Restructuring Documents. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring Documents”) shall consist of the following: (i) the motion seeking approval of authority to use cash collateral and grant adequate protection (the “Cash Collateral Motion”) and the interim and final orders to be entered by the Bankruptcy Court approving such motion (respectively, the “Interim Cash Collateral Order” and the “Final Cash Collateral Order” and, together, the “Cash Collateral Orders”) consistent with the Restructuring Term Sheet; (ii) the Plan (and all exhibits and supplements thereto, which in each case shall be consistent with the Restructuring Term Sheet), it being acknowledged and agreed that a condition precedent to consummation of the Plan shall be that this Agreement remains in full force and effect; (iii) the disclosure statement with respect to such Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and Solicitation Materials and the order to be 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 Bankruptcy Code (the “Disclosure Statement Order”); (iv) the documents evidencing and securing the DIP Loan and the final order to be entered by the Bankruptcy Court approving the DIP Loan (the “DIP Loan Order”): (v) the order to be entered by the Bankruptcy Court confirming the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (vi) documentation relating to any exit financing; (vii) the Backstop Commitment Agreement and the rights offering documents and procedures consistent with the Restructuring Term Sheet (and all exhibits and other documents and instruments related thereto); (viii) those motions and proposed court orders that the Company files with the Bankruptcy Court on or after the Petition Date and seeks to have heard on an expedited basis at the “first day hearing” (the “First Day Pleadings”) and on a final basis at the “second day hearing” (the “Second Day Pleadings”); (ix) the business plan and fleet plan for the reorganized Company; (x) the documents or agreements for the governance of the reorganized Company, including any shareholders’ agreements and certificates of incorporation; (xi) the documents or agreements related to the MIP (as defined in the Restructuring Term Sheet) and (xii) such other documents, pleadings, agreements or supplements as may be reasonably necessary or advisable to implement the Restructuring. (b) The Restructuring Documents remain subject to negotiation and completion as of the RSA Effective Time (as defined below); and such Restructuring Documents, including any amendments, supplements or modifications thereof, shall contain terms and conditions consistent in all material respects with this Agreement and the Restructuring Term Sheet, and shall otherwise be in form and substance reasonably acceptable to each of the Debtors and the Required Supporting Secured Noteholders; provided that the Cash Collateral Orders shall be in form and substance acceptable to the Required Supporting Secured Noteholders; provided, further, that the DIP Credit Agreement and all related documents thereto shall be in form and substance acceptable to each of the Debtors and the DIP Commitment Parties and the DIP Loan Order shall be in form and substance acceptable to each of the Debtors and the Required DIP Commitment Parties; provided, further, that the Backstop Commitment Agreement and the rights offering documents and procedures shall be in form and substance acceptable to each of the Debtors and the Required Backstop Commitment Parties. Notwithstanding anything to the contrary contained herein, the agreement of the Parties to consummate the Restructuring shall be subject to the completion of all necessary and/or appropriate definitive documentation, including the Restructuring Documents, and the fiduciary obligations of the Debtors. The Company acknowledges and agrees that it will provide advance draft copies of all Restructuring Documents to counsel to the Secured Notes Ad Hoc Group as soon as practicable prior to the time any Company Party intends to file such pleading or other document.
