a mutually agreeable portion of their Claims into equity of the Company as reorganized and or an alternative transaction structure, in each case, together with such other terms as may be mutually agreeable to the Company and such Consenting Term Lenders (the “Alternative Restructuring”), which Alternative Restructuring shall be operative only if Senior Noteholders holding at least the Requisite Senior Notes Threshold have not executed a restructuring support agreement to support the Restructuring with terms consistent with this Agreement by the Senior Notes RSA Milestone Date, and (iv) negotiate in good faith with the Company the forms of the Definitive Documents (to the extent such Consenting Term Lender is a party thereto) and so long as such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement and are not for the purpose of (or could not reasonably be expected to) hindering, delaying, or preventing the consummation of the transactions contemplated in, subject to the terms and conditions of, consummation of the Restructuring; or (D) impair or waive the rights of any Consenting Term Lender to assert or raise any objection expressly permitted under this Agreement in connection with any hearing in the Bankruptcy Court, including, without limitation, any hearing on confirmation of the Prepackaged Plan.
Appears in 1 contract
Sources: Restructuring Support Agreement (Walter Investment Management Corp)
Agreement to Support. During the Support Period, subject to the terms and conditions hereof, each of the Consenting Term Lenders agrees, severally and not jointly, that it shall:
(i) use its commercially reasonable efforts to support the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable)Restructuring Transactions, and to act in good faith and take any and all reasonable actions necessary to consummate the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable), in each caseRestructuring Transactions, in a manner consistent with this Agreement;
(ii) whether refrain from initiating (or directing or encouraging the Administrative Agent or any other party to initiate) any actions, including legal proceedings, that are inconsistent with, or that would delay, prevent, frustrate or impede the approval, confirmation or consummation, as applicable, of the Restructuring or Restructuring Transactions;
(iii) timely vote (pursuant to the Out-of-Court Restructuring Plan) or pursuant cause to the Prepackaged Plan, in a timely manner, (i) execute, and irrevocably consent to, the Credit Agreement Waiver on the date of execution of this Agreement, (ii) irrevocably agree to the treatment be voted all of its Claims contemplated (including on account of the Second Lien Notes, or any securities, owned or controlled by such Consenting Term Lender) to accept the Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Plan on a timely basis following commencement of the solicitation of acceptances of the Plan in the Term Sheet, in both the Out-of- Court Restructuring and, subject to section accordance with sections 1125 and 1126 of the Bankruptcy Code, the In-Court Restructuring pursuant to the Prepackaged Plan, (iii) negotiate in good faith with the Company regarding an alternative in-court restructuring sponsored by the Consenting Term Lenders pursuant to which such Consenting Term Lenders may agree, among other things, to convert a mutually agreeable portion of their Claims into equity of the Company as reorganized and or an alternative transaction structure, in each case, together with such other terms as may be mutually agreeable to the Company and such Consenting Term Lenders (the “Alternative Restructuring”), which Alternative Restructuring shall be operative only if Senior Noteholders holding at least the Requisite Senior Notes Threshold have not executed a restructuring support agreement to support the Restructuring with terms consistent with this Agreement by the Senior Notes RSA Milestone Date, and ;
(iv) negotiate in good faith with the Company the forms of the Definitive Documents (to the extent such Consenting Term Lender is a party thereto) and so long as such appearance and subject to the positions advocated in connection therewith are consent thresholds specified herein execute the Definitive Documents;
(v) not inconsistent with this Agreement and are not for change or withdraw its votes to accept the purpose of Plan (or could cause or direct such vote to be changed or withdrawn); provided, however, that such vote shall, without any further action by the applicable Consenting Term Lender, be deemed automatically revoked (and, upon such revocation, deemed void ab initio) by the applicable Consenting Term Lender at any time following the expiration of the Support Period with respect to such Consenting Term Lender;
(vi) not directly or indirectly, through any Person, take any action that would reasonably be expected to) hinderingto prevent, delayinginterfere with, delay or preventing impede the consummation of the transactions contemplated inRestructuring or Restructuring Transactions, subject to including the terms approval of any Bidding Procedures Motion, the entry of any Bidding Procedures Order, the approval of the Disclosure Statement, or the solicitation of votes on, and conditions confirmation of, consummation of the Restructuring; or Plan;
(Dvii) impair or waive the rights of any use its commercially reasonable efforts to support and take all actions as are reasonably necessary and appropriate for such Consenting Term Lender to assert obtain any and all required regulatory and/or third-party approvals for such Consenting Term Lender to consummate the Restructuring Transactions; and
(viii) support and take all reasonable actions necessary or raise any objection expressly permitted under this Agreement in connection with any hearing in reasonably requested by the Company to confirm such Consenting Term Lender’s support for the Bankruptcy Court, including, without limitation, any hearing on confirmation ’s approval of the Prepackaged PlanBidding Procedures Motion, the entry of any Bidding Procedures Order, the approval of the Plan and Disclosure Statement, the solicitation of votes on the Plan by the Company, and the confirmation and consummation of the Plan and the Restructuring Transactions.
