Transaction Support. During the Support Period, subject to the terms and conditions of this Agreement, the Company agrees that it shall: (i) support and take all commercially reasonable actions necessary or reasonably requested by the Consenting Creditors or the Consenting Sponsor to support the Transaction and to act in good faith and take all reasonable actions necessary to implement and consummate the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement (including the Term Sheet and the other Definitive Documents, as applicable); (ii) implement and consummate the Transaction in a timely manner and take any and all commercially reasonable efforts in furtherance of the Transaction, as contemplated under this Agreement; provided that the Company shall not consummate the Transaction unless and until all of the conditions to the effectiveness thereof set forth herein and/or in the Term Sheet have been satisfied (or will be satisfied contemporaneously with the consummation of the Transaction) or waived by the Consenting Creditors in accordance with Section 15 hereof; (iii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and Consistent in all Material Respects with the Term Sheet; (iv) utilize best efforts to provide the Ad Hoc Group Advisors, on a professional eyes’ only basis and subject to “clean team” restrictions reasonably acceptable to the Company, with information and documentation responsive to all diligence requests determined by the Ad Hoc Group Advisors (in consultation with the Requisite Consenting Creditors) to be necessary or advisable to consummate the Transaction (the “Diligence Requests”) within three (3) Business Days of receipt by the Company or its advisors of such Diligence Requests; which responses shall be in form and substance acceptable to the Ad Hoc Group Advisors (in consultation with the Requisite Consenting Creditors); provided, however, that (a) the Company shall have two (2) days after the Ad Hoc Group Advisors transmits a written notice (email being sufficient) in accordance with Section 23 hereof informing the Company that any response to any Diligence Requests is not acceptable to the Ad Hoc Group Advisors (in reasonable detail as to the deficiency of such Company response) to supplement the Company’s response to such Diligence Requests to the satisfaction of the Ad Hoc Group Advisors, (b) no information or documentation provided by the Company or its advisors in response to such Diligence Requests may be shared with the Consenting Creditors without the prior written consent (email being sufficient) of the Company or its advisors, and (c) any information or documentation provided by the Company or its advisors in response to any Diligence Requests or otherwise shall be subject to existing confidentiality agreements or restrictions with the Ad Hoc Group Advisors and the Consenting Creditors, as applicable (or, if no such confidentiality agreement or restriction exists, subject to a confidentiality arrangement in form and substance acceptable to the Company); (v) comply with each of the following milestones (the “Milestones”), which Milestones may be extended (but with no obligation to extend) only with the express prior written consent of the Requisite Consenting Creditors in accordance with Section 15 hereof (which consent can be provided via email from the Ad Hoc Group Advisors at the direction of the Requisite Consenting Creditors): (A) no later than January 28, 2022, the Company shall commence the solicitation of the applicable consents with respect to the exchange of Term Loans under the Existing Credit Agreement for new loans under the Second Lien Credit Agreement; (B) no later than February 4, 2022, the Company shall commence the solicitation of the applicable consents with respect to the exchange of the 5.375% Secured Notes and the 12.75% Secured Notes into the Second Lien Indenture; (C) no later than March 7, 2022, the Consent Threshold shall have been satisfied with respect to the Transaction; and (D) no later than the Outside Date, the Closing Date shall have occurred. (vi) (A) conduct its businesses and operations only in the ordinary course in a manner that is materially consistent with past practices and in compliance with law, (B) maintain its physical assets, properties, and facilities in their working order condition and repair as of the TSA Effective Date, in the ordinary course, in a manner that is consistent with past practices, and in compliance with Law (ordinary wear and tear and casualty and condemnation excepted), (C) maintain its books and records in the ordinary course, in a manner that is materially consistent with past practices, and in compliance with Law, (D) maintain all insurance policies, or suitable replacements therefor, in full force and effect, in the ordinary course, in a manner that is materially consistent with past practices, and in compliance with Law, and (E) use commercially reasonable efforts to preserve intact its business organizations and relationships with third parties (including creditors, lessors, licensors, suppliers, distributors and customers) and employees in the ordinary course, in a manner that is consistent in all material respects with past practices, and in compliance with Law; provided that any actions expressly permitted to be taken by the Company in accordance with the Existing Funded Debt Documents, including reasonably defending against, or entering into agreements to settle any claim, litigation, investigation or proceeding, shall be compliant with the requirements set forth in this subsection; (vii) complete the preparation, as soon as reasonably practicable after the TSA Effective Date, of each of the Definitive Documents necessary to implement the Transaction under Section 3 and subject to and in accordance with Section 3, obtain the