Definitive Documentation. The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) shall consist of: (a) the Plan (and all exhibits thereto); (b) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (c) the Disclosure Statement and the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”); (d) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials; (e) the documentation in respect of the DIP Facility (including the DIP Credit Agreement, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit Agreement, and all other motions, briefs, affidavits, declarations, orders, and other documents related to the DIP Credit Agreement) (the “DIP Documentation”); (f) customary “first day” and “second day” motions and proposed orders (the “First Day and Second Day Pleadings”); (g) the Exit Facility and all related documents (the “Exit Facility Documentation”); (h) the New Exit Note, if any; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurred, the Sponsor Backstop Commitment Agreement (as defined in Exhibit A-1 hereto) or (B) if the Noteholder Termination shall have occurred, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto); (j) so long as the Noteholder Termination (as defined below) shall not have occurred, the Noteholder Backstop Commitment Agreement; (k) the Rights Offering Procedures; (l) such documentation to be determined by the Plan Sponsor and the Debtors governing the terms of the Incremental Equity Investment (if any); (m) the Registration Rights Agreement; (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporation, limited liability agreements, bylaws, and other organizational documents (as applicable) of the Reorganized Debtors; and (r) all other documents that will comprise the Plan Supplement or are otherwise related to the Plan. The Definitive Documentation remains subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and shall be subject to any consent rights set forth in this Agreement and otherwise be in form and substance acceptable to the Debtors and the Required Supporting Term Lenders5 and reasonably acceptable to the Required Supporting Noteholders and the Prepetition RBL Agent; provided that, except as otherwise set forth herein, the Definitive Documentation shall be deemed acceptable to the Prepetition RBL Agent unless the Prepetition RBL Agent delivers written notice (which may be by email) to the contrary to the Company Parties and the Required Supporting Term Lenders within two (2) business days of the Prepetition RBL Agent’s receipt of such documentation; provided, further, that the Exit Facility Documentation shall be in form and substance acceptable to the Debtors, the Required Supporting Term Lenders and the Prepetition RBL Agent and reasonably acceptable to the Required Supporting Noteholders, and the Exit Facility contemplated thereunder shall be consistent in all material respects with the Exit Facility Term Sheet; provided, further, that, by executing this Agreement, the undersigned Parties acknowledge and agree that the form and substance of the DIP Credit Agreement, the Interim DIP Order, and the Sponsor Backstop Commitment Agreement and the Noteholder Backstop Commitment Agreement attached to the Restructuring Term Sheet, respectively, as Exhibit X-0, Xxxxxxx X-0, Exhibit E, and Exhibit G are each acceptable to such Party (for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require the consent of the parties as set forth therein and herein); provided, further, that the undersigned Original RSA Parties acknowledge and agree that the form and substance of the Equity Backstop Commitment Agreement (as defined in Exhibit A-2) is acceptable to each such Party; provided, further, that the Definitive Documentation shall specify the price per share and the number of shares with respect to the New Common Equity Pool in a manner acceptable to the Plan Sponsor.
Appears in 2 contracts
Samples: Dip Credit Agreement (Legacy Reserves Inc.), Dip Credit Agreement (Legacy Reserves Inc.)
Definitive Documentation. The Company and the Initial Consenting Noteholders shall, in good faith, negotiate, execute and deliver definitive documents and agreements governing documentation necessary to implement the Restructuring Transaction (collectivelyincluding any modifications, the “Definitive Documentation”) shall consist of: (a) the Plan (and all exhibits amendments or supplements thereto); (b) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (c) the Disclosure Statement and the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”); (d) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials; (e) the documentation in respect of the DIP Facility (including the DIP Credit Agreement, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit Agreement, and all other motions, briefs, affidavits, declarations, orders, and other documents related to the DIP Credit Agreement) (the “DIP Documentation”); (f) customary “first day” and “second day” motions and proposed orders (the “First Day and Second Day Pleadings”); (g) the Exit Facility and all related documents (the “Exit Facility Documentation”); (h) the New Exit Note, if any; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurred, the Sponsor Backstop Commitment Agreement (as defined in Exhibit A-1 hereto) or (B) if the Noteholder Termination shall have occurred, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto); (j) so long as the Noteholder Termination (as defined below) shall not have occurred, the Noteholder Backstop Commitment Agreement; (k) the Rights Offering Procedures; (l) such documentation to be determined by the Plan Sponsor and the Debtors governing the terms of the Incremental Equity Investment (if any); (m) the Registration Rights Agreement; (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporation, limited liability agreements, bylaws, and other organizational documents (as applicable) of the Reorganized Debtors; and (r) all other documents that will comprise the Plan Supplement or are otherwise related to the Plan. The Definitive Documentation remains subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and shall be subject to any consent rights set forth in this Agreement and otherwise be in form and substance acceptable to the Debtors Company and the Required Supporting Initial Consenting Noteholders. Common Share Consolidation The common shares of the Company may be consolidated in connection with the implementation of the Transaction, as may be determined by the Company and the Initial Consenting Noteholders. Other Conditions and Approvals The Transaction shall be subject to other approvals and conditions as are customary for transactions of this nature, including, without limitation, as applicable: (a) receipt of any and all required consents and approvals from required security holders and other required parties, unless otherwise addressed pursuant to the Final Order; (b) as part of the Transaction, all of the Convertible Debentures shall be exchanged in accordance with this Term Lenders5 Sheet and reasonably all claims with respect to the Convertible Debentures shall be irrevocably and finally extinguished, discharged and released; (c) the continued listing of the Company’s common shares on the Toronto Stock Exchange (subject to receipt of customary final documentation); (d) extension of the Revolving Credit Facility for a one-year term on substantially similar terms as the current Revolving Credit Facility, and/or with such other terms as are acceptable to the Required Supporting Noteholders Company and the Prepetition RBL AgentInitial Consenting Noteholders; provided that, except as otherwise set forth herein, the Definitive Documentation shall be deemed acceptable (e) amendment to the Prepetition RBL Agent unless Existing Second Lien Note Purchase Agreement to reflect the Prepetition RBL Agent delivers written notice (which may be by email) to terms of and allow for the contrary to the Company Parties and the Required Supporting Term Lenders within two (2) business days implementation of the Prepetition RBL Agent’s receipt of such documentation; provided, further, that the Exit Facility Documentation shall be Transaction in accordance with this Term Sheet in form and substance acceptable to the DebtorsCompany and the Initial Consenting Noteholders; (f) execution of an intercreditor agreement to reflect the lien subordination of the New Third Lien Notes to the Revolving Credit Facility, the Required Supporting Term Lenders Existing Second Lien Notes and the Prepetition RBL Agent New Second Lien Notes in form and reasonably substance acceptable to the Required Supporting Noteholders, Company and the Exit Facility contemplated thereunder Initial Consenting Noteholders; (g) the Support Agreement shall be consistent remain in all material respects with