Chapter 11 Proceedings. The Restructuring Support Agreement dated as of February 19, 2013 (as it may be amended, supplemented or modified from time to time, the “RSA”) between and among the Company, the 2012 Credit Agreement Consenting Lenders, the Term Loan Credit Agreement Consenting Lenders, the Consenting Noteholders and the Administrative Agent (as such terms are defined in the RSA) shall be amended, subject to certain terms and conditions, to include a provision whereby the Consenting Debtholders (as such term is defined in the RSA) agree to support the Company’s assumption of this Agreement pursuant to Section 365 of the Bankruptcy Code. This Agreement shall be appended to the Plan as an exhibit and the Plan shall provide that this Agreement shall be deemed assumed, pursuant to Section 365 of the Bankruptcy Code, as of the effective date of the Plan; provided, however, that at the Executives’ election, the Company shall promptly seek Court approval of the assumption of this Agreement pursuant to Section 365. The Company shall disclose the existence and shall describe this Agreement in all relevant pleadings in the Company’s Chapter 11 case and in other relevant legal, regulatory and similar submissions as an integral part of the Company’s Plan. If assumption and/or approval of this Agreement is denied, then the Executives shall be permitted to rescind this Agreement, by written notice to the Company within five (5) days after either such denial; provided, however, that for the avoidance of doubt, in no event shall the Executives be reemployed by or reinstated with the Company in the event of rescission. In the event that the Executives rescind the Agreement, this Agreement, including without limitation the releases contained in paragraph 10 hereof, shall be null and void; provided, however, that notwithstanding such rescission, (a) the Executives shall be deemed to have resigned on the date of such rescission for Good Reason within the meaning of their Employment Agreements; (b) the Employment Agreements shall be rejected; and (c) the Executives shall be subject to the cap on severance payments set forth in Section 502(b)(7) of the Bankruptcy Code.
Appears in 2 contracts
Sources: Executive Transition Agreement (Revel AC, Inc.), Restructuring Support Agreement (Revel AC, Inc.)