written consent (email from applicable counsel being sufficient) of the Requisite Consenting Creditors or the Consenting Sponsor (as applicable) to the form and substance of each of the Definitive Documents as required hereunder; (viii) notify the Ad Hoc Group Advisors and the Consenting Sponsor within two (2) calendar days after obtaining actual knowledge thereof of (A) any material breach by the Company in any respect of any of its obligations, representations, warranties or covenants set forth in this Agreement or any other Definitive Document; and (B) the happening or existence of any event that shall have made any of the conditions precedent set forth in Section 12 herein, incapable of being satisfied prior to the Outside Date; (ix) if the Company receives an unsolicited Alternative Transaction Proposal, within one (1) calendar day of the receipt of such Alternative Transaction Proposal, notify the Ad Hoc Group Advisors and the Consenting Sponsor of the receipt thereof, with such notice to include the material terms thereof; (x) if the Company enters into a confidentiality and/or non-disclosure agreement with any other Party (other than any such confidentiality and/or non-disclosure agreement entered into in the ordinary course and consistent with past practice that is not related to the Transaction or Alternative Transaction Proposal), within one (1) calendar day of entry into such a confidentiality and/or non-disclosure agreement, notify the Ad Hoc Group Advisors; (xi) support and use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals to consummate the Transaction; (xii) (A) not take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Transaction, (B) not object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Transaction, or (C) not seek, solicit, support, encourage, propose, assist, consent to, vote for, enter or participate in any discussions or any agreement with any Person regarding, pursue, or consummate any Alternative Transaction; (xiii) not, directly or indirectly, announce publicly, or announce to any of the Parties or other holders of Claims and Interests, its intention not to support the Transaction or take any other action that would, or would reasonably be expected to, prevent, interfere with, delay or impede the implementation or consummation of the Transaction, including, but not limited to, (A) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (B) initiating any proceeding or taking any other action to amend, supplement, or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is not: (i) Consistent in all Material Respects with the Term Sheet; (ii) consistent with the terms of this Agreement; and (iii) with respect to any provisions not addressed by the Term Sheet or this Agreement, in form and substance acceptable to the Requisite Consenting Creditors and in form and substance reasonably acceptable to the Consenting Sponsor (subject to the Consenting Sponsor Consent Right), (C) initiating any proceeding or taking any other action, or exercising or seeking to exercise any rights (including rights under the Delaware Limited Liability Company Act or Limited Partnership Act or other applicable Law) or remedies as a holder of Claims and Interests, that is barred by or is otherwise inconsistent with this Agreement or the Definitive Documents and not Consistent in all Material Respects with the Term Sheet, or (D) (i) preparing or commencing an action or other legal Proceeding that challenges (x) the amount, validity, allowance, character, enforceability, or priority of any Creditor Claims or Equity Interests or (y) the validity, enforceability, or perfection of any lien or other encumbrance securing any Creditor Claims, or (ii) support any third party in connection with any of the acts described in Section 6(a)(xii); (xiv) not execute, deliver, launch, and/or file any Definitive Document (including any amendment, supplement or modification of, or any waiver to, any Definitive Document) that, in whole or in part, is not (i) Consistent in all Material Respects with the Term Sheet; (ii) consistent with the terms of this Agreement; and (iii) with respect to any provisions not addressed by the Term Sheet or this Agreement, in form and substance acceptable to the Requisite Consenting Creditors and in form and substance reasonably acceptable to the Consenting Sponsor (subject to the Consenting Sponsor Consent Right); (xv) not (A) amend or propose to amend any of its organization documents other than in connection with the consummation of the Transaction or (B) engage in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or liens, or other similar transaction outside of the ordinary course of business other than the Transaction; provided, however, that this covenant shall not apply to any formation by the Company of, or any transfer of rights to, any new subsidiary of DSG in connection with the development of the Company’s direct-to-consumer platform so long as any such action is consistent with the Term Sheet and the new subsidiary becomes a Party to this Agreement and a guarantor under the applicable Definitive Documents; and (xvi) not (A) incur any liens, security interests or encumbrances, other than as expressly permitted by the Existing Funded Debt Documents, (B) pay, or agree to pay, any indebtedness, liabilities, or other obligations (including any accounts payable or trade payable) that existed prior to the TSA Effective Date or that arose from any matter, occurrence, action, omission, or circumstance that occurred prior to the TSA Effective Date, other than as expressly permitted by the Existing Funded Debt Documents or as provided for herein, or (C) make any investments, acquire any assets, or dispose or sell any assets, other than as expressly permitted by the Existing Funded Debt Documents and this Agreement.
