Common use of Consent Solicitation Clause in Contracts

Consent Solicitation. As soon as practicable following the date -------------------- hereof, but in no event later than October 30, 1996, the Purchasers shall commence a solicitation of consents from the holders of all outstanding Notes (the "Consent Solicitation") to certain amendments (the "Amendments") to that certain Indenture, dated as of May 24, 1994 among Petro PSC Properties, L.P. (as predecessor to the Company), Petro Financial Corporation and First Trust National Association, as Trustee. The effectiveness of the Amendments will be conditioned upon obtaining valid consents from holders of not less than 75% in aggregate principal amount of the Notes outstanding. The other terms and conditions of the Consent Solicitation, and the terms of the Amendments, will be substantially, as set forth in the draft form of Consent Solicitation, dated October 18, 1996, previously provided to the Company and the Fremont Partners. The Purchasers and the Company shall cooperate in the making and completion of the Consent Solicitation and in causing the Amendments to become effective prior to the Closing. If requested by the Purchasers, the Company shall (i) provide the Purchasers with such lists of the registered holders of the Notes as the Purchasers may request; (ii) fix a record date for the purpose of determining the holders of Notes entitled to consent to the Amendments; (iii) execute, and request the Trustee to execute, an amendment to the Indenture reflecting the Amendments, all as soon as the Company is advised by the Purchasers that the holders of the requisite principal amount of the Notes have consented (and not theretofore revoked such consent to such amendments); provided, however, that -------- ------- the Purchasers shall (A) deliver to the Company, promptly after receipt but in no case, more than 3 Business Days after receipt, all consents received pursuant to the Consent Solicitation and (B) deliver to the Trustee any required legal opinions. The Purchasers shall ensure that the Consent Solicitation is conducted in accordance with all applicable laws and the Indenture and that all consents acquired pursuant to the Consent Solicitation effect the Amendments in accordance with all applicable laws and the Indenture. Subject to Sections 1.3(b)(i) and 13.1 hereof, the Purchasers shall be responsible for all Consent Solicitation Expenses and all other expenses they incur (including, but not limited to, the fees and disbursements of counsel) in connection with or relating to the Consent Solicitation.

Consent Solicitation. As soon as practicable following after the date -------------------- hereofRegistration Statement is declared effective, but in no event later than October 30, 1996order to consummate the Millennium Merger, the Purchasers Company shall commence a solicitation of consents (the "Consents") from the holders of all outstanding Notes shares of the capital stock of the Company (the "Consent Solicitation") to certain amendments (approve the "Amendments") to that certain Indenture, dated as of May 24, 1994 among Petro PSC Properties, L.P. Millennium Merger and the transactions contemplated thereunder. The Consent Solicitation shall be included in the Proxy State- ment/Prospectus/Consent Solicitation (as predecessor to the Companyhereinafter defined), Petro Financial Corporation and First Trust National Association, as Trustee. The effectiveness of the Amendments such approval will be conditioned upon obtaining valid affirmative consents from holders of not less than 75% in aggregate principal amount a majority of the Notes outstandingoutstanding shares of Company Common Stock and the outstanding shares of Company Preferred Stock. The other terms Subject to the fiduciary duties of the Company's board of directors under applicable law, and conditions of to Section 7.1(c)(iii) hereof, the Company shall include in the Consent Solicitation, the recommendation of its board of directors that the shareholders vote in favor of the Millennium Merger and the terms related transactions. Except as may be required by the Company's Board of the AmendmentsDirectors acting in compliance with their fiduciary duties, will be substantially, as set forth in the draft form of Consent Solicitation, dated October 18, 1996, previously provided to the Company and the Fremont Partners. The Purchasers and the Company shall cooperate use its best efforts in the making and completion of the Consent Solicitation and in causing the Amendments approval of the Millennium Merger and the related transactions to become effective prior to as soon as practi- cable after the Closing. If requested by the PurchasersRegistration Statement is declared effective, the Company shall (i) provide the Purchasers with such lists of the registered holders of the Notes as the Purchasers may request; (ii) fix including but not limited to, fixing a record date for the purpose of determining the holders of Notes capital stock entitled to consent to the Amendments; (iii) execute, approval of the Millennium Merger and request the Trustee related transactions and distributing the consents to execute, an amendment to the Indenture reflecting the Amendments, all as soon as the Company is advised by the Purchasers that the holders of the requisite principal amount capital stock of the Notes have consented (and not theretofore revoked such consent to such amendments); provided, however, that -------- ------- the Purchasers Company. The Company shall (A) deliver to the CompanyParent, promptly after receipt receipt, but in no case, more than 3 Business Days 2 business days after receipt, notice of receipt of all consents received pursuant to the Consent Solicitation and filing of such consents with the Secretary of the Company. The Company shall promptly file with the Secretary of the Company after receipt, but in no case, more than one (1) business day after receipt, all consents received pursuant to the Consent Solicitation and (B) deliver to the Trustee any required legal opinionsSolicitation. The Purchasers Company shall ensure that the Consent Solicitation is conducted in accordance with all applicable laws and the Indenture and that all consents acquired pursuant to the Consent Solicitation effect the Amendments in accordance with all applicable laws and the Indenture. Subject to Sections 1.3(b)(i) and 13.1 hereof, the Purchasers shall be responsible for all Consent Solicitation Expenses and all other expenses they incur (including, but not limited to, the fees and disbursements of counsel) in connection with or relating to the Consent Solicitationlaws.