Appears in 1 contract
Sources: Restructuring Support Agreement (DITECH HOLDING Corp)
Agreement to Support. During For the duration of the Support PeriodPeriod (as defined below), with respect to a Consenting Creditor Party, each such Consenting Creditor Party agrees that it shall, subject to the terms and conditions hereof, each receipt by such Consenting Creditor Party of the Consenting Term Lenders agrees, severally CHC Disclosure Statement and not jointly, Solicitation Materials in respect of the CHC Plan that it shallare approved by the Bankruptcy Court pursuant to the CHC Disclosure Statement Order:
(i) use if such Consenting Creditor Party is not the UCC, vote any and all Claims it holds or has the authority to vote against the CHC Parties to accept the CHC Plan, by timely delivering its commercially reasonable efforts to support duly executed and completed ballots accepting the Restructuring CHC Plan in accordance with the Bankruptcy Court-approved voting procedures; provided that such vote shall be immediately revoked and deemed void ab initio by any of the transactions contemplated Consenting Creditor Parties at any time following the expiration of the Support Period (it being understood by the Term Sheet, Parties that any modification of the Credit CHC Plan that results in a termination of this Agreement Waiver, pursuant to Section 6 hereof shall entitle such Consenting Creditor Party the Interim Amendmentopportunity to change its vote in accordance with section 1127(d) of the Bankruptcy Code, and the Prepackaged CHC Plan (if applicable), and Solicitation Materials with respect to act in good faith and take any and all reasonable actions necessary to consummate the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged CHC Plan (if applicable), in each case, in a manner shall be consistent with this Agreementproviso);
(ii) whether if such Consenting Creditor Party is not the UCC, not change or withdraw (or cause to be changed or withdrawn) any vote submitted pursuant to the Out-of-Court Restructuring or pursuant to the Prepackaged Plan, in a timely manner, subsection (i) executeabove other than as set forth therein;
(iii) not (x) object to, and irrevocably vote or cause to be voted or take any other direct or indirect action to reject, delay, impede or otherwise interfere with acceptance or implementation of the CHC Plan, (y) directly or indirectly seek, solicit, negotiate, encourage, propose, file, support, consent to, the Credit Agreement Waiver on the date of execution of this Agreementpursue, (ii) irrevocably agree to the treatment of its Claims contemplated initiate, assist, join in, participate in the Term Sheetformulation of, enter into any agreements relating to, or vote in both favor of any Alternative Transaction other than the Out-of- Court Restructuring andCHC Plan or (z) otherwise take any direct or indirect action that would interfere with, subject to section 1125 and 1126 delay or impede the consummation of the Bankruptcy Code, the In-Court Restructuring pursuant to the Prepackaged CHC Plan;
(iv) if such Consenting Party is the UCC, support the confirmation and consummation of the CHC Plan and submit a letter, which will be included in the Solicitation Materials, recommending that unsecured creditors of the CHC Parties vote in favor of the CHC Plan, which letter and recommendation shall not be subsequently withdrawn; and
(v) if such Consenting Creditor Party is a Milestone Beneficial Owner, direct and authorize the Milestone Trustees to vote their Claims and take or omit to take such other actions as described in Sections 4(a)(i) to (iii) negotiate above, and otherwise perform all of its obligations hereunder (including under the Milestone Term Sheet) and under the Milestone Documents; provided, however, that nothing in good faith with the Company regarding an alternative in-court restructuring sponsored by the Consenting Term Lenders pursuant to which such Consenting Term Lenders may agree, among other things, to convert a mutually agreeable portion of their Claims into equity of the Company as reorganized and this Section 4(a) or an alternative transaction structure, elsewhere in each case, together with such other terms as may be mutually agreeable to the Company and such Consenting Term Lenders (the “Alternative Restructuring”), which Alternative Restructuring shall be operative only if Senior Noteholders holding at least the Requisite Senior Notes Threshold have not executed a restructuring support agreement to support the Restructuring with terms consistent with this Agreement by the Senior Notes RSA Milestone Dateshall require any Consenting Creditor Party to incur any expenses, and (iv) negotiate in good faith with the Company the forms of the Definitive Documents (to the extent such Consenting Term Lender is a party thereto) and so long as such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement and are not for the purpose of (liabilities or could not reasonably be expected to) hindering, delayingother obligations, or preventing the consummation agree to any commitments, undertaking, concessions indemnities or other arrangements that could result in expenses, liabilities or other obligations to any such Party, other than as specifically stated in other provisions of the transactions contemplated in, subject to the terms and conditions of, consummation of the Restructuring; or (D) impair or waive the rights of any Consenting Term Lender to assert or raise any objection expressly permitted under this Agreement in connection with any hearing in the Bankruptcy Court, including, without limitation, any hearing on confirmation of the Prepackaged PlanAgreement.
