Commitments Regarding the Restructuring. 3.01. Agreement to Support (Consenting Senior Secured Noteholders). As long as this RPSA has not been terminated in accordance with the terms of Section 5 hereof and the Companies pursue the Restructuring in accordance with the terms and conditions set forth in the Plan, each Consenting Senior Secured Noteholder, severally and not jointly, agrees that it shall: (a) vote its Existing Senior Secured Notes claims, whether beneficially owned or for which it now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereof, inclusive of any claims acquired pursuant to Section 3.04 hereof (collectively, the “Senior Secured Notes Claims”) to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of any solicitation in accordance with this RPSA and section 1126(b) of the Bankruptcy Code and its actual receipt of Solicitation Materials (as defined herein), including a ballot; (b) not change or withdraw (or cause to be changed or withdrawn) such vote unless the Plan is modified without the consent of the Consenting Senior Secured Noteholders holding a majority in principal amount of the then outstanding Existing Senior Secured Notes held by all Consenting Senior Secured Noteholders that are members of the Ad Hoc Group (collectively, the “Requisite Consenting Senior Secured Noteholders”); (c) consider in good faith any reasonable request from the Companies to amend or supplement the Plan that is necessary or advisable to preserve the expected rights and benefits contemplated under the Plan or that would not otherwise adversely affect the rights or interests of the Consenting Senior Secured Noteholders; (d) consent to the use of cash collateral during the pendency of the Chapter 11 Cases on the terms and conditions set forth in the Cash Collateral Order (as defined below) if and when entered by the Bankruptcy Court; and (e) not, in its capacity as a Consenting Senior Secured Noteholder, (i) object to, delay, impede, or take any other action, including initiating any legal proceedings or enforcing rights as a holder of the Senior Secured Notes Claims, to interfere with acceptance, approval or implementation of the Restructuring or the Plan; (ii) propose, file, participate in or knowingly facilitate, support or vote for, or enter into any letter of intent or other agreement regarding any restructuring, workout, liquidation or plan of reorganization for any of the Companies under any applicable bankruptcy or insolvency laws other than the Restructuring or the Plan; (iii) take any action to accelerate the Existing Senior Secured Notes or to enforce or foreclose on, or otherwise exercise remedies in respect of, the collateral securing the Existing Senior Secured Notes; (iv) take any action seeking the termination of, or the exercise by the Ministry of Transportation (as defined below) of the appointment of an administrator, intervenor or similar remedies in respect of, the concessions to operate certain bus routes in Santiago, Chile held by Alsacia and Express (the “Concessions”); or (v) solicit or direct any person, including, without limitation, the indenture trustee or any collateral trustee under the Existing Indenture, to undertake any action prohibited by the foregoing clauses (i)-(iv) of this paragraph (f); provided, however, that, except as otherwise set forth in this RPSA, the foregoing prohibition will not limit any Consenting Senior Secured Noteholder’s rights under any applicable indenture, credit agreement, other loan document or applicable law to appear and participate as a party in interest in any matter to be adjudicated in any case under the Bankruptcy Code or under the laws of any other applicable jurisdiction concerning the Companies in any forum, so long as such appearance and the positions advocated in connection therewith are consistent with the Plan, this RPSA, and the Restructuring and do not materially hinder, delay, or prevent consummation of the Restructuring set forth in the Plan.
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Commitments Regarding the Restructuring. 3.01. Agreement to Support (Consenting Senior Secured Noteholders). As long as this RPSA has not been terminated in accordance with the terms of Section 5 hereof and the Companies pursue the Restructuring in accordance with the terms and conditions set forth in the Plan, each Consenting Senior Secured Noteholder, severally and not jointly, agrees that it shall:
(a) vote its Existing Senior Secured Notes claims, whether beneficially owned or for which it now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereof, inclusive of any claims acquired pursuant to Section 3.04 hereof (collectively, the “Senior Secured Notes Claims”) to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of any solicitation in accordance with this RPSA and section 1126(b) of the Bankruptcy Code and its actual receipt of Solicitation Materials (as defined herein), including a ballot;ballot;
(b) not change or withdraw (or cause to be changed or withdrawn) such vote unless the Plan is modified without the consent of the Consenting Senior Secured Noteholders holding a majority in principal amount of the then outstanding Existing Senior Secured Notes held by all Consenting Senior Secured Noteholders that are members of the Ad Hoc Group (collectively, the “Requisite Consenting Senior Secured Noteholders”);Noteholders”);
(c) consider in good faith any reasonable request from the Companies to amend or supplement the Plan that is necessary or advisable to preserve the expected rights and benefits contemplated under the Plan or that would not otherwise adversely affect the rights or interests of the Consenting Senior Secured Noteholders;
(d) consent to the use of cash collateral during the pendency of the Chapter 11 Cases on the terms and conditions set forth in the Cash Collateral Order (as defined below) if and when entered by the Bankruptcy Court; and
(e) not, in its capacity as a Consenting Senior Secured Noteholder, (i) object to, delay, impede, or take any other action, including initiating any legal proceedings or enforcing rights as a holder of the Senior Secured Notes Claims, to interfere with acceptance, approval or implementation of the Restructuring or the Plan; (ii) propose, file, participate in or knowingly facilitate, support or vote for, or enter into any letter of intent or other agreement regarding any restructuring, workout, liquidation or plan of reorganization for any of the Companies under any applicable bankruptcy or insolvency laws other than the Restructuring or the Plan; (iii) take any action to accelerate the Existing Senior Secured Notes or to enforce or foreclose on, or otherwise exercise remedies in respect of, the collateral securing the Existing Senior Secured Notes;
(iv) take any action seeking the termination of, or the exercise by the Ministry of Transportation (as defined below) of the appointment of an administrator, intervenor or similar remedies in respect of, the concessions to operate certain bus routes in Santiago, Chile held by Alsacia and Express (the “Concessions”); or (v) solicit or direct any person, including, without limitation, the indenture trustee or any collateral trustee under the Existing Indenture, to undertake any action prohibited by the foregoing clauses (i)-(iv) of this paragraph (f); provided, however, that, except as otherwise set forth in this RPSA, the foregoing prohibition will not limit any Consenting Senior Secured Noteholder’s rights under any applicable indenture, credit agreement, other loan document or applicable law to appear and participate as a party in interest in any matter to be adjudicated in any case under the Bankruptcy Code or under the laws of any other applicable jurisdiction concerning the Companies in any forum, so long as such appearance and the positions advocated in connection therewith are consistent with the Plan, this RPSA, and the Restructuring and do not materially hinder, delay, or prevent consummation of the Restructuring set forth in the Plan.
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