Consent Solicitation. As soon as practicable following after the date -------------------- hereofRegistration Statement is declared effective, but in no event later than October 30, 1996order to consummate the Merger, the Purchasers Company shall commence a solicitation of consents (the "Consents") from the holders of all outstanding Notes shares of the capital stock of the Company (the "Consent Solicitation") to certain amendments (approve the "Amendments") to that certain Indenture, dated as Merger and the consummation of May 24, 1994 among Petro PSC Properties, L.P. the transactions contemplated hereby. The Consent Solicitation shall be included in the Proxy Statement/Prospectus/Consent Solicitation (as predecessor to the Companyhereinafter defined), Petro Financial Corporation and First Trust National Association, as Trustee. The effectiveness of the Amendments such approval will be conditioned upon obtaining valid affirmative consents from holders of not less than 75% in aggregate principal amount a majority of the Notes outstandingoutstanding shares of the Company Common Stock and the Company Preferred Stock. The other terms and conditions Subject to the fiduciary duties of the Company's board of directors under applicable law, the Company shall include in the Consent Solicitation, the recommendation of its board of directors that the shareholders vote in favor of the Merger and the terms related transactions. Except as may be required by the Company's Board of the AmendmentsDirectors acting in compliance with their fiduciary duties, will be substantially, as set forth in the draft form of Consent Solicitation, dated October 18, 1996, previously provided to the Company and the Fremont Partners. The Purchasers and the Company shall cooperate use its commercially reasonable efforts in the making and completion of the Consent Solicitation and in causing the Amendments approval of the Merger and the related transactions to become effective prior to the Closing. If requested by the Purchasers, the Company shall (i) provide the Purchasers with such lists of the registered holders of the Notes as the Purchasers may request; (ii) fix a record date for the purpose of determining the holders of Notes entitled to consent to the Amendments; (iii) execute, and request the Trustee to execute, an amendment to the Indenture reflecting the Amendments, all as soon as practicable after the Registration Statement is declared effective. The Company is advised by the Purchasers that the holders of the requisite principal amount of the Notes have consented (and not theretofore revoked such consent to such amendments); provided, however, that -------- ------- the Purchasers shall (A) deliver to the CompanyParent, promptly after receipt receipt, but in no case, more than 3 Business Days two (2) business days after receipt, notice of receipt of all consents received pursuant to the Consent Solicitation and filing of such consents with the Secretary of the Company. The Company shall promptly file with the Secretary of the Company after receipt, but in no case, more than one (1) business day after receipt, all consents received pursuant to the Consent Solicitation and (B) deliver to the Trustee any required legal opinionsSolicitation. The Purchasers Company shall ensure that the Consent Solicitation is conducted shall comply as to form in accordance all material respects with all applicable laws and the Indenture and that all consents acquired pursuant to provisions of the Consent Solicitation effect the Amendments in accordance with all applicable laws and the Indenture. Subject to Sections 1.3(b)(i) and 13.1 hereofSecurities Act, the Purchasers shall be responsible for all Consent Solicitation Expenses and all other expenses they incur (including, but not limited toExchange Act, the fees CGCL and disbursements of counsel) in connection with or relating to the Consent Solicitationany other applicable laws.