Appears in 1 contract
Sources: Restructuring Support Agreement (Bristow Group Inc)
Restructuring Documents. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring Documents”) shall consist of the followinginclude: (ia) the motion seeking approval of authority to use cash collateral and grant adequate protection (the “Cash Collateral Motion”) and the interim and final orders to be entered by the Bankruptcy Court approving such motion (respectively, the “Interim Cash Collateral Order” and the “Final Cash Collateral Order” and, together, the “Cash Collateral Orders”) consistent with the Restructuring Term Sheet; (ii) the Pre-Packaged Plan (and all exhibits thereto) and supplements thereto, which in each case shall be consistent with the Restructuring Term Sheet), it being acknowledged and agreed that a condition precedent to consummation of the Plan shall be that this Agreement remains in full force and effect; (iii) the disclosure statement confirmation order with respect to such the Pre-Packaged Plan (the “Confirmation Order”); (b) the related disclosure statement (and all exhibits thereto) with respect to the Pre-Packaged Plan (the “Disclosure Statement”), ; (c) the other solicitation materials in with respect of to the Pre-Packaged Plan (such materials, collectively, the “Solicitation Materials”), ; (d) the motion to approve the Disclosure Statement and Solicitation Materials and the interim order to be entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 Debtors use of the Bankruptcy Code cash collateral (the “Disclosure Statement Interim Cash Collateral Order”) and the final order approving the Debtors’ use of cash collateral (the “Final Cash Collateral Order,” and together with the Interim Cash Collateral Order, the “Cash Collateral Orders”); (ive) the Amended RBL Credit Agreement; (f) documents evidencing and securing in respect of the DIP Alternative Term Loan and Facility (as defined in the final order to be entered by the Bankruptcy Court approving the DIP Loan Restructuring Term Sheet) (the “DIP Loan Order”): if necessary); (vg) the order to be entered by the Bankruptcy Court confirming the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (vi) documentation relating to any exit financing; (vii) the Backstop Commitment New Warrant Agreement and the rights offering documents and procedures consistent with New Warrants (each as defined in the Restructuring Term Sheet (and all exhibits and other documents and instruments related theretoSheet); (viiih) those motions the organizational and proposed court orders that governance documents for the Company files with Reorganized Debtors (and/or any new entity created as part of the Bankruptcy Court on Restructuring), including, as applicable, certificates of incorporation, certificates of formation or after the Petition Date and seeks to have heard on an expedited basis at certificates of limited partnership (or equivalent organizational documents), bylaws, limited liability company agreements, limited partnership agreements, shareholders agreements, operating agreements (or equivalent governing documents) and/or registration rights agreements (collectively, the “first day hearing” (the “First Day Pleadings”) and on a final basis at the “second day hearing” (the “Second Day PleadingsCorporate Governance Documents”); (ixi) the business plan and fleet plan for New Omnibus Agreement (as defined in the reorganized CompanyRestructuring Term Sheet); (xj) the documents or any agreements for the governance of the reorganized Company, including any shareholders’ agreements and certificates of incorporation; (xi) the documents or agreements related to governing the MIP (as defined in the Restructuring Term Sheet) and ); (xiik) such other documentsdefinitive documentation relating to the Restructuring as is necessary or desirable to consummate the Restructuring and the Pre-Packaged Plan; and (l) any other agreement, pleadingsinstruments, agreements pleadings seeking or responding to a request for substantive relief, orders and/or documents seeking substantive relief (including substantive “first day” motions and the related orders) that are filed by the Debtors in the Chapter 11 Cases (including any exhibits, amendments, modifications or supplements as may be reasonably necessary or advisable made thereto from time to implement the Restructuring.
(b) time). The Restructuring Documents identified in the foregoing sentence remain subject to negotiation and completion as of the RSA Effective Time (as defined below); shall, upon completion, contain terms, conditions, representations, warranties, and such Restructuring Documents, including any amendments, supplements or modifications thereof, shall contain terms and conditions covenants consistent in all material respects respect with the terms of this Agreement and Agreement. Any document that is included within the definition of “Restructuring Term SheetDocuments,” including any amendment, and supplement, or modification thereof, shall otherwise be in a form and substance reasonably acceptable satisfactory to each the (i) Debtors, (ii) Noteholders holding more than 50% in principal amount outstanding of the Debtors Notes Claims held by the Consenting Noteholders or their transferees pursuant to a valid transfer under this Agreement (“Required Consenting Noteholders”), and (iii) RBL Lenders holding more than 50% in principal amount outstanding of the RBL Claims held by the Consenting RBL Lenders or their transferees pursuant to a valid transfer under this Agreement (“Required Supporting Secured NoteholdersConsenting RBL Lenders”) solely with respect to (1) the documents listed in parts (a), (b), (c), (d), (e), and (f) of this section and (2) the documents listed in parts (k) and (l) of this section that have a material impact on the RBL Lenders; provided that (x) the Cash Collateral Orders New Omnibus Agreement shall be in form and substance acceptable satisfactory to the Debtors, the Required Supporting Secured Noteholders; provided, further, that Consenting Noteholders and the DIP Credit Agreement EnerVest Parties and all related documents thereto (y) the Corporate Governance Documents shall be in form and substance acceptable satisfactory to each of the Debtors and the DIP Commitment Parties and the DIP Loan Order shall be in form and substance acceptable to each of the Debtors and the Required DIP Commitment Parties; provided, further, Consenting Noteholders in their sole discretion (provided that the Backstop Commitment Agreement and the rights offering documents and procedures Corporate Governance Documents shall be in form and substance acceptable to each of the Debtors and the Required Backstop Commitment Parties. Notwithstanding anything to the contrary contained herein, the agreement of the Parties to consummate the Restructuring shall also be subject to the completion of all necessary and/or appropriate definitive documentation, including the Restructuring Documents, and the fiduciary obligations consent of the Debtors. The Company acknowledges and agrees that it will provide advance draft copies of all Restructuring Documents to counsel to the Secured Notes Ad Hoc Group as soon as practicable prior to the time any Company Party intends to file such pleading Debtors (which consent shall not be unreasonably withheld, conditioned, or other documentdelayed)).