Appears in 1 contract
Agreement to Support. During the Support Period, subject to the terms and conditions hereof, each of the Consenting Term Lenders agrees, severally and not jointly, that it shall:
(i) use its commercially reasonable efforts to support the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable), and to act in good faith and take any and all reasonable actions necessary to consummate the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable), in each case, in a manner consistent with this Agreement;
(ii) whether pursuant to the Out-of-Court Restructuring or pursuant to the Prepackaged Plan, in a timely manner, (i) execute, and irrevocably consent to, the Credit Agreement Waiver on the date of execution of this Agreement, (ii) irrevocably agree to the treatment of its Claims contemplated in the Term Sheet, in both the Out-of- of-Court Restructuring and, subject to section 1125 and 1126 of the Bankruptcy Code, the In-Court Restructuring pursuant to the Prepackaged Plan, (iii) negotiate in good faith with the Company regarding an alternative in-court restructuring sponsored by the Consenting Term Lenders pursuant to which such Consenting Term Lenders may agree, among other things, to convert a mutually agreeable portion of their Claims into equity of the Company as reorganized and or an alternative transaction structure, in each case, together with such other terms as may be mutually agreeable to the Company and such Consenting Term Lenders (the “Alternative Restructuring”), which Alternative Restructuring shall be operative only if Senior Noteholders holding at least the Requisite Senior Notes Threshold have not executed a restructuring support agreement to support the Restructuring with terms consistent with this Agreement by the Senior Notes RSA Milestone Date, and (iv) negotiate in good faith with the Company the forms of the Definitive Documents (to the extent such Consenting Term Lender is a party thereto) and so long execute the Definitive Documents, and execute and deliver such documents as may be reasonably requested by the Company to evidence such appearance consent;
(iii) refrain from initiating (or directing or encouraging the Administrative Agent or any other party to initiate) any actions, including legal proceedings, that are inconsistent with, or that would delay, prevent, frustrate or impede the approval, confirmation or consummation, as applicable, of the Restructuring;
(iv) timely vote (pursuant to the Prepackaged Plan) or cause to be voted its Claims to accept the Prepackaged Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the positions advocated Prepackaged Plan on a timely basis following commencement of the solicitation of acceptances of the Prepackaged Plan in accordance with sections 1125(g) and 1126 of the Bankruptcy Code;
(v) not change or withdraw such vote (or cause or direct such vote to be changed or withdrawn); provided, however, that such vote shall, without any further action by the applicable Consenting Term Lender, be deemed automatically revoked (and, upon such revocation, deemed void ab initio) by the applicable Consenting Term Lender at any time following the expiration of the Support Period;
(vi) not directly or indirectly, through any Person, seek, solicit, propose, support, assist, engage in negotiations in connection therewith are not with or participate in the formulation, preparation, filing or prosecution of, any plan, plan proposal, restructuring proposal, offer of dissolution, winding up, liquidation, sale or disposition, reorganization, merger or restructuring of the Company under any bankruptcy, insolvency or similar laws other than the Restructuring, or take any other action that is inconsistent with this Agreement and are not for the purpose of (or could not that would reasonably be expected to) hinderingto prevent, delayinginterfere with, delay or preventing impede the solicitation of votes on the Restructuring, Prepackaged Plan and Disclosure Statement, and the confirmation and consummation of the transactions contemplated inPrepackaged Plan and the Restructuring;
(vii) use its commercially reasonable efforts to support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Transactions;
(viii) consummate the Out-of-Court Restructuring if the Minimum Participation Threshold and the other conditions to effectiveness have been satisfied unless the Required Parties agree to consummate the Restructuring through the In-Court Restructuring; and
(ix) support and take all reasonable actions necessary or reasonably requested by the Company to facilitate the solicitation of votes on the Prepackaged Plan by the Company, subject to approval of the terms Prepackaged Plan and conditions ofDisclosure Statement, and confirmation and consummation of the Prepackaged Plan and the Restructuring; or (D) impair or waive the rights of any Consenting Term Lender to assert or raise any objection expressly permitted under this Agreement in connection with any hearing in the Bankruptcy Court, including, without limitation, any hearing on confirmation of the Prepackaged Plan.