Consent Solicitation. As soon Promptly after execution of this Agreement, WHLP shall prepare and file with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as practicable following amended, and the date -------------------- hereofrules and regulations promulgated thereunder (the “Exchange Act”), but a Schedule 14A relating to the solicitation by the General Partner of the consent of the Limited Partners required under the WHLP Partnership Agreement in no event later than October 30, 1996, connection with obtaining the Purchasers Limited Partners Approval (the “Consent Solicitation”). WHLP shall commence provide Purchaser with a draft of the definitive consent solicitation statement on Schedule 14A at least two (2) Business Days prior to the filing of consents the definitive consent solicitation statement with the SEC. WHLP will cause all filings made with the SEC in connection with the Consent Solicitation to comply as to form in all material respects with the applicable provisions of the Exchange Act. WHLP shall promptly notify Purchaser of the receipt of comments from the holders SEC and of any request of the SEC for any amendment or supplement to the consent solicitation statement on Schedule 14A or for additional information and will supply Purchaser with copies of all outstanding Notes (material correspondence between WHLP or any of its representatives and the "SEC with respect to the Consent Solicitation") . Following the satisfaction of all SEC requirements with respect to certain amendments (the "Amendments") to that certain Indenture, dated as of May 24, 1994 among Petro PSC Properties, L.P. (as predecessor to the Company), Petro Financial Corporation and First Trust National Association, as Trustee. The effectiveness of the Amendments will be conditioned upon obtaining valid consents from holders of not less than 75% in aggregate principal amount of the Notes outstanding. The other terms and conditions of the Consent Solicitation, the General Partner shall cause the definitive Consent Solicitation to be mailed to the Limited Partners promptly and shall otherwise use commercially reasonable efforts to obtain the Seller Approval at no material cost to Seller. The General Partner shall recommend to the Limited Partners approval of this Agreement and the terms of the Amendments, will be substantially, as set forth transactions contemplated by this Agreement and include such recommendation in the draft form of Consent Solicitation, dated October 18, 1996, previously provided to the Company and the Fremont Partners. The Purchasers and the Company shall cooperate in the making and completion of the Consent Solicitation and in causing (the Amendments to become effective prior to the Closing. If requested by the Purchasers, the Company shall (i) provide the Purchasers with such lists of the registered holders of the Notes as the Purchasers may request; (ii) fix a record date for the purpose of determining the holders of Notes entitled to consent to the Amendments; (iii) execute, and request the Trustee to execute, an amendment to the Indenture reflecting the Amendments, all as soon as the Company is advised by the Purchasers that the holders of the requisite principal amount of the Notes have consented (and not theretofore revoked such consent to such amendments“GP Recommendation”); provided, however, that -------- ------- the Purchasers shall (A) deliver GP Recommendation may be withdrawn, modified or amended, upon compliance with the provisions of Section 8.11(c), if the General Partner determines in good faith that such action is required for the General Partner to comply with its duties to the Company, promptly after receipt but in no case, more than 3 Business Days after receipt, all consents received pursuant to Limited Partners imposed by the Consent Solicitation and (B) deliver to the Trustee any required legal opinions. The Purchasers shall ensure that the Consent Solicitation is conducted in accordance with all applicable laws and the Indenture and that all consents acquired pursuant to the Consent Solicitation effect the Amendments in accordance with all applicable laws and the Indenture. Subject to Sections 1.3(b)(i) and 13.1 hereof, the Purchasers shall be responsible for all Consent Solicitation Expenses and all other expenses they incur (including, but not limited to, the fees and disbursements of counsel) in connection with WHLP Partnership Agreement or relating to the Consent SolicitationApplicable Law.