Appears in 1 contract
Sources: Restructuring Support Agreement (EV Energy Partners, LP)
Restructuring Documents. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring Documents”) shall consist of the following: (ia) the DIP Credit Agreement and related documentation, including the motion seeking approval of the DIP Facility and authority to use cash collateral and grant adequate protection (the “Cash Collateral Motion”) and the interim and final orders to be entered by the Bankruptcy Court approving such motion (respectively, the “Interim Cash Collateral DIP Order” and the “Final Cash Collateral DIP Order” and, together, the “Cash Collateral OrdersDIP Order”) consistent with ), each as described in the Restructuring DIP Term Sheet; (iib) the motion seeking authority for the Company to assume this Agreement pursuant to sections 105(a) and 365 of the Bankruptcy Code and perform its obligations hereunder (the “RSA Assumption Motion”) and the order to be entered by the Bankruptcy Court approving the RSA Assumption Motion (the “RSA Assumption Order”); (c) the Plan (and all exhibits and supplements thereto, which in each case shall be thereto consistent with the Restructuring Term Sheet), it being acknowledged and agreed that a condition precedent to consummation of the Plan shall be that this Agreement remains in full force and effect; (iiid) the disclosure statement with respect to such Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and Solicitation Materials and the order to be 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 Bankruptcy Code (the “Disclosure Statement Order”); (iv) the documents evidencing and securing the DIP Loan and the final order to be entered by the Bankruptcy Court approving the DIP Loan (the “DIP Loan Order”): (ve) the order to be entered by the Bankruptcy Court confirming the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (vi) documentation relating to any exit financing; (vii) the Backstop Commitment Agreement and the rights offering documents and procedures consistent with the Restructuring Term Sheet (and all exhibits and other documents and instruments related thereto); (viiif) those motions and proposed court orders that the Company files with the Bankruptcy Court on or after the Petition Date and seeks to have heard on an expedited basis at the “first day hearing” (the “First Day Pleadings”) and on a final basis at the “second day hearing” (the “Second Day Pleadings”); (ix) the business plan and fleet plan for the reorganized Company; (x) the documents or agreements for the governance of the reorganized Company, including any shareholders’ agreements and certificates of incorporation; (xi) the documents or agreements related to the MIP (as defined in the Restructuring Term Sheet) and (xiig) such other documents, pleadings, agreements or supplements as may be reasonably necessary or advisable to implement the Restructuring.
(b) The Each of the Restructuring Documents remain subject to negotiation and completion as of the RSA Effective Time (as defined below); and such Restructuring Documents, including any amendments, supplements or modifications thereof, shall contain terms and conditions consistent in all material respects with this Agreement and the Restructuring Term Sheet, and shall otherwise be in form and substance reasonably acceptable satisfactory to each of the Debtors Company and the Required Supporting Secured NoteholdersMajority Consenting Lenders; provided that the Cash Collateral Orders shall be in form it being acknowledged and substance acceptable to the Required Supporting Secured Noteholders; provided, further, agreed that the DIP Term Sheet and the form of DIP Credit Agreement and all related documents thereto shall be in form and substance acceptable attached hereto as Exhibit C is satisfactory to each of the Debtors Consenting Lender and the DIP Commitment Parties and the DIP Loan Order shall be in form and substance acceptable to each of the Debtors and the Required DIP Commitment Parties; provided, further, that the Backstop Commitment Agreement and the rights offering documents and procedures shall be in form and substance acceptable to each of the Debtors and the Required Backstop Commitment Parties. Notwithstanding anything to the contrary contained herein, the agreement of the Parties to consummate the Restructuring shall be subject to the completion of all necessary and/or appropriate definitive documentation, including the Restructuring Documents, and the fiduciary obligations of the Debtors. The Company acknowledges and agrees that it will provide advance draft copies of all Restructuring Documents to counsel to the Secured Notes Ad Hoc Group as soon as practicable prior to the time any Company Party intends to file such pleading or other documentCompany.