full force and effect and shall not have terminated; (h) entry of the Exit Facility Term Sheet; provided, further, that, by executing this Agreement, the undersigned Parties acknowledge Interim Order and agree that the Final Order in form and substance acceptable to the Company and the Initial Consenting Noteholders; (i) payment of reasonable documented fees and expenses of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxxxx Xxxxx LLP and Xxxxxxxx Inc., the legal and financial advisors to the Initial Consenting Noteholders, in each case in accordance with the terms and conditions of written agreements entered into with the Company; and (j) consummation of the DIP Credit AgreementCBCA Plan by the Outside Date. Equity Incentive Plans The Company shall not make changes to its existing equity incentive plans or implement any new or additional equity incentive plans, the Interim DIP Order, and the Sponsor Backstop Commitment Agreement and the Noteholder Backstop Commitment Agreement attached in each case on or prior to the Restructuring Term Sheetimplementation of the Transaction, respectively, as Exhibit X-0, Xxxxxxx X-0, Exhibit E, and Exhibit G are each acceptable to such Party (for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require without the consent of the parties as set forth therein Initial Consenting Noteholders, and herein); provided, further, that shall not prior to the undersigned Original RSA Parties acknowledge and agree that the form and substance implementation of the Equity Backstop Commitment Agreement Transaction, without the consent of the Initial Consenting Noteholders, settle any existing equity awards (other than in the ordinary course pursuant to the terms of the existing equity incentive plans) or deem the Transaction to be a change of control pursuant to any existing equity incentive plans. Second Lien Warrants The Second Lien Warrants shall be amended as defined in Exhibit A-2of the Effective Date to represent 5% of the outstanding common shares of the Company following implementation of the Transaction (subject to dilution by issuances under the Company’s equity incentive plans) is acceptable and to each such Party; providedhave an amended exercise price equal to the equity value of the common shares of the Company, further, that the Definitive Documentation shall specify the price on a per share basis, based upon a methodology that has been agreed upon by the Company and the number Initial Consenting Noteholders. The Second Lien Warrants shall dilute all of shares with respect to the outstanding common shares, including the New Common Equity Pool Shares, of the Company. Public Announcements All public announcements in a manner respect of the Transaction shall be in form acceptable to the Plan SponsorCompany and the Initial Consenting Noteholders, provided that nothing shall prevent a party from making public disclosure in respect of the Transaction to the extent required by applicable law.
Appears in 1 contract
Samples: Note Purchase Agreement (Bellatrix Exploration Ltd.)
Definitive Documentation. The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) governing the Restructuring Transactions shall consist ofinclude every order entered by the Bankruptcy Court, and every pleading, motion, proposed order, or document filed by the Debtors at any point prior to the Termination Date including, without limitation: (a) the Plan (and all exhibits thereto) and the confirmation order with respect to the Plan (the “Confirmation Order”); (b) the Confirmation Order Disclosure Statement (and pleadings in support of entry of the Confirmation Orderall exhibits thereto); (c) the Disclosure Statement and the other solicitation materials in with respect of to the Plan (such materials, collectively, the “Solicitation Materials”); and (d) any documents or agreements in connection with the order reorganized Debtors after the date of consummation of the Bankruptcy Court approving transactions contemplated by the Disclosure Statement and the Solicitation Materials; (e) the documentation in respect of the DIP Facility (including the DIP Credit Agreement, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit Agreement, and all other motions, briefs, affidavits, declarations, orders, and other documents related to the DIP Credit Agreement) Plan (the “DIP DocumentationPlan Effective Date”); (f) customary “first day” and “second day” motions and proposed orders (the “First Day and Second Day Pleadings”); (g) the Exit Facility and all related documents (the “Exit Facility Documentation”); (h) the New Exit Note, if any; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurredincluding, the Sponsor Backstop Commitment Agreement (as defined in Exhibit A-1 hereto) or (B) if the Noteholder Termination shall have occurredwithout limitation, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto); (j) so long as the Noteholder Termination (as defined below) shall not have occurredany shareholders’ agreements, the Noteholder Backstop Commitment Agreement; (k) the Rights Offering Procedures; (l) such documentation to be determined by the Plan Sponsor and the Debtors governing the terms of the Incremental Equity Investment (if any); (m) the Registration Rights Agreement; (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporationincorporation or similar organizational documents, limited liability agreements, bylaws, and or other organizational documents (as applicable) of the Reorganized Debtors; and (r) all other documents that will comprise the Plan Supplement related transactional or are otherwise related to the Plancorporate documents. The Definitive Documentation identified in the foregoing sentence remains subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement. Any document that is included within the definition of “Definitive Documentation,” including any amendment, supplement, or modification thereof, shall be in a form and substance reasonably satisfactory to the Debtors and the Requisite Consenting Creditors; provided, that for documents, terms, and provisions of the Definitive Documentation that constitute a Supermajority Matter (as defined below), such documents, terms, and provisions shall be subject to any consent rights set forth in this Agreement and otherwise be in form and substance acceptable to the Debtors and the Required Supporting Term Lenders5 and reasonably acceptable to the Required Supporting Noteholders and the Prepetition RBL Agent; provided that, except Requisite Supermajority Consenting Creditors (as otherwise set forth herein, the Definitive Documentation shall be deemed acceptable to the Prepetition RBL Agent unless the Prepetition RBL Agent delivers written notice (which may be by email) to the contrary to the Company Parties and the Required Supporting Term Lenders within two (2) business days of the Prepetition RBL Agent’s receipt of such documentation; provided, further, that the Exit Facility Documentation shall be in form and substance acceptable to the Debtors, the Required Supporting Term Lenders and the Prepetition RBL Agent and reasonably acceptable to the Required Supporting Noteholders, and the Exit Facility contemplated thereunder shall be consistent in all material respects with the Exit Facility Term Sheet; provided, further, that, by executing this Agreement, the undersigned Parties defined below). The Debtors acknowledge and agree that they will provide advance draft copies of all Definitive Documentation at least five (5) days prior to the date when the Debtors intend to file any such pleading or other document (and, if not reasonably practicable, as soon as reasonably practicable prior to filing) to Xxxxxx & Xxxxxxx LLP (“Latham”), as counsel to the Consenting Incremental Term Loan Lenders, and Weil, Gotshal & Xxxxxx LLP (“Weil”), as counsel to the Consenting OpCo Noteholders, and shall consult in good faith with Latham and Weil regarding the form and substance of the DIP Credit Agreement, the Interim DIP Order, and the Sponsor Backstop Commitment Agreement and the Noteholder Backstop Commitment Agreement attached to the Restructuring Term Sheet, respectively, as Exhibit X-0, Xxxxxxx X-0, Exhibit E, and Exhibit G are each acceptable to any such Party (for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require the consent of the parties as set forth therein and herein); provided, further, that the undersigned Original RSA Parties acknowledge and agree that the form and substance of the Equity Backstop Commitment Agreement (as defined in Exhibit A-2) is acceptable to each such Party; provided, further, that the Definitive Documentation shall specify the price per share and the number of shares with respect to the New Common Equity Pool in a manner acceptable to the Plan Sponsorproposed filing.