Appears in 1 contract
Sources: Restructuring Support Agreement (Walter Investment Management Corp)
Agreement to Support. During the Support Period, subject to the terms and conditions hereof, each of the Consenting Term Lenders agrees, severally and not jointly, that it shall:
(i) use its commercially reasonable efforts to support the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, Sheet and the Prepackaged Plan (if applicable)Plan, and to act in good faith and take any and all reasonable actions necessary to consummate the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, Sheet and the Prepackaged Plan (if applicableincluding the negotiation of the Amended and Restated Credit Facility Documents), in each case, in a manner consistent with this Agreement;
(ii) whether pursuant refrain from initiating (or directing or encouraging the Administrative Agent or any other party to initiate) any actions, including legal proceedings, that are inconsistent with, or that would delay, prevent, frustrate or impede the Out-of-Court Restructuring approval, confirmation or consummation, as applicable, of the Restructuring;
(iii) timely vote (pursuant to the Prepackaged Plan, in a timely manner, (i) execute, and irrevocably consent to, the Credit Agreement Waiver on the date of execution of this Agreement, (ii) irrevocably agree or cause to the treatment be voted all of its Claims contemplated (including on account of the Senior Notes Indenture or the Convertible Notes Indenture owned or controlled by such Consenting Term Lender) to accept the Prepackaged Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Prepackaged Plan on a timely basis following commencement of the solicitation of acceptances of the Prepackaged Plan in the Term Sheet, in both the Out-of- Court Restructuring and, subject to section 1125 accordance with sections 1125(g) and 1126 of the Bankruptcy Code, the In-Court Restructuring pursuant to the Prepackaged Plan, (iii) negotiate in good faith with the Company regarding an alternative in-court restructuring sponsored by the Consenting Term Lenders pursuant to which such Consenting Term Lenders may agree, among other things, to convert a mutually agreeable portion of their Claims into equity of the Company as reorganized and or an alternative transaction structure, in each case, together with such other terms as may be mutually agreeable to the Company and such Consenting Term Lenders (the “Alternative Restructuring”), which Alternative Restructuring shall be operative only if Senior Noteholders holding at least the Requisite Senior Notes Threshold have not executed a restructuring support agreement to support the Restructuring with terms consistent with this Agreement by the Senior Notes RSA Milestone Date, and ;
(iv) negotiate in good faith with the Company the forms of the Definitive Documents (to the extent such Consenting Term Lender is a party thereto) and so long as execute the Definitive Documents;
(v) not change or withdraw its votes to accept the Prepackaged Plan (or cause or direct such appearance and vote to be changed or withdrawn); provided, however, that such vote shall, without any further action by the positions advocated applicable Consenting Term Lender, be deemed automatically revoked (and, upon such revocation, deemed void ab initio) by the applicable Consenting Term Lender at any time following the expiration of the Support Period with respect to such Consenting Term Lender;
(vi) not directly or indirectly, through any Person, seek, solicit, propose, support, assist, engage in negotiations in connection therewith are not with or participate in the formulation, preparation, filing or prosecution of, any plan, plan proposal, restructuring proposal, offer of dissolution, winding up, liquidation, sale or disposition, reorganization, merger or restructuring of the Company under any bankruptcy, insolvency or similar laws other than the Restructuring, or take any other action that is inconsistent with this Agreement and are not for the purpose of (or could not that would reasonably be expected to) hinderingto prevent, delayinginterfere with, delay or preventing impede the solicitation of votes on the Restructuring, Prepackaged Plan and Disclosure Statement, and the confirmation and consummation of the transactions contemplated inPrepackaged Plan and the Restructuring;
(vii) use its commercially reasonable efforts to support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Transactions; and
(viii) support and take all reasonable actions necessary or reasonably requested by the Company to facilitate the solicitation of votes on the Prepackaged Plan by the Company, subject to approval of the terms Prepackaged Plan and conditions ofDisclosure Statement, and confirmation and consummation of the Prepackaged Plan and the Restructuring; or (D) impair or waive the rights of any Consenting Term Lender to assert or raise any objection expressly permitted under this Agreement in connection with any hearing in the Bankruptcy Court, including, without limitation, any hearing on confirmation of the Prepackaged Plan.