Appears in 1 contract
Restructuring Documents. (a) The definitive documents and agreements governing the Restructuring (collectivelyCompany, the “Restructuring Documents”) shall consist of Participating Lenders and the following: Participating Noteholders undertake to promptly enter into good faith negotiations to agree upon:
(i) the motion seeking approval of authority a Steps Plan (which, once agreed, shall be annexed to use cash collateral and grant adequate protection (the “Cash Collateral Motion”) and the interim and final orders to be entered by the Bankruptcy Court approving such motion (respectively, the “Interim Cash Collateral Order” and the “Final Cash Collateral Order” and, together, the “Cash Collateral Orders”) consistent with the Restructuring Term Sheet; this Agreement as a new Schedule);
(ii) the Plan (Allocations Spreadsheet and all exhibits and supplements thereto, which in each case shall be consistent with the Restructuring Term Sheet), it being acknowledged and agreed that a condition precedent to consummation of the Plan shall be that this Agreement remains in full force and effect; Funds Flow;
(iii) the disclosure statement with respect to such Plan (the “Disclosure Statement”), the other solicitation materials in respect precise terms of the Plan Restructuring Documents as soon as reasonably practicable, provided that:
(such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and Solicitation Materials and the order to be 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 Bankruptcy Code (the “Disclosure Statement Order”); (ivA) the documents evidencing and securing the DIP Loan and the final order to be entered by the Bankruptcy Court approving the DIP Loan (the “DIP Loan Order”): (v) the order to be entered by the Bankruptcy Court confirming the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (vi) documentation relating to any exit financing; (vii) the Backstop Commitment Agreement and the rights offering documents and procedures consistent with the Restructuring Term Sheet (and all exhibits and other documents and instruments related thereto); (viii) those motions and proposed court orders that the Company files with the Bankruptcy Court on or after the Petition Date and seeks to have heard on an expedited basis at the “first day hearing” (the “First Day Pleadings”) and on a final basis at the “second day hearing” (the “Second Day Pleadings”); (ix) the business plan and fleet plan for the reorganized Company; (x) the documents or agreements for the governance of the reorganized Company, including any shareholders’ agreements and certificates of incorporation; (xi) the documents or agreements related to the MIP (as defined in the Restructuring Term Sheet) and (xii) such other documents, pleadings, agreements or supplements as may be reasonably necessary or advisable to implement the Restructuring.
(b) The Restructuring Documents remain subject to negotiation and completion as of the RSA Effective Time (as defined below); and such Restructuring Documents, including any amendments, supplements or modifications thereof, shall contain terms and conditions be consistent in all material respects with this Agreement and the Restructuring Term SheetSheet and, and if applicable, the Steps Plan;
(B) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Restructuring Documents shall otherwise be in form and substance reasonably acceptable satisfactory to the Company, the Majority Participating Lenders and the Majority Participating Noteholders (each of whose consents shall not be unreasonably withheld, conditioned or delayed);
(C) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Debtors and the Required Supporting Secured Noteholders; provided that the Cash Collateral Orders Key Consultation Restructuring Documents shall be in form and substance acceptable reasonably satisfactory to the Required Supporting Secured NoteholdersCompany and the Majority Participating Lenders; provided, further, provided that the DIP Credit Agreement HoldCo Group Parties shall have a consultation right with respect to the Key Consultation Restructuring Documents and all related documents thereto the terms of the Key Consultation Restructuring Documents shall:
(1) not impair the economic treatment or legal rights of the PCF Debt or Notes held by CayCo or any of its Affiliates as set forth in the Restructuring Term Sheet; or
(2) other than as expressly set forth in the Restructuring Term Sheet, not materially adversely or disproportionately affect the treatment of the PCF Debt or Notes held by CayCo or any of its Affiliates (as compared to the treatment of the other Participating PCF Lenders and other Participating Noteholders); and
(D) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Other Restructuring Documents shall be in form and substance acceptable reasonably satisfactory to the Company and the Majority Participating Lenders provided that the HoldCo Group Parties shall have a consultation right with respect to the Key Other Restructuring Documents;
(b) The Scheme Companies and each of the Debtors other Parties, as applicable, shall use reasonable endeavors to procure that their respective legal advisers, to the extent practicable:
(i) provide the legal Advisers with drafts of:
(A) the Practice Statement Letter, prior to the date on which the applicable Scheme Company intends to issue the Practice Statement Letter, but in any event no less than ten (10) days in advance of the date set out in paragraph