Appears in 1 contract
Samples: Restructuring Support Agreement (Seventy Seven Energy Inc.)
Definitive Documentation. The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) governing the Restructuring shall consist ofinclude: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the Confirmation Order order approving and pleadings in support of entry of confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the Disclosure Statement disclosure statement (and the other solicitation materials in all exhibits thereto) with respect of to the Plan (such materials, the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (de) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials; (e) the documentation in respect of the DIP Facility (including the DIP Credit Agreement, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit Agreement, and all other motions, briefs, affidavits, declarations, orders, and other documents related to the DIP Credit Agreement) Materials (the “DIP DocumentationDS Order”); (f) customary “first day” and “second day” motions and proposed orders the interim (the “First Day Interim DIP Order”) and Second Day Pleadingsfinal (the “Final DIP Order”)) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing; (g) the Exit Facility and all related documents any credit agreement for debtor-in-possession financing (the “Exit Facility DocumentationDIP Facility”); (h) the New Exit Note, if anyBackstop Commitment Agreement; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurred, order approving the Sponsor entry into the Backstop Commitment Agreement (as defined in Exhibit A-1 hereto) or (B) if the Noteholder Termination shall have occurred, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto)Agreement; (j) so long as the Noteholder Termination (as defined below) shall not have occurred, the Noteholder Backstop Equity Commitment Agreement; (k) any order approving the Rights Offering ProceduresEquity Commitment Agreement; and (l) such documentation to be determined by the Plan Sponsor and the Debtors governing the terms of the Incremental Equity Investment (if any); (m) the Registration Rights Agreement; (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporation, limited liability agreements, bylaws, and other organizational documents (as applicable) of the Reorganized Debtors; and (r) all other documents identified on Exhibit C hereto that will comprise the Plan Supplement or are otherwise related to the PlanSupplement. The Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion and shall, upon completion, (ii) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iii) shall (except with respect to the Definitive Documentation referenced in subsection (f) and shall be subject to any consent rights set forth in this Agreement and otherwise (g))otherwise be in form and substance acceptable satisfactory to the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Supporting Term Lenders5 Consenting Senior Note Holders”), and reasonably acceptable (iv) shall, with respect to the Required Supporting Noteholders Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the Prepetition RBL Agent; provided thatnotes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, except as be otherwise set forth herein, in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation shall be deemed acceptable that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Prepetition RBL Agent unless the Prepetition RBL Agent delivers written notice (which may be by email) to the contrary to the Company Restructuring Support Parties and the Required Supporting Term Lenders within at least two (2) business days of before the Prepetition RBL Agent’s receipt of date on which Debtors intend to file such documentation; provided, further, that the Exit Facility Documentation shall be in form and substance acceptable to the Debtors, the Required Supporting Term Lenders and the Prepetition RBL Agent and documents or as soon as reasonably acceptable to the Required Supporting Noteholders, and the Exit Facility contemplated thereunder shall be consistent in all material respects with the Exit Facility Term Sheet; provided, further, that, by executing this Agreement, the undersigned Parties acknowledge and agree that the form and substance of the DIP Credit Agreement, the Interim DIP Order, and the Sponsor Backstop Commitment Agreement and the Noteholder Backstop Commitment Agreement attached to the Restructuring Term Sheet, respectively, as Exhibit X-0, Xxxxxxx X-0, Exhibit E, and Exhibit G are each acceptable to such Party (for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require the consent of the parties as set forth therein and herein); provided, further, that the undersigned Original RSA Parties acknowledge and agree that the form and substance of the Equity Backstop Commitment Agreement (as defined in Exhibit A-2) is acceptable to each such Party; provided, further, that the Definitive Documentation shall specify the price per share and the number of shares with respect to the New Common Equity Pool in a manner acceptable to the Plan Sponsorpracticable thereafter.
Appears in 1 contract
Samples: Plan Supplement Documents (Vanguard Natural Resources, LLC)
Definitive Documentation. The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) governing the Restructuring shall consist ofinclude: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the Confirmation Order order approving and pleadings in support of entry of confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the Disclosure Statement disclosure statement (and the other solicitation materials in all exhibits thereto) with respect of to the Plan (such materials, the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (de) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials; (e) the documentation in respect of the DIP Facility (including the DIP Credit Agreement, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit Agreement, and all other motions, briefs, affidavits, declarations, orders, and other documents related to the DIP Credit Agreement) Materials (the “DIP DocumentationDS Order”); (f) customary “first day” and “second day” motions and proposed orders the interim (the “First Day Interim DIP Order”) and Second Day Pleadingsfinal (the “Final DIP Order”)) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing; (g) the Exit Facility and all related documents any credit agreement for debtor-in-possession financing (the “Exit Facility DocumentationDIP Facility”); (h) the New Exit Note, if anyBackstop Commitment Agreement; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurred, order approving the Sponsor entry into the Backstop Commitment Agreement (as defined in Exhibit A-1 hereto) or (B) if the Noteholder Termination shall have occurred, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto)Agreement; (j) so long as the Noteholder Termination (as defined below) shall not have occurred, the Noteholder Backstop Equity Commitment Agreement; (k) any order approving the Rights Offering ProceduresEquity Commitment Agreement; and (l) such documentation to be determined by the Plan Sponsor and the Debtors governing the terms of the Incremental Equity Investment (if any); (m) the Registration Rights Agreement; (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporation, limited liability agreements, bylaws, and other organizational documents (as applicable) of the Reorganized Debtors; and (r) all other documents identified on Exhibit C hereto that will comprise the Plan Supplement or are otherwise related to the PlanSupplement. The Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion and shall, upon completion, (ii) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iii) shall (except with respect to the Definitive Documentation referenced in subsection (f) and shall be subject to any consent rights set forth in this Agreement and