Appears in 1 contract
Sources: Restructuring Support Agreement (Walter Investment Management Corp)
Agreement to Support. During the Support Period, subject to (a) As long as this Agreement has not been terminated in accordance with the terms and conditions hereof, each of the Consenting Term Lenders agrees, severally and not jointly, Plan Support Parties agrees that it shall:, subject to the receipt by such Plan Support Party of a disclosure statement and other solicitation materials in respect of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in this Agreement, including the Plan of Reorganization and, in the event of an In-Court Restructuring, such disclosure statement and other solicitation materials have been approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectively, the “Solicitation Materials”):
(i) use vote its commercially reasonable efforts Claims (inclusive of any Claim acquired pursuant to support Section 3.03 hereof; provided, however, that as used herein, “Claims” shall not include any claim held by a Consenting Party in a fiduciary or similar capacity or held by any other business unit of such Consenting Party, unless such business unit is or becomes a party to this Agreement) to accept the Restructuring by delivering its duly executed and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable), and to act in good faith and take any and all reasonable actions necessary to consummate completed ballot accepting the Restructuring on a timely basis following the commencement of the solicitation and its actual receipt of the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, Solicitation Materials and the Prepackaged Plan (if applicable), in each case, in a manner consistent with this Agreementballot;
(ii) whether pursuant not change or withdraw (or cause to be changed or withdrawn) such vote; and
(iii) not, in its capacity as a Consenting Party, or in any other capacity, in any material respect, (A) object to, delay, impede, or take any other action to interfere with acceptance or implementation of the Out-of-Court Restructuring or pursuant to (B) propose, file, support, or vote for any restructuring, workout, or plan of reorganization for the Prepackaged PlanCompany other than the Restructuring; provided, however, that, except as otherwise set forth in a timely manner, (i) execute, and irrevocably consent to, the Credit Agreement Waiver on the date of execution of this Agreement, (ii) irrevocably agree the foregoing prohibition will not limit any Plan Support Parties’ rights under any applicable indenture, credit agreement, other loan document, and/or applicable law to the treatment of its Claims contemplated appear and participate as a party in the Term Sheet, interest in both the Out-of- Court Restructuring and, subject any matter to section 1125 and 1126 of be adjudicated in any case under the Bankruptcy CodeCode concerning the Company, the In-Court Restructuring pursuant to the Prepackaged Plan, (iii) negotiate in good faith with the Company regarding an alternative in-court restructuring sponsored by the Consenting Term Lenders pursuant to which such Consenting Term Lenders may agree, among other things, to convert a mutually agreeable portion of their Claims into equity of the Company as reorganized and or an alternative transaction structure, in each case, together with such other terms as may be mutually agreeable to the Company and such Consenting Term Lenders (the “Alternative Restructuring”), which Alternative Restructuring shall be operative only if Senior Noteholders holding at least the Requisite Senior Notes Threshold have not executed a restructuring support agreement to support the Restructuring with terms consistent with this Agreement by the Senior Notes RSA Milestone Date, and (iv) negotiate in good faith with the Company the forms of the Definitive Documents (to the extent such Consenting Term Lender is a party thereto) and so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with the Plan of Reorganization, this Agreement, or the Restructuring and does not directly and unreasonably hinder, delay, or prevent consummation of the Restructuring Transactions contemplated by the Plan of Reorganization; provided, further, that any delay or other impact on consummation of the Restructuring Transactions contemplated by the Plan of Reorganization caused by a Consenting Party’s opposition to (i) any relief that is inconsistent with such Restructuring Transactions, (ii) a motion by the Company to enter into a material executory contract, lease or other arrangement outside of the ordinary course of its business without obtaining the prior consent of the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that is adverse to interests of the Consenting Holders sought by the Company (or any other party) shall not violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”); provided, further, that to the extent any such actions by a Consenting Party are adjudicated to be inconsistent with this Agreement Agreement, the Company may enforce the Consenting Party’s obligations hereunder, including pursuant to Section 8.13 of this Agreement; provided, further, that the deadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) and are not for the purpose of (or could not reasonably be expected to) hindering6.04(h), delaying, or preventing the consummation of the transactions contemplated in, subject to the terms extent that they have not already expired, may be tolled by the Company, in consultation with the Consenting 8.625% Noteholders and conditions ofthe Consenting AcqCo Noteholders, consummation for an appropriate amount of the Restructuring; or (D) impair or waive the rights of any Consenting Term Lender time to assert or raise any objection expressly permitted under this Agreement in connection with any hearing in the Bankruptcy Court, including, without limitation, any hearing on confirmation of the Prepackaged Planaccount for such Permitted Delay.