(B) the Explanatory Statement, Scheme Document and all other pleadings to be filed with the DIP Commitment Parties and Court in the DIP Loan Order shall be proceedings seeking sanction of the Schemes prior to the date on which the applicable Scheme Company intends to file the relevant document or pleading, but in any event no less than ten (10) days in advance of the date on which the relevant Scheme Company intends to file the relevant document or pleading;
(ii) consult in good faith with the legal Advisers regarding the form and substance acceptable of any such documents or pleadings the applicable Scheme Company intends to each file prior to submitting them in any proceedings before the Court, the Bankruptcy Court or the Canadian Court; and
(iii) reasonably in advance of the Debtors and final date for launching the Required DIP Commitment Parties; provided, further, that the Backstop Commitment Agreement and the rights offering documents and procedures shall be in form and substance acceptable Schemes pursuant to each paragraph (b) of the Debtors and Restructuring Conditions:
(A) coordinate to have the Required Backstop Commitment Parties. Notwithstanding anything to the contrary contained herein, the agreement of the Parties to consummate the Restructuring shall be subject to the completion of all necessary and/or appropriate definitive documentation, including the Restructuring Documents, and the fiduciary obligations of the Debtors. The Company acknowledges and agrees that it will provide advance draft copies of all Restructuring Documents to counsel to the Secured Notes Ad Hoc Group as soon as practicable prior Advisers provide drafts of the following documents to the time other Advisers: (1) the New Organizational Documents; (2) the New Shareholders Agreement; and (3) the Backstop Agreement;
(B) coordinate to have the HoldCo Advisers provide a draft of the Warrants Agreement to the other Advisers; and
(C) provide the legal Advisers with drafts of the New Term Loan Facility Agreement and any Company Party intends to file such pleading or other documentrelated intercreditor agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement
Restructuring Documents. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring Documents”) shall consist of the following: (i) the motion seeking approval of authority to use cash collateral and grant adequate protection (the “Cash Collateral Motion”) and the interim and final orders to be entered by the Bankruptcy Court approving such motion (respectively, the “Interim Cash Collateral Order” and the “Final Cash Collateral Order” and, together, the “Cash Collateral Orders”) consistent with the Restructuring Term Sheet; (ii) the Plan (and all exhibits and supplements thereto, which in each case shall be consistent with the Restructuring Term SheetSheet and this Agreement), it being acknowledged and agreed that a condition precedent to consummation of the Plan shall be that the Approval Order has been entered and each of the Approval Order and this Agreement remains in full force and effect; (iii) the disclosure statement with respect to such Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”), the motion to conditionally approve the Disclosure Statement and Solicitation Materials and the order to be entered by the Bankruptcy Court conditionally approving the Disclosure Statement and Solicitation Materials and allowing solicitation of the Plan to commence (the “Conditional Disclosure Statement Order”), the motion to approve the Disclosure Statement and Solicitation Materials and the order to be 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 Bankruptcy Code (the “Final Disclosure Statement Order”); (iv) the documents evidencing and securing the DIP Loan and the final order to be entered by the Bankruptcy Court approving the DIP Loan (the “DIP Loan Order”): ), in each case consistent with the Restructuring Term Sheet and this Agreement; (v) the order to be entered by the Bankruptcy Court confirming the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (vi) documentation relating to the Exit Facility or any other exit financing, in each case consistent with the Restructuring Term Sheet and this Agreement; (vii) the Backstop Commitment Agreement and the rights offering documents and procedures consistent with the Restructuring Term Sheet (and all exhibits and other documents and instruments related thereto)) and this Agreement; (viii) those motions material motions, applications, and proposed court orders that the Company files with the Bankruptcy Court on or after the Petition Date and seeks to have heard on an expedited basis at the “first day hearing” (the “First Day Pleadings”) and on a final basis at the “second day hearing” (the “Second Day Bankruptcy Pleadings”); (ix) the business plan and fleet plan for the reorganized Company; (x) the documents or agreements for the governance of the reorganized Company, including any shareholders’ agreements and certificates of incorporation, in each case consistent with the Restructuring Term Sheet, the Corporate Governance Term Sheet, the Preferred Equity Term Sheet and this Agreement; (xi) the documents or agreements related to the MIP (as defined in the Restructuring Term Sheet) consistent with the terms of the Restructuring Term Sheet and this Agreement and (xii) such other material documents, pleadings, agreements or supplements as may be reasonably necessary or advisable to implement the RestructuringRestructuring consistent with the terms of the Restructuring Term Sheet and this Agreement.