otherwise (g))otherwise be in form and substance acceptable satisfactory to the Debtors and the Required Supporting Term Lenders5 and reasonably acceptable to the Required Supporting Noteholders and the Prepetition RBL Agent; provided that, except as otherwise set forth herein, the Definitive Documentation shall be deemed acceptable to the Prepetition RBL Agent unless the Prepetition RBL Agent delivers written notice (which may be by email) to the contrary to the Company Parties and the Required Supporting Term Lenders within two (2) business days those parties holding more than 66.66% of the Prepetition RBL Agent’s receipt of such documentation; providedBackstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”), further, that the Exit Facility Documentation shall be in form and substance acceptable to the Debtors, the Required Supporting Term Lenders and the Prepetition RBL Agent and reasonably acceptable to the Required Supporting Noteholders, and the Exit Facility contemplated thereunder shall be consistent in all material respects with the Exit Facility Term Sheet; provided, further, that, by executing this Agreement, the undersigned Parties acknowledge and agree that the form and substance of the DIP Credit Agreement, the Interim DIP Order, and the Sponsor Backstop Commitment Agreement and the Noteholder Backstop Commitment Agreement attached to the Restructuring Term Sheet, respectively, as Exhibit X-0, Xxxxxxx X-0, Exhibit E, and Exhibit G are each acceptable to such Party (for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require the consent of the parties as set forth therein and herein); provided, further, that the undersigned Original RSA Parties acknowledge and agree that the form and substance of the Equity Backstop Commitment Agreement (as defined in Exhibit A-2) is acceptable to each such Party; provided, further, that the Definitive Documentation shall specify the price per share and the number of shares with respect to the New Common Equity Pool in a manner acceptable to the Plan Sponsor.and
Appears in 1 contract
Samples: cases.primeclerk.com
Definitive Documentation. The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) governing the Restructuring shall consist ofinclude: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the Confirmation Order order approving and pleadings in support of entry of confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the Disclosure Statement disclosure statement (and the other solicitation materials in all exhibits thereto) with respect of to the Plan (such materials, the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (de) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials; (e) the documentation in respect of the DIP Facility (including the DIP Credit Agreement, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit Agreement, and all other motions, briefs, affidavits, declarations, orders, and other documents related to the DIP Credit Agreement) Materials (the “DIP DocumentationDS Order”); (f) customary theany interim (thean “first day” and “second day” motions and proposed orders Interim DIP Order”) andor final (the “First Day Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing and Second Day Pleadings”)entered by the Bankruptcy Court after May [ ], 2017; (g) the Exit Facility and all related documents any credit agreement for debtor-in-possession financing (the “Exit Facility DocumentationDIP Facility”)) executed or amended after May [ ], 2017; (h) the New Exit Note, if anyBackstop Commitment Agreement; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurred, order approving the Sponsor entry into the Backstop Commitment Agreement (as defined in Exhibit A-1 hereto) or (B) if the Noteholder Termination shall have occurred, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto)Agreement; (j) so long as the Noteholder Termination (as defined below) shall not have occurred, the Noteholder Backstop Equity Commitment Agreement; (k) any order approving the Rights Offering ProceduresEquity Commitment Agreement; and (l) such documentation to be determined by the documents governing the Revolving Facility, Term Loan A and the Alternative Term Loan (each as defined in the Plan Sponsor and the Debtors governing the terms of the Incremental Equity Investment (if anyTerm Sheet); (m) the Registration Rights Agreement; Hedge Order (as defined in the Plan Term Sheet), ISDA and the other agreements and documents relating to hedging and (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporation, limited liability agreements, bylaws, and other organizational documents (as applicable) of the Reorganized Debtors; and (r) all other documents identified on Exhibit C hereto that will be filed with the Disclosure Statement or otherwise comprise the Plan Supplement or are otherwise related to the PlanSupplement. The Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion and shall, upon completion, (ii) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iii) shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))ii) shall be subject to any consent rights set forth in this Agreement and otherwise be in form and substance acceptable satisfactory to the Debtors and reasonably satisfactory to those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit ECommitment held by Senior Commitment Parties (under, and as defined, in the Backstop Commitment Agreement) (the “Required Supporting Term Lenders5 Consenting Senior Note Holders”), and reasonably acceptable (iv and, other than with respect to items 4, 5, 9, and 11 on Exhibit C hereto, Consenting RBL Lenders holding more than 66.66% of the Consenting RBL Facility Claims (the “Required Consenting RBL Lenders”), and (iii) shall, with respect to the Required Supporting Noteholders Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the Prepetition RBL Agent; provided thatnotes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, except as be otherwise set forth herein, in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation shall be deemed acceptable that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Prepetition RBL Agent unless the Prepetition RBL Agent delivers written notice (which may be by email) to the contrary to the Company Restructuring Support Parties and the Required Supporting Term Lenders within at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter. The Debtors will provide drafts of the Prepetition RBL Agent’s receipt of such documentation; provideditems 4, further5, that the Exit Facility Documentation shall be in form 9, and substance acceptable 11 on Exhibit C hereto to the Debtors, the Required Supporting Term Consenting RBL Lenders and the Prepetition RBL Agent and reasonably acceptable to the Required Supporting Noteholders, and the Exit Facility contemplated thereunder shall be consistent will consider their reasonable comments in all material respects with the Exit Facility Term Sheet; provided, further, that, by executing this Agreement, the undersigned Parties acknowledge and agree that the form and substance of the DIP Credit Agreement, the Interim DIP Order, and the Sponsor Backstop Commitment Agreement and the Noteholder Backstop Commitment Agreement attached to the Restructuring Term Sheet, respectively, as Exhibit X-0, Xxxxxxx X-0, Exhibit E, and Exhibit G are each acceptable to such Party (for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require the consent of the parties as set forth therein and herein); provided, further, that the undersigned Original RSA Parties acknowledge and agree that the form and substance of the Equity Backstop Commitment Agreement (as defined in Exhibit A-2) is acceptable to each such Party; provided, further, that the Definitive Documentation shall specify the price per share and the number of shares with respect to the New Common Equity Pool in a manner acceptable to the Plan Sponsorgood faith.