Appears in 1 contract
Sources: Transaction Support Agreement (Sinclair Broadcast Group Inc)
Transaction Support. During the Support Period, subject to the terms and conditions of this Agreement, the Company agrees that it shall:
(i) negotiate in good faith the applicable Definitive Documents consistent in all material respects with the Term Sheet and this Agreement;
(ii) execute, deliver, perform its obligations under, implement, and consummate the transactions contemplated by the applicable Definitive Documents that are consistent in all material respects with the Term Sheet and this Agreement to which it is required to be a party;
(iii) use commercially reasonable efforts to support and take all commercially reasonable actions necessary or reasonably requested by the Consenting Creditors or to facilitate the Consenting Sponsor to support consummation of the Transaction and to act in good faith and take all reasonable actions necessary to implement and consummate the Transaction Transactions in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement (including Agreement, the Term Sheet and the other Definitive Documents, as applicable);
(ii) implement and consummate the Transaction in a timely manner and take any and all commercially reasonable efforts in furtherance of the Transaction, as contemplated under this Agreement; provided that the Company shall not consummate the Transaction unless and until all of the conditions to the effectiveness thereof set forth herein and/or in the Term Sheet have been satisfied (or will be satisfied contemporaneously with the consummation of the Transaction) or waived by the Consenting Creditors in accordance with Section 15 hereof;
(iii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and Consistent in all Material Respects with the Term Sheet;
(iv) utilize best efforts to provide the Ad Hoc Group Advisors, on a professional eyes’ only basis and subject to “clean team” restrictions reasonably acceptable to the Company, with information and documentation responsive to all diligence requests determined by the Ad Hoc Group Advisors (in consultation with the Requisite Consenting Creditors) to be necessary or advisable to consummate the Transaction (the “Diligence Requests”) within three (3) Business Days of receipt by the Company or its advisors of such Diligence Requests; which responses shall be in form and substance acceptable to the Ad Hoc Group Advisors (in consultation with the Requisite Consenting Creditors); provided, however, that (a) the Company shall have two (2) days after the Ad Hoc Group Advisors transmits a written notice (email being sufficient) in accordance with Section 23 hereof informing the Company that any response to any Diligence Requests is not acceptable to the Ad Hoc Group Advisors (in reasonable detail as to the deficiency of such Company response) to supplement the Company’s response to such Diligence Requests to the satisfaction of the Ad Hoc Group Advisors, (b) no information or documentation provided by the Company or its advisors in response to such Diligence Requests may be shared with the Consenting Creditors without the prior written consent (email being sufficient) of the Company or its advisors, and (c) any information or documentation provided by the Company or its advisors in response to any Diligence Requests or otherwise shall be subject to existing confidentiality agreements or restrictions with the Ad Hoc Group Advisors and the Consenting Creditors, as applicable (or, if no such confidentiality agreement or restriction exists, subject to a confidentiality arrangement in form and substance acceptable to the Company);
(v) comply with each of the following milestones (the “Milestones”), which Milestones may be extended (but with no obligation to extend) only with the express prior written consent of the Requisite Consenting Creditors in accordance with Section 15 hereof (which consent can be provided via email from the Ad Hoc Group Advisors at the direction of the Requisite Consenting Creditors):
(A) no later than January 28, 2022, the Company shall commence the solicitation of the applicable consents with respect to the exchange of Term Loans under the Existing Credit Agreement for new loans under the Second Lien Credit Agreement;
(B) no later than February 4, 2022, the Company shall commence the solicitation of the applicable consents with respect to the exchange of the 5.375% Secured Notes and the 12.75% Secured Notes into the Second Lien Indenture;
(C) no later than March 7, 2022, the Consent Threshold shall have been satisfied with respect to the Transaction; and
(D) no later than the Outside Date, the Closing Date shall have occurred.