(b) The Restructuring Documents (other than the Bankruptcy Pleadings previously filed with, or approved by, the Bankruptcy Court, or any Restructuring Document the form of which is attached hereto or to the Restructuring Term Sheet) remain subject to negotiation and completion as of the RSA Effective Time (as defined below); and such Restructuring Documents, including any amendments, supplements or modifications thereof, shall contain terms and conditions consistent in all material respects with this Agreement and the Restructuring Term Sheet, and shall otherwise also be in form and substance reasonably acceptable to each of the Debtors and the Required Supporting Secured Noteholders; Backstop Parties;
(i) provided that the Cash Collateral Orders any issue in a Restructuring Document that would materially adversely affect Secured Noteholders shall also be in form and substance acceptable to each of the Required Debtors, at least two unaffiliated Supporting Secured Noteholders; Noteholders providing at least 662⁄3% of the backstop commitments provided by Supporting Secured Noteholders pursuant to the Backstop Commitment Agreement (in each case, with such acceptance not to be unreasonably withheld), and two or more unaffiliated Supporting Unsecured Noteholders providing at least 662⁄3% of the backstop commitments provided by Supporting Unsecured Noteholders pursuant to the Backstop Commitment Agreement;
(ii) provided, further, that the DIP Credit Agreement and all related documents thereto shall be in form and substance acceptable to each of the Debtors and the DIP Commitment Parties and the DIP Loan Order shall be in form and substance acceptable to each of the Debtors and the Required DIP Commitment PartiesLenders (provided that all related documents other than the DIP Credit Agreement and DIP Order shall be reasonably acceptable to each of the Debtors and the Required DIP Lenders; provided further that all documents and all amendments to or modifications of any document that would have the effect of altering the treatment to be provided to any DIP Lender under the Plan shall be in form and substance acceptable to each DIP Lender affected thereby);
(iii) provided, further, that the Backstop Commitment Agreement and the rights offering documents and procedures shall be in form and substance acceptable to each of the Debtors Debtors, the Required DIP Lenders, and the Required Backstop Parties, except to the extent an issue in the Backstop Commitment Agreement materially adversely affects any Backstop Party, in which case such issue shall also be in form and substance acceptable to such Backstop Party;
(iv) provided, further, that any amendment or modification to the Final Cash Collateral Order shall be acceptable to the Required Supporting Secured Noteholders (such acceptance not to be unreasonably withheld);
(v) provided, further, that the Confirmation Order shall be in form and substance acceptable to each of the Debtors, the Required Backstop Parties, the Required Supporting Secured Noteholders and the Required Supporting Unsecured Noteholders;
(vi) provided, further, that documentation relating to the Exit Facility (including any amended and restated Prepetition Term Loan documents) or any other exit financing shall be acceptable to the Required Backstop Parties;
(vii) provided, further, that documentation relating to any amended and restated Prepetition Term Loan shall be reasonably acceptable to the Required Secured Parties and the Required Backstop Parties. Notwithstanding anything to the contrary contained herein, the agreement of the Parties to consummate the Restructuring shall be subject to the completion of all necessary and/or appropriate definitive documentation, including the Restructuring Documents, and the exercise of the fiduciary obligations and duties of the Debtors. The Company acknowledges and agrees that it will provide advance draft copies of all Restructuring Documents to counsel to the Secured Notes Ad Hoc Group and counsel to the Unsecured Notes Ad Hoc Group as soon as practicable prior to the time any Company Party intends to file such pleading or other document.
Appears in 1 contract
Sources: Restructuring Support Agreement (Bristow Group Inc)
Restructuring Documents. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring Documents”) shall consist of the following: (i) the motion seeking approval of authority to use cash collateral and grant adequate protection (the “Cash Collateral Motion”) and the interim and final orders order to be entered by the Bankruptcy Court approving such motion the use of cash collateral, substantially in the form attached to the Restructuring Term Sheet as Exhibit 2 (respectively, the “Interim Cash Collateral Order” and the “Final Cash Collateral Order” and, togethertogether with the interim order governing the use of cash collateral entered by the Bankruptcy Court on May 14, 2019 [Docket No. 98] (as amended) (the “Interim Cash Collateral Order”), the “Cash Collateral Orders”) Orders”)4 consistent with the Restructuring Term Sheet; (ii) the Plan (and all exhibits and supplements thereto, which in each case shall be consistent with the Restructuring Term Sheet), it being acknowledged 4 In the event of a conflict between the Final Cash Collateral Order and the Interim Cash Collateral Order, the Final Cash Collateral Order shall control. and agreed that a condition precedent to consummation