Appears in 1 contract
Samples: cases.primeclerk.com
Definitive Documentation. The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive DocumentationPlan Restructuring Documents”) shall 4 For the avoidance of doubt, the obligations and rights of the Consenting Creditors described in this Agreement shall apply to any postpetition claims acquired by such Consenting Creditors in accordance with the Restructuring Transactions. consist of: (a) the motion to assume this Agreement pursuant to sections 105(a) and 365 of the Bankruptcy Code and the performance by the Debtors of their obligations hereunder (the “RSA Assumption Motion”) and the order approving the RSA Assumption Motion (the “RSA Assumption Order”); (b) the Plan (and all exhibits thereto); (bc) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (cd) the Disclosure Statement and Statement, the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”); (d) , the motion to approve the Disclosure Statement, and the order of entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Solicitation MaterialsBankruptcy Code (the “Disclosure Statement Order”); (e) the documentation in respect of the EFIH First Lien DIP Facility Financing (including the DIP Credit Agreement, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit Agreement, related motions and all other motions, briefs, affidavits, declarations, orders, and other documents related to the DIP Credit Agreement) (the “DIP Documentation”); (f) customary “first day” and “second day” the documentation in respect of the EFIH Second Lien DIP Financing (including related motions and proposed orders (the “First Day and Second Day Pleadings”orders); (g) the Exit Facility and all related documents (the “Exit Facility Documentation”)Oncor TSA Amendment; (h) the New Exit NoteIRS Submissions and the Private Letter Ruling, if any; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurred, the Sponsor Backstop Commitment Conversion Agreement (as defined in Exhibit A-1 heretothe Commitment Letter) or (B) if the Noteholder Termination shall have occurred, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 heretoincluding any related order); (j) so long as the Noteholder Termination motion (as defined belowthe “Approval Motion”) shall not have occurredand related orders to obtain entry of (i) an order (the “Approval Order”) authorizing, among other things, (A) the Noteholder Backstop EFIH First Lien Settlement, (B) the EFIH Second Lien Settlement; and (C) EFH and EFIH to perform their obligations under the Commitment Letter, including the payment of professionals’ fees on the terms set forth in the Commitment Letter and (ii) an order (the “Oncor TSA Amendment Order”) authorizing the Oncor TSA Amendment, all in a manner consistent with the terms of this Agreement; (k) the Rights Offering Proceduresdocumentation in respect of the EFIH First Lien Settlement (including the related order); (l) such the documentation to be determined by the Plan Sponsor and the Debtors governing the terms in respect of the Incremental Equity Investment EFIH Second Lien Settlement (if anyincluding the related order); (m) any pleadings or orders related to the Registration Rights AgreementEFIH First Lien Makewhole Claim and/or EFIH Second Lien Makewhole Claim (collectively, the “Make-Whole Pleadings”); (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporation, limited liability agreements, bylaws, and other organizational documents (as applicable) of the Reorganized Debtors; and (r) all other documents that will comprise the Plan Supplement or are otherwise related Supplement; and (o) a motion seeking entry of an order and the resulting order restricting transfers of claims against the Debtors to the Planextent such transfers would adversely affect the Debtors’ ability to obtain any required regulatory consents (the “Trading Motion”). The Definitive Documentation remains Plan Restructuring Documents remain subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and shall be subject to any consent rights set forth in this Agreement and otherwise be in form and substance reasonably acceptable to each of (i) the Debtors Debtors, (ii) the Consenting Interest Holders, and (iii) the Required Consenting Creditors; provided, however, that, only EFH, EFIH, the Consenting Fidelity EFIH First Lien Noteholders, the Consenting EFIH Second Lien Noteholders, the Consenting EFH Unsecured Noteholders, and the Required Supporting Term Lenders5 EFIH Unsecured Consenting Creditors, and reasonably acceptable no other Restructuring Support Party, shall have the foregoing rights described in this Section 3 over those documents pertaining exclusively to the Required Supporting Noteholders Restructuring Transactions and the Prepetition RBL Agent; provided that, except as otherwise set forth herein, the Definitive Documentation shall be deemed acceptable to the Prepetition RBL Agent unless the Prepetition RBL Agent delivers written notice (which may be by email) to the contrary to the Company Parties Chapter 11 Cases of EFH and the Required Supporting Term Lenders within two (2) business days of the Prepetition RBL Agent’s receipt of such documentationEFIH; provided, further, that the Exit Facility Documentation Approval Order, the Oncor TSA Amendment Order, and the Make-Whole Pleadings shall be in form and substance acceptable reasonably satisfactory to the DebtorsEFH, EFIH, the Required Supporting Term Lenders and Consenting Fidelity EFIH First Lien Noteholders, the Prepetition RBL Agent and reasonably acceptable to the Required Supporting Consenting EFH Unsecured Noteholders, and the Exit Facility contemplated thereunder Required EFIH Unsecured Consenting Creditors only (and no other Restructuring Support Party shall be consistent in all material respects with have the Exit Facility Term Sheet; foregoing rights) provided, further, that, by executing this the new EFH/EFIH debt and equity documents (including the Conversion Agreement, ) and the undersigned Parties acknowledge EFH and agree that EFIH corporate governance documents (including the selection of the board of directors and officers of such entities) shall be in form and substance of satisfactory to the DIP Credit AgreementRequired EFIH Unsecured Consenting Creditors only, in each case, subject to the Interim DIP Orderterms and conditions specified in the Term Sheet, and the Sponsor Backstop Commitment Agreement and the Noteholder Backstop Commitment Agreement attached to the Restructuring Term Sheet, respectively, as Exhibit X-0, Xxxxxxx X-0, Exhibit E, and Exhibit G are each acceptable to such Party (for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require the consent of the parties as set forth therein and herein); provided, further, that the undersigned Original RSA Parties acknowledge and agree that the form and substance of the Equity Backstop Commitment Agreement (as defined in Exhibit A-2) is acceptable to each such Party; provided, further, that the Definitive Documentation shall specify the price per share and the number of shares with respect to the New Common Equity Pool in a manner acceptable to the Plan Sponsor.Required EFIH Unsecured
Appears in 1 contract
Samples: Allocation Agreement (Energy Future Holdings Corp /TX/)