Appears in 1 contract
Sources: Restructuring and Support Agreement (NBC Acquisition Corp)
Agreement to Support. During (a) Holdings hereby irrevocably and unconditionally agrees that, during the Support Periodterm of this Section 6.3, subject at the Partners Meeting and at any other meeting of the unitholders of Partners, however called, including any adjournment or postponement thereof, and in connection with any written consent of the unitholders of Partners relating to this Agreement, the Merger, or the transactions contemplated hereby, Holdings shall to the terms and conditions hereof, each of fullest extent that the Consenting Term Lenders agrees, severally and not jointly, that it shallExisting Units are entitled to vote thereon or consent thereto:
(i) use appear at each such meeting or otherwise cause its commercially reasonable efforts Existing Units to support be counted as present thereat for purposes of calculating a quorum; and
(ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering all of the Restructuring Existing Units (i) in favor of the approval and adoption of this Agreement, the approval of the Merger and the transactions contemplated by hereby (including the Term Sheet, approval of the Credit Agreement Waiver, Partners Amended and Restated Partnership Agreement) and any other action required in furtherance thereof submitted for the Interim Amendment, vote or written consent of unitholders; and the Prepackaged Plan (if applicable), and to act in good faith and take any and all reasonable actions necessary to consummate the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable), in each case, in a manner consistent with this Agreement;
(ii) whether pursuant against any other action, agreement or transaction, as to which a vote in favor would constitute a breach or violation of its obligations under Section 4.11.
(b) Holdings hereby covenants and agrees that, except for this Section 6.3, Holdings (a) has not entered into, and shall not enter into at any time while this Section 6.3 remains in effect, any voting agreement or voting trust with respect to its Existing Units and (b) has not granted, and shall not grant at any time while this covenant remains in effect, a proxy, consent or power of attorney with respect to its Existing Units.
(c) This Section 6.3 shall remain in effect until the Out-of-Court Restructuring or pursuant earliest to the Prepackaged Plan, in a timely manner, occur of (i) execute, and irrevocably consent to, the Credit Agreement Waiver on the date of execution of this AgreementEffective Time, (ii) irrevocably agree to the treatment of its Claims contemplated a Holdings Change in the Term Sheet, in both the Out-of- Court Restructuring and, subject to section 1125 and 1126 of the Bankruptcy Code, the In-Court Restructuring pursuant to the Prepackaged PlanRecommendation, (iii) negotiate a Partners Change in good faith with the Company regarding an alternative in-court restructuring sponsored by the Consenting Term Lenders pursuant to which such Consenting Term Lenders may agreeRecommendation, among other things, to convert a mutually agreeable portion of their Claims into equity of the Company as reorganized and or an alternative transaction structure, in each case, together with such other terms as may be mutually agreeable to the Company and such Consenting Term Lenders (the “Alternative Restructuring”), which Alternative Restructuring shall be operative only if Senior Noteholders holding at least the Requisite Senior Notes Threshold have not executed a restructuring support agreement to support the Restructuring with terms consistent with this Agreement by the Senior Notes RSA Milestone Date, and (iv) negotiate in good faith with the Company the forms termination of the Definitive Documents (to the extent such Consenting Term Lender is a party thereto) and so long as such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement and are not for the purpose of (or could not reasonably be expected to) hindering, delaying, or preventing the consummation of the transactions contemplated in, subject to the terms and conditions of, consummation of the Restructuring; or (D) impair or waive the rights of any Consenting Term Lender to assert or raise any objection expressly permitted under this Agreement in connection accordance with any hearing in its terms or (v) the Bankruptcy Courtwritten agreement of Holdings and Partners to terminate this Section 6.3. After the occurrence of such applicable event, including, without limitation, any hearing on confirmation this Section 6.3 shall terminate and be of the Prepackaged Planno further force and effect.
Appears in 1 contract