of the Plan shall be that the Approval Order has been entered and each of the Approval Order and this Agreement remains in full force and effect; (iii) the disclosure statement with respect to such Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”), the motion to conditionally approve the Disclosure Statement and Solicitation Materials and the order to be entered by the Bankruptcy Court conditionally approving the Disclosure Statement and Solicitation Materials and allowing solicitation of the Plan to commence (the “Conditional Disclosure Statement Order”), the motion to approve the Disclosure Statement and Solicitation Materials and the order to be 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 Bankruptcy Code (the “Final Disclosure Statement Order”); (iv) the documents evidencing and securing the DIP Loan and the final order to be entered by the Bankruptcy Court approving the DIP Loan (the “DIP Loan Order”): ), in each case consistent with the Restructuring Term Sheet; (v) the order to be entered by the Bankruptcy Court confirming the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (vi) documentation relating to the Exit Facility or any other exit financing, in each case consistent with the Restructuring Term Sheet; (vii) the Backstop Commitment Agreement and the rights offering documents and procedures consistent with the Restructuring Term Sheet (provided that, the plan equity value associated therewith shall be as set forth in the Backstop Commitment Agreement, and may differ from the Plan Equity Value (as defined in the Restructuring Term Sheet)) (and all exhibits and other documents and instruments related thereto); (viii) those motions material motions, applications, and proposed court orders that the Company files with the Bankruptcy Court on or after the Petition Date and seeks to have heard on an expedited basis at the “first day hearing” (the “First Day Pleadings”) and on a final basis at the “second day hearing” (the “Second Day Bankruptcy Pleadings”); (ix) the business plan and fleet plan for the reorganized Company; (x) the documents or agreements for the governance of the reorganized Company, including any shareholders’ agreements and certificates of incorporation, in each case consistent with the Restructuring Term Sheet; (xi) the documents or agreements related to the MIP (as defined in the Restructuring Term Sheet) consistent with the terms of the Restructuring Term Sheet and (xii) such other material documents, pleadings, agreements or supplements as may be reasonably necessary or advisable to implement the RestructuringRestructuring consistent with the terms of the Restructuring Term Sheet.
(b) The Restructuring Documents (other than the Bankruptcy Pleadings previously filed with, or approved by, the Bankruptcy Court) remain subject to negotiation and completion as of the RSA Effective Time (as defined below); and such Restructuring Documents, including any amendments, supplements or modifications thereof, shall contain terms and conditions consistent in all material respects with this Agreement and the Restructuring Term Sheet, and shall otherwise be in form and substance reasonably acceptable to each of the Debtors Debtors, the Required Backstop Parties, the Required Supporting Secured Noteholders and the Required Supporting Secured Unsecured Noteholders; provided that the Final Cash Collateral Orders Order shall be in form and substance acceptable to the Required Supporting Secured NoteholdersNoteholders (it being understood that the form attached as Exhibit 2 to the Restructuring Term Sheet is acceptable to all Parties); provided, further, that the DIP Credit Agreement and Agreement, all related documents thereto shall be in form and substance acceptable to each of the Debtors thereto, and the DIP Commitment Parties and the DIP Loan Order shall be in form and substance acceptable to each of the Debtors and the Required DIP Commitment PartiesLenders (provided that all documents and all amendments to or modifications of any document that would have the effect of altering the treatment to be provided to any DIP Lender under the Plan shall be in form and substance acceptable to each DIP Lender affected thereby); provided, further, that the Backstop Commitment Agreement and the rights offering documents and procedures shall be in form and substance acceptable to each of the Debtors Debtors, each DIP Lender and each Backstop Party, including any plan equity value that is set forth in the Backstop Commitment Agreement; provided, further, that the Confirmation Order shall be in form and substance acceptable to each of the Debtors, the Required Backstop Parties, the Required Supporting Secured Noteholders and the Required Backstop Commitment PartiesSupporting Unsecured Noteholders. Notwithstanding anything to the contrary contained herein, the agreement of the Parties to consummate the Restructuring shall be subject to the completion of all necessary and/or appropriate definitive documentation, including the Restructuring Documents, and the exercise of the fiduciary obligations and duties of the Debtors. The Company acknowledges and agrees that it will provide advance draft copies of all Restructuring Documents to counsel to the Secured Notes Ad Hoc Group and counsel to the Unsecured Notes Ad Hoc Group as soon as practicable prior to the time any Company Party intends to file such pleading or other document.