Definitive Documentation. The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) shall consist of: (a) the Plan (and all exhibits thereto); (b) the order confirming the Plan (the “Confirmation Order Order”) and pleadings in support of entry of the Confirmation Order; (c) the disclosure statement (the “Disclosure Statement Statement”) and the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”); (d) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials; (e) the documentation in with respect of to the DIP Facility (Facility, including the DIP Credit AgreementNote, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit AgreementMotion, and all other motions, briefs, affidavitsnotices, declarations, orders, and stipulations, or other documents related to the DIP Credit Agreement) Note (collectively, the “DIP Documentation”); (f) customary “first day” the documentation with respect to the Senior Secured Note, the Secured Subordinated Note, and “second day” motions the General Unsecured Note; (g) the documentation with respect to the Exit Facility, including the Exit Facility Agreement and proposed orders any and all other agreements, documents, certificates and instruments delivered or to be entered into in connection therewith (collectively, the “First Day and Second Day PleadingsExit Facility Documents”); (g) the Exit Facility and all related documents (the “Exit Facility Documentation”); (h) the New Exit Note, if any; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurred, the Sponsor Backstop Commitment Agreement (as defined in Exhibit A-1 hereto) or (B) if the Noteholder Termination shall have occurred, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto); (j) so long as the Noteholder Termination (as defined below) shall not have occurred, the Noteholder Backstop Commitment Agreement; (k) the Rights Offering Procedures; (l) such documentation to be determined by the Plan Sponsor and the Debtors governing the terms of the Incremental Equity Investment (if any); (m) the Registration Rights Agreement; (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporation, limited liability company agreements, bylaws, and other organizational and stockholders agreements and documents (as applicable) of the Reorganized Debtors; and (rh) all other documents that will comprise the Plan Supplement Supplement(s) or are otherwise related to the Plan. The Definitive Documentation remains subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and shall be subject to any consent rights set forth in this Agreement and otherwise be in form and substance reasonably acceptable to the Debtors; provided, that, the Exit Facility Documents shall be in form and substance reasonably acceptable to the Debtors and the Required Supporting Term Lenders5 Plan Co- Proponent and reasonably acceptable to the Required Supporting Noteholders and the Prepetition RBL Agent; provided that, except as otherwise set forth herein, the Definitive Documentation shall be deemed acceptable to the Prepetition RBL Agent unless the Prepetition RBL Agent delivers written notice (which may be by email) to the contrary to the Company Parties and the Required Supporting Term Lenders within two (2) business days of the Prepetition RBL Agent’s receipt of such documentation; provided, further, that the Exit Facility Documentation shall be in form and substance acceptable to the Debtors, the Required Supporting Term Lenders and the Prepetition RBL Agent and reasonably acceptable to the Required Supporting Noteholders, and the Exit Facility contemplated thereunder shall be consistent in all material respects with the Exit Facility Term Sheet; provided, further, that, by executing this Agreement, the undersigned Parties acknowledge and agree that the form and substance of the DIP Credit Agreement, the Interim DIP Order, and the Sponsor Backstop Commitment Agreement and the Noteholder Backstop Commitment Agreement Sheet attached to the Restructuring Term Sheet, respectively, as Exhibit X-0, Xxxxxxx X-0, Exhibit E, and Exhibit G are each acceptable to such Party (for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require the consent of the parties as set forth therein and herein); provided, further, that the undersigned Original RSA Parties acknowledge and agree that the form and substance of the Equity Backstop Commitment Agreement (as defined in Exhibit A-2) is acceptable to each such Party; provided, further, that the Definitive Documentation shall specify the price per share and the number of shares with respect to the New Common Equity Pool in a manner acceptable an exhibit to the Plan SponsorSupplement.
Appears in 1 contract
Samples: Plan Support Agreement
Definitive Documentation. The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) shall consist of: (a) the Plan (and all exhibits thereto); (b) the order of the Bankruptcy Court entered pursuant to section 1129 of the Bankruptcy Code confirming the Plan (the “Confirmation Order Order”) and pleadings in support of entry of the Confirmation Order; (c) the disclosure statement relating to the Plan, including all exhibits, appendices and schedules thereto, as amended, supplemented or modified from time to time (the “Disclosure Statement Statement”) and the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”); (d) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials; (e) the documentation in respect of the DIP Facility (including the DIP Credit Agreement, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit Agreement, and all other motions, briefs, affidavits, declarations, orders, and other documents related to the DIP Credit Agreement) (the “DIP Documentation”); (f) customary “first day” and “second day” motions and proposed orders (the “First Day and Second Day Pleadings”); (f) the motion and proposed order, if any, to be filed on the first day of the Chapter 11 Cases seeking use of cash collateral to fund the administration of the Chapter 11 Cases (collectively, the “Cash Collateral Motion”); (g) the Exit Facility motion and all proposed order to be filed on the first day of the Chapter 11 Cases seeking Bankruptcy Court approval of certain procedures and forms related documents to the Rights Offering and assumption of the Backstop Commitment Agreement (collectively, the “Exit Facility DocumentationApproval Motion”); (h) any settlement, compromise, amendment or other restructuring of the New Exit Note, if any; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurred, the Sponsor Backstop Commitment Agreement FT Agreements (as defined in Exhibit A-1 hereto) the Plan), or (B) if the Noteholder Termination shall have occurred, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto); (j) so long as the Noteholder Termination (as defined below) shall not have occurred, the Noteholder Backstop Commitment Agreement; (k) the Rights Offering Procedures; (l) such documentation to be determined by the Plan Sponsor and the Debtors governing the terms of the Incremental Equity Investment (if any); (m) the Registration Rights Agreement; (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporation, limited liability agreements, bylaws, and other organizational documents (as applicable) of the Reorganized Debtors; any replacement agreement and (ri) all other documents that will comprise and forms of documents, agreements, schedules and exhibits to the Plan Supplement or are otherwise related to (the Plan“Plan Supplement”). The Where Definitive Documentation remains subject to negotiation and completion and as of the Agreement Effective Date, such Definitive Documentation shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and shall be subject to any consent rights set forth in this Agreement and otherwise be in form and substance acceptable to the Debtors and the Required Supporting Term Lenders5 and reasonably acceptable to the Required Supporting Noteholders and the Prepetition RBL Agent; provided that, except as otherwise set forth herein, the Definitive Documentation shall be deemed acceptable to the Prepetition RBL Agent unless the Prepetition RBL Agent delivers written notice (which may be by email) to the contrary to the Company Parties and the Required Supporting Term Lenders within two (2) business days of the Prepetition RBL Agent’s receipt of such documentation; provided, further, that the Exit Facility Documentation shall be in form and substance acceptable to the Debtors, the Required Supporting Term Lenders and the Prepetition RBL Agent and reasonably acceptable to the Required Supporting Noteholders, and the Exit Facility contemplated thereunder shall be consistent in all material respects with the Exit Facility Term Sheet; provided, further, that, by executing this Agreement, the undersigned Parties acknowledge and agree that the form and substance of the DIP Credit Agreement, the Interim DIP Order, and the Sponsor Backstop Commitment Agreement and the Noteholder Backstop Commitment Agreement attached to the Restructuring Term Sheet, respectively, as Exhibit X-0, Xxxxxxx X-0, Exhibit E, and Exhibit G are each acceptable to such Party (for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require the consent of the parties as set forth therein and herein); provided, further, that the undersigned Original RSA Parties acknowledge and agree that the form and substance of the Equity Backstop Commitment Agreement (as defined in Exhibit A-2) is acceptable to each such Party; provided, further, that the Definitive Documentation shall specify the price per share and the number of shares with respect to the New Common Equity Pool in a manner acceptable to the Plan Sponsor.,
Appears in 1 contract