Consent Solicitation. As soon (a) The Company shall use commercially reasonable efforts to commence, as promptly as reasonably practicable on or following the later of (i) the date -------------------- hereofof this Agreement and (ii) the date on which the Company receives the Consent Solicitation Documents (as defined below) from Parent, but in no event later than October 30, 1996, a consent solicitation with respect to the Purchasers shall commence a solicitation Company Notes (the “Consent Solicitation”) for the purposes of obtaining the waivers and consents from the holders of all outstanding the Company Notes requisite to amend the Company Notes Indenture with respect to the assumption or guarantee by a Subsidiary of Parent (the "Consent Solicitation"“AssumptionSub”) of the Company Notes on customary terms and conditions reasonably acceptable to certain amendments (the "Amendments") to that certain Indenture, dated as of May 24, 1994 among Petro PSC Properties, L.P. (as predecessor to Parent and the Company), Petro Financial Corporation and First Trust National Association, as Trustee. The effectiveness of Company shall use its commercially reasonable efforts to obtain the Amendments will be conditioned upon obtaining valid waivers and consents from holders requisite to effect such amendments or waivers; provided that (x) the Company shall have received from Parent the completed Consent Solicitation Documents, which shall be reasonably acceptable to the Company and (y) at the time of not less than 75% such commencement, Parent and Merger Sub shall have performed or complied in aggregate principal amount all material respects with all of their agreements and covenants required by this Agreement to be performed on or prior to the time that the Consent Solicitation is to be commenced. (b) The Company shall retain, at Parent’s sole cost and expense, the financial institution reasonably requested by Parent and reasonably acceptable to the Company to act as sole solicitation agent in connection with the Consent Solicitation. The Company shall cause DS Services of America, Inc. to execute a customary solicitation agent agreement, in form and substance reasonably acceptable to Parent and the Company, with such financial institution and shall use its commercially reasonable efforts to assist the solicitation agent in obtaining a list of beneficial holders of the Company Notes outstanding(or The Depository Trust Company participants holding Company Notes on behalf of such beneficial holders), customary legal opinions as may be reasonably requested by the solicitation agent and any other customary documents reasonably required by the solicitation agent in connection with the Consent Solicitation at Parent’s sole cost and expense. (c) Parent covenants and agrees that, on or before the Closing Date, assuming the requisite consents under the Company Notes Indenture are received, AssumptionSub shall execute such supplemental indentures to the Company Notes Indenture, in form and substance reasonably satisfactory to Parent and the Company, as may be necessary to implement the amendments set forth in the Consent Solicitation Documents (the “Supplemental Indentures”). The other terms Company covenants and conditions agrees that, promptly following the expiration of the Consent Solicitation, assuming the requisite consents under the Company Notes Indenture are received, DS Services of America, Inc. shall execute such Supplemental Indentures; provided that the Supplemental Indentures shall not become operative unless and until the terms consent payment has been paid to the holders of the Amendments, will be substantially, Company Notes as set forth in the draft form of Consent Solicitation, dated October 18, 1996, previously provided to the Company Solicitation Documents and the Fremont Partners. The Purchasers and the Company shall cooperate each other condition thereto set forth in the making and completion of the Consent Solicitation and Documents, including the effectiveness of the Closing, has been satisfied or waived. Notwithstanding anything in causing this Agreement to the Amendments contrary, in no event shall the Company, any of its Subsidiaries, or Parent or any of its Subsidiaries, including AssumptionSub, have any obligation to authorize, adopt or execute any Supplemental Indenture or other agreement relating to the Consent Solicitation that would become effective prior to the Closing. If . (d) Parent and the Company shall each execute and deliver such customary closing certificates and other similar documents as may be reasonably requested by the Purchasers, trustee for the Company Notes in connection with the execution of the Supplemental Indentures. Parent and the Company shall (i) provide each use its commercially reasonable efforts to obtain such customary legal opinions as may be reasonably requested by the Purchasers trustee for the Company Notes in connection with such lists the execution of the registered Supplemental Indentures, at Parent’s sole cost and expense. The parties hereto acknowledge and agree that the consummation of the Consent Solicitation is a condition to Closing. (e) As promptly as reasonably practicable after the date of this Agreement, Parent, at its own expense, shall prepare and deliver to the Company all necessary and appropriate documentation in connection with the solicitation of holders of the Company Notes as the Purchasers may request; (ii) fix a record date for the purpose of determining the holders of Notes entitled to consent pursuant to the Amendments; Consent Solicitation, including the consent solicitation statement, related letters of transmittal and other related documents (iii) executecollectively, the “Consent Solicitation