Appears in 1 contract
Sources: Restructuring Support Agreement (Bristow Group Inc)
Restructuring Documents. (a) The definitive documents Subject to the Debtors’ and agreements governing the Restructuring (collectivelyCreditors’ Committee’s fiduciary duties, including as a debtor in possession and as described in Section 29, the “Restructuring Documents”Debtors, the Creditors’ Committee and the Consenting Senior Secured Noteholders hereby covenant and agree to (x) shall consist negotiate in good faith each of the following: documents implementing, achieving and relating to the Restructuring, including, without limitation, all documents necessary for the Plan, including without limitation, (iA) the motion seeking approval of authority to use cash collateral and grant adequate protection Plan, (the “Cash Collateral Motion”) and the interim and final orders to be entered by the Bankruptcy Court approving such motion (respectively, the “Interim Cash Collateral Order” and the “Final Cash Collateral Order” and, together, the “Cash Collateral Orders”) consistent with the Restructuring Term Sheet; (iiB) the Plan (and all exhibits and supplements thereto, which in each case shall be consistent with the Restructuring Term Sheet), it being acknowledged and agreed that a condition precedent to consummation of the Plan shall be that this Agreement remains in full force and effect; (iii) the disclosure statement with respect to such Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Plan (such materials, collectively, the “Ballots and Solicitation Materials”), (C) the motion to approve the Disclosure Statement and seeking confirmation of the Plan, (D) the proposed order approving the Solicitation Materials and the order to be entered by the Bankruptcy Court approving the Disclosure Statement proposed Confirmation Order and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Statement Order”); (ivE) the plan supplement, including any documents evidencing and securing the DIP Loan and the final order to be entered by the Bankruptcy Court approving the DIP Loan (the “DIP Loan Order”): (v) the order to be entered by the Bankruptcy Court confirming the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (vi) documentation relating to any exit financing; (vii) the Backstop Commitment Agreement and the rights offering documents and procedures consistent with the Restructuring Term Sheet (and all exhibits and other documents and instruments related thereto); (viii) those motions and proposed court orders that the Company files with the Bankruptcy Court on or after the Petition Date and seeks to have heard on an expedited basis at the “first day hearing” (the “First Day Pleadings”) and on a final basis at the “second day hearing” (the “Second Day Pleadings”); (ix) the business plan and fleet plan for the reorganized Company; (x) the documents or agreements for the corporate governance of the reorganized CompanyDebtors, including any shareholders’ agreements and certificates the terms of incorporation; (xi) the documents or agreements related equity to be issued pursuant to the MIP Restructuring and any exit financing term sheet and/or exit financing credit agreement (as defined in all documents implementing, achieving and relating to the Restructuring Term Sheetand the Plan, including, without limitation, those listed in Section 6(A) and (xii) such other documentsthrough Section 6(E), pleadingscollectively, agreements or supplements as may be reasonably necessary or advisable to implement the Restructuring.
(b) The “Restructuring Documents”), which Restructuring Documents remain subject to negotiation and completion shall, as of the RSA Effective Time (as defined below); and such Restructuring Documentsprovided herein, including any amendments, supplements or modifications thereof, shall contain terms and conditions consistent in all material respects with this Agreement the Restructuring Term Sheet and shall otherwise be on terms reasonably acceptable to the Debtors and to the Consenting Senior Secured Noteholders and, solely to the extent affecting the treatment of general unsecured creditors as set forth in the Restructuring Term Sheet, and shall otherwise be in form and substance reasonably acceptable to each the Creditors’ Committee and (y) execute (to the extent such Party is a party thereto) and otherwise support the Restructuring Documents as provided herein; provided, however, that, if the class of general unsecured creditors votes to accept the Debtors Plan, the form of Litigation Trust agreement and related ancillary documents shall be drafted by the Required Supporting Secured NoteholdersCreditors’ Committee, subject only to Court approval at the Plan confirmation hearing; provided that further that, if the Cash Collateral Orders class of general unsecured creditors votes to reject the Plan, the form of Litigation Trust agreement and related ancillary documents shall be in form and substance mutually acceptable to the Required Supporting Secured Noteholders; providedDebtors, further, that the DIP Credit Agreement and all related documents thereto shall be in form and substance acceptable to each of the Debtors Steering Committee and the DIP Commitment Parties and the DIP Loan Order shall be in form and substance acceptable to each of the Debtors and the Required DIP Commitment Parties; provided, further, that the Backstop Commitment Agreement and the rights offering documents and procedures shall be in form and substance acceptable to each of the Debtors and the Required Backstop Commitment Parties. Notwithstanding anything to the contrary contained herein, the agreement of the Parties to consummate the Restructuring shall be subject to the completion of all necessary and/or appropriate definitive documentation, including the Restructuring Documents, and the fiduciary obligations of the Debtors. The Company acknowledges and agrees that it will provide advance draft copies of all Restructuring Documents to counsel to the Secured Notes Ad Hoc Group as soon as practicable prior to the time any Company Party intends to file such pleading or other documentCreditors’ Committee.
Appears in 1 contract
Sources: Plan Support Agreement (Blackstone Holdings I L.P.)