Definitive Documentation. The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) shall consist of: (a) the Plan (and all exhibits thereto); (b) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (c) the Disclosure Statement and the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”); (d) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials; (e) the documentation in respect of the DIP Facility (including the DIP Credit Agreement, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit Agreement, Agreement and all other motions, briefs, affidavits, declarations, related motions and orders, and other documents related to the DIP Credit Agreement) (the “DIP Documentation”); (f) customary “first day” and “second day” motions and proposed orders (the “First Day and Second Day Pleadings”); (ge) the Exit Facility and all related documents (the “Exit Facility Documentation”); (h) the New Exit Note, if any; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurred, the Sponsor Backstop Commitment Agreement (as defined in Exhibit A-1 hereto) or (B) if the Noteholder Termination shall have occurred, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto); (j) so long as the Noteholder Termination (as defined below) shall not have occurred, the Noteholder Backstop Commitment Agreement; (k) the Rights Offering Procedures; (l) such documentation to be determined by the Plan Sponsor and the Debtors governing the terms of the Incremental Equity Investment (if any); (m) the Registration Rights Agreement; (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporation, limited liability agreements, bylaws, and other organizational documents (as applicable) of the Reorganized DebtorsLetter; and (rf) all other documents that will comprise the Plan Supplement or are otherwise related attached as exhibits to the Planthis Agreement. The Where Definitive Documentation remains subject to negotiation and completion and as of the Agreement Effective Date, such Definitive Documentation shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and shall be subject to any consent rights set forth in this Agreement and otherwise be in form and substance acceptable to the Debtors and reasonably acceptable to each of (i) the Supporting Common Interest Holders and (ii) the Required Supporting Term Lenders5 Consenting Creditors (and reasonably solely with respect to provisions relating to their treatment or rights, acceptable to the Required Supporting Noteholders and the Prepetition RBL Agent; provided that, except as otherwise set forth herein, the Definitive Documentation shall be deemed acceptable to the Prepetition RBL Agent unless the Prepetition RBL Agent delivers written notice (which may be by email) to the contrary to the Company Parties Consenting Term Lenders and the Required Consenting Revolving Lenders, and solely with respect to (x) their $100,000 cash recovery under the Plan, (y) any action that affects the releases granted under Article VIII of the Plan in a way that would render the releases granted to any Released Party affiliated with the Supporting Term Lenders within two Class B Interest Holders not commensurate with those granted to the other Released Parties, and (z) any consent, observation, or approval rights of the Supporting Class B Interest Holders set forth in Articles III.H, IX.A.1, X.A., and XII.J of the Plan). Notwithstanding the foregoing, the (1) Confirmation Order, (2) business days the DIP Facility Order, and (3) the new organizational and governance documents of the Prepetition RBL Agent’s receipt of such documentation; provided, further, that the Exit Facility Documentation Reorganized Holdings shall be in form and substance acceptable to the Debtors, Supporting Common Interest Holders and the Required Supporting Consenting Term Lenders Lenders. For the avoidance of doubt, (A) the DIP Facility Order and the Prepetition RBL Agent New Term Loan Agreement Documents, shall be in form and substance acceptable to the Required Consenting Revolving Lenders, (B) the Confirmation Order shall be acceptable to the Required Consenting Revolving Lenders to the extent affecting their treatment or rights, (C) (i) the Plan, and (ii) other Plan Supplement documents shall be reasonably acceptable to the Required Supporting NoteholdersConsenting Revolving Lenders to the extent affecting their treatment or rights, and (D) the Exit Facility contemplated thereunder the new organizational and governance documents of Reorganized Holdings (to the extent adverse in any material respect to the interests of the Required Consenting Revolving Lenders) shall be consistent in all material respects with the Exit Facility Term Sheet; provided, further, that, by executing this Agreement, the undersigned Parties acknowledge and agree that the form and substance acceptable the Required Consenting Revolving Lenders, it being expressly agreed and understood that all of the DIP Credit Agreement, provisions of the Interim DIP Order, and the Sponsor Backstop Commitment organizational documents (i) described in this Agreement and the Noteholder Backstop Commitment Agreement attached to the Restructuring Term Sheet, respectively, (ii) in effect as Exhibit X-0, Xxxxxxx X-0, Exhibit E, and Exhibit G are each acceptable to such Party (for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require the consent of the parties as set forth therein and herein); provideddate hereof, further, that the undersigned Original RSA Parties acknowledge and agree that the form and substance of the Equity Backstop Commitment Agreement (as defined in Exhibit A-2) is acceptable to each such Party; provided, further, that the Definitive Documentation shall specify the price per share and the number of shares with respect to the New Common Equity Pool in a manner are acceptable to the Plan SponsorConsenting Revolving Lenders.
Appears in 1 contract
Samples: bankrupt.com
Definitive Documentation. The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) governing the Restructuring shall consist ofinclude: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the Confirmation Order order approving and pleadings in support of entry of confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the Disclosure Statement disclosure statement (and the other solicitation materials in all exhibits thereto) with respect of to the Plan (such materials, the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (de) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials; (e) the documentation in respect of the DIP Facility (including the DIP Credit Agreement, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit Agreement, and all other motions, briefs, affidavits, declarations, orders, and other documents related to the DIP Credit Agreement) Materials (the “DIP DocumentationDS Order”); (f) customary any interim (an “first day” and “second day” motions and proposed orders Interim DIP Order”) or final (the “First Day Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing and Second Day Pleadings”)entered by the Bankruptcy Court after May [ ], 2017; (g) the Exit Facility and all related documents any credit agreement for debtor-in-possession financing (the “Exit Facility DocumentationDIP Facility”)) executed or amended after May [ ], 2017; (h) the New Exit Note, if anyBackstop Commitment Agreement; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurred, order approving the Sponsor entry into the Backstop Commitment Agreement (as defined in Exhibit A-1 hereto) or (B) if the Noteholder Termination shall have occurred, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto)Agreement; (j) so long as the Noteholder Termination (as defined below) shall not have occurred, the Noteholder Backstop Equity Commitment Agreement; (k) any order approving the Rights Offering ProceduresEquity Commitment Agreement; (l) such documentation to be determined by the documents governing the Revolving Facility, Term Loan A and the Alternative Term Loan (each as defined in the Plan Sponsor and the Debtors governing the terms of the Incremental Equity Investment (if anyTerm Sheet); (m) the Registration Rights Agreement; Hedge Order (as defined in the Plan Term Sheet), ISDA and the other agreements and documents relating to hedging and (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporation, limited liability agreements, bylaws, and other organizational documents (as applicable) of the Reorganized Debtors; and (r) all other documents identified on Exhibit C hereto that will be filed with the Disclosure Statement or otherwise