Documents”). Parent and request the Trustee to execute, an amendment to the Indenture reflecting the Amendments, all as soon as the Company is advised by shall reasonably cooperate with each other in the Purchasers that preparation of the Consent Solicitation Documents. All documents distributed to the holders of the requisite principal Company Notes in connection with the Consent Solicitation shall be subject to prior review and comment by the Company and Parent and shall be reasonably acceptable to each of them. If at any time prior to the completion of the Consent Solicitation, any information in the Consent Solicitation Documents should be discovered by the Company or Parent necessary to ensure that the Consent Solicitation Documents do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated to the holders of the Company Notes. (f) Parent shall pay any consideration payable to the holders of the Company Notes and all fees and expenses of any solicitation agent, information agent, depositary or other Person retained in connection with the Consent Solicitation (or if paid by the Company, Parent shall promptly reimburse the Company), and Parent further agrees to reimburse the Company for all of its reasonable out-of-pocket costs in connection with the Consent Solicitation promptly following incurrence and delivery of reasonable documentation of such costs. Notwithstanding the foregoing, the maximum amount of any consent fee for which Parent is responsible shall be as separately agreed by the Notes have consented (Parent and not theretofore revoked such consent to such amendments)Company on the date hereof. Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Company Subsidiaries, and its and their officers, directors and Representatives and each person, if any, who controls the Company within the meaning of Section 20 of the Exchange Act for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Consent Solicitation and the Consent Solicitation Documents; provided, however, that -------- ------- the Purchasers neither Parent nor Merger Sub shall (A) deliver have any obligation to indemnify and hold harmless any such party or person to the Companyextent that any such liabilities, promptly after receipt but losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred arises from disclosure regarding the Company (i) supplied by the Company in no case, more than 3 Business Days after receipt, all consents received pursuant to writing expressly for use in the Consent Solicitation and Documents or (B) deliver to the Trustee any required legal opinions. The Purchasers shall ensure that the Consent Solicitation is conducted in accordance with all applicable laws and the Indenture and that all consents acquired pursuant to the Consent Solicitation effect the Amendments in accordance with all applicable laws and the Indenture. Subject to Sections 1.3(b)(i) and 13.1 hereof, the Purchasers shall be responsible for all Consent Solicitation Expenses and all other expenses they incur (including, but not limited to, the fees and disbursements of counselii) in connection with the Holdings SEC Documents, in either case that have contained a material misstatement or relating to the Consent Solicitationomission.

Consent Solicitation. As soon as practicable following the date -------------------- hereof, but in no event later than October 30, 1996, the Purchasers shall commence a solicitation of consents from the holders of all outstanding Notes (the "Consent Solicitation") to certain amendments (the "Amendments") to that certain Indenture, dated as of May 24, 1994 among Petro PSC Properties, L.P. (as predecessor to the Company), Petro Financial Corporation and First Trust National Association, as Trustee. The effectiveness of the Amendments will be conditioned upon obtaining valid consents from holders of not less than 75% in aggregate principal amount of the Notes outstanding. The other terms and conditions of the Consent Solicitation, and the terms of the Amendments, will be substantially, as set forth in the draft form of Consent Solicitation, dated October 18, 1996, previously provided to the Company and the Fremont Partners. The Purchasers and the Company shall cooperate in the making and completion of the Consent Solicitation and in causing the Amendments to become effective prior to the Closing. If requested by the Purchasers, the Company shall (i) provide the Purchasers with such lists of the registered holders of the Notes as the Purchasers may request; (ii) fix a record date for the purpose of determining the holders of Notes entitled to consent to the Amendments; (iii) execute, and request the Trustee to execute, an amendment to the Indenture reflecting the Amendments, all as soon as the Company is advised by the Purchasers that the holders of the requisite principal amount of the Notes have consented (and not theretofore revoked such consent to such amendments); provided, however, that -------- ------- the Purchasers shall (A) deliver to the Company, promptly after receipt but in no case, more than 3 Business Days after receipt, all consents received pursuant to the Consent Solicitation and (B) deliver to the Trustee any required legal opinions. The Purchasers shall ensure that the Consent Solicitation is conducted in accordance with all applicable laws and the Indenture and that all consents acquired pursuant to the Consent Solicitation effect the Amendments in accordance with all applicable laws and the Indenture. Subject to Sections 1.3(b)(i) and 13.1 hereof, the Purchasers shall be responsible for all Consent Solicitation Expenses and all other expenses they incur (including, but not limited to, the fees and disbursements of counsel) in connection with or relating to the Consent Solicitation.