comprise the Plan Supplement or are otherwise related to the PlanSupplement. The Definitive Documentation remains subject to negotiation and completion and shall, upon completion, identified in the foregoing sentence (i) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and (ii) shall be subject to any consent rights set forth in this Agreement and otherwise be in form and substance acceptable satisfactory to the Debtors and the Required Supporting Term Lenders5 and reasonably acceptable satisfactory to the Required Supporting Noteholders and the Prepetition RBL Agent; provided that, except as otherwise set forth herein, the Definitive Documentation shall be deemed acceptable to the Prepetition RBL Agent unless the Prepetition RBL Agent delivers written notice (which may be by email) to the contrary to the Company Parties and the Required Supporting Term Lenders within two (2) business days those parties holding more than 66.66% of the Prepetition RBL Agent’s receipt of such documentation; provided, further, that the Exit Facility Documentation shall be in form and substance acceptable to the Debtors, the Required Supporting Term Lenders and the Prepetition RBL Agent and reasonably acceptable to the Required Supporting NoteholdersBackstop Commitment held by Senior Commitment Parties (under, and as defined, in the Exit Facility contemplated thereunder shall be consistent in all material respects with the Exit Facility Term Sheet; provided, further, that, by executing this Agreement, the undersigned Parties acknowledge and agree that the form and substance of the DIP Credit Agreement, the Interim DIP Order, and the Sponsor Backstop Commitment Agreement and Agreement) (the Noteholder Backstop Commitment Agreement attached to the Restructuring Term Sheet“Required Consenting Senior Note Holders”) and, respectively, as Exhibit X-0, Xxxxxxx X-0, Exhibit E, and Exhibit G are each acceptable to such Party (for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require the consent of the parties as set forth therein and herein); provided, further, that the undersigned Original RSA Parties acknowledge and agree that the form and substance of the Equity Backstop Commitment Agreement (as defined in Exhibit A-2) is acceptable to each such Party; provided, further, that the Definitive Documentation shall specify the price per share and the number of shares other than with respect to items 4, 5, 9, and 11 on Exhibit C hereto, Consenting RBL Lenders holding more than 66.66% of the New Common Equity Pool in a manner acceptable to Consenting RBL Facility Claims (the Plan Sponsor.“Required Consenting RBL Lenders”), and
Appears in 1 contract
Samples: cases.primeclerk.com
Definitive Documentation. The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) governing the Restructuring shall consist ofinclude: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the Confirmation Order order approving and pleadings in support of entry of confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the Disclosure Statement disclosure statement (and the other solicitation materials in all exhibits thereto) with respect of to the Plan (such materials, the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (de) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials; (e) the documentation in respect of the DIP Facility (including the DIP Credit Agreement, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit Agreement, and all other motions, briefs, affidavits, declarations, orders, and other documents related to the DIP Credit Agreement) Materials (the “DIP DocumentationDS Order”); (f) customary any interim (an “first day” and “second day” motions and proposed orders Interim DIP Order”) or final (the “First Day Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing and Second Day Pleadings”)entered by the Bankruptcy Court after June [ ], 2017; (g) the Exit Facility and all related documents any credit agreement for debtor-in-possession financing (the “Exit Facility DocumentationDIP Facility”)) executed or amended after June [ ], 2017; (h) the New Exit Note, if anyBackstop Commitment Agreement; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurred, order approving the Sponsor entry into the Backstop Commitment Agreement (as defined in Exhibit A-1 hereto) or (B) if the Noteholder Termination shall have occurred, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto)Agreement; (j) so long as the Noteholder Termination (as defined below) shall not have occurred, the Noteholder Backstop Equity Commitment Agreement; (k) any order approving the Rights Offering ProceduresEquity Commitment Agreement; (l) such documentation to be determined by the documents governing the Revolving Facility, Term Loan A and the Alternative Term Loan (each as defined in the Plan Sponsor and the Debtors governing the terms of the Incremental Equity Investment (if anyTerm Sheet); (m) the Registration Rights Agreement; Hedge Order (as defined in the Plan Term Sheet), ISDA and the other agreements and documents relating to hedging and (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporation, limited liability agreements, bylaws, and other organizational documents (as applicable) of the Reorganized Debtors; and (r) all other documents identified on Exhibit C hereto that will be filed with the Disclosure Statement or otherwise comprise the Plan Supplement or are otherwise related to the PlanSupplement. The Definitive Documentation remains subject to negotiation and completion and shall, upon completion, identified in the foregoing sentence (i) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and (ii) shall be subject to any consent rights set forth in this Agreement and otherwise be in form and substance acceptable satisfactory to the Debtors and reasonably satisfactory to those parties holding more than 66.66% of the Backstop Commitment held by Senior Commitment Parties (under, and as defined, in the Backstop Commitment Agreement) (the “Required Supporting Term Lenders5 Consenting Senior Note Holders”) and, other than with respect to items 4, 5, 9, and reasonably acceptable 11 on Exhibit C hereto, Consenting RBL Lenders holding more than 66.66% of the Consenting RBL Facility Claims (the “Required Consenting RBL Lenders”), and (iii) shall, with respect to the Required Supporting Noteholders Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the Prepetition RBL Agent; provided thatnotes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, except as be otherwise set forth herein, in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation shall be deemed acceptable that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Prepetition RBL Agent unless the Prepetition RBL Agent delivers written notice (which may be by email) to the contrary to the Company Restructuring Support Parties and the Required Supporting Term Lenders within at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter. The Debtors will provide drafts of the Prepetition RBL Agent’s receipt of such documentation; provideditems 4, further5, that the Exit Facility Documentation shall be in form 9, and substance acceptable 11 on Exhibit C hereto to the Debtors, the Required Supporting Term Consenting RBL Lenders and the Prepetition RBL Agent and reasonably acceptable to the Required Supporting Noteholders, and the Exit Facility contemplated thereunder shall be consistent will consider their reasonable comments in all material respects with the Exit Facility Term Sheet; provided, further, that, by executing this Agreement, the undersigned Parties acknowledge and agree that the form and substance of the DIP Credit Agreement, the Interim DIP Order, and the Sponsor Backstop Commitment Agreement and the Noteholder Backstop Commitment Agreement attached to the Restructuring Term Sheet, respectively, as Exhibit X-0, Xxxxxxx X-0, Exhibit E, and Exhibit G are each acceptable to such Party (for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require the consent of the parties as set forth therein and herein); provided, further, that the undersigned Original RSA Parties acknowledge and agree that the form and substance of the Equity Backstop Commitment Agreement (as defined in Exhibit A-2) is acceptable to each such Party; provided, further, that the Definitive Documentation shall specify the price per share and the number of shares with respect to the New Common Equity Pool in a manner acceptable to the Plan Sponsorgood faith.
Appears in 1 contract