(vi) (A) conduct its businesses and operations only in the ordinary course in a manner that is materially consistent with past practices and in compliance with law, (B) maintain its physical assets, properties, and facilities in their working order condition and repair as of the TSA Effective Date, in the ordinary course, in a manner that is consistent with past practices, and in compliance with Law (ordinary wear and tear and casualty and condemnation excepted), (C) maintain its books and records in the ordinary course, in a manner that is materially consistent with past practices, and in compliance with Law, (D) maintain all insurance policies, or suitable replacements therefor, in full force and effect, in the ordinary course, in a manner that is materially consistent with past practices, and in compliance with Law, and (E) use commercially reasonable efforts to preserve intact its business organizations and relationships with third parties (including creditors, lessors, licensors, suppliers, distributors and customers) and employees in the ordinary course, in a manner that is consistent in all material respects with past practices, and in compliance with Law; provided that any actions expressly permitted to be taken by the Company in accordance with the Existing Funded Debt Documents, including reasonably defending against, or entering into agreements to settle any claim, litigation, investigation or proceeding, shall be compliant with the requirements set forth in this subsection;
(vii) complete the preparation, as soon as reasonably practicable after the TSA Effective Date, of each of the Definitive Documents necessary to implement the Transaction Transactions under Section 3 and subject to and in accordance with Section 3, obtain the written consent (email from applicable counsel being sufficient) of the Requisite Consenting Creditors or the Consenting Sponsor (as applicable) to the form and substance of each of the Definitive Documents as required hereunder;
(viiiv) notify the Ad Hoc Group Advisors and the Consenting Sponsor within two (2) calendar days Business Days after obtaining actual knowledge thereof of (A) any material breach by the Company in any respect of any of its obligations, representations, warranties or covenants set forth in this Agreement or any other Definitive Document; and or (B) the happening or existence of any event that shall have made any of the conditions precedent set forth in Section 12 herein, 10 herein incapable of being satisfied prior to the Outside Date;
(ix) if the Company receives an unsolicited Alternative Transaction Proposal, within one (1) calendar day of the receipt of such Alternative Transaction Proposal, notify the Ad Hoc Group Advisors and the Consenting Sponsor of the receipt thereof, with such notice to include the material terms thereof;
(x) if the Company enters into a confidentiality and/or non-disclosure agreement with any other Party (other than any such confidentiality and/or non-disclosure agreement entered into in the ordinary course and consistent with past practice that is not related to the Transaction or Alternative Transaction Proposal), within one (1) calendar day of entry into such a confidentiality and/or non-disclosure agreement, notify the Ad Hoc Group Advisors;
(xivi) support and use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals to consummate the TransactionTransactions;
(xiivii) if it wishes to exercise the right to require the Backstop Parties to fund all of their Backstop Commitments, give notice (Athe “Backstop Funding Notice”) not take any action to such Backstop Parties of such exercise in accordance with Section 21 to the Backstop Parties of such election at or before 11:59 p.m. (Eastern time) on the date that is inconsistent in any material respect witheight (8) weeks after the TSA Effective Date (such date and time, or is intended to frustrate or impede approval, implementation and consummation the “Backstop Funding Notice Deadline”). Any closing of the Transaction, (B) not object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation funding of the TransactionBackstop Commitments, or (C) not seek, solicit, support, encourage, propose, assist, consent to, vote for, enter or participate which amounts may be reduced as described in any discussions or any agreement the Term Sheet under “First Out First Lien Credit Facilities – Facility Size,” shall occur no later than the Outside Date. The Backstop Commitments will expire as of immediately after the Backstop Funding Notice Deadline if no Backstop Funding Notice is given with any Person regarding, pursue, or consummate any Alternative Transaction;respect to all then outstanding Backstop Commitments by the Backstop Funding Notice Deadline; and
(xiiiviii) not, directly or indirectly, announce publicly, or announce to any of the Parties or other holders of Claims and Interests, its intention not to support the Transaction or take any other action that would, or would reasonably be expected to, prevent, interfere with, delay or impede the implementation or consummation of the Transaction, including, but not limited toif requested by a Backstop Party, (A) initiating any proceeding cause JPMorgan Chase Bank, N.A., an affiliate thereof, or taking any other action to oppose the execution or delivery of any of the Definitive Documentsa comparable national financial institution (such institution, the performance “Fronting Bank”), to fund, subject to compliance with applicable law, solely for the purpose of any obligations facilitating the Transactions, all of any party to any such Backstop Party’s Backstop Commitment as set forth in the Backstop Funding Notice for a period of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, no less than forty-eight (48) hours and (B) initiating pay any proceeding or taking any other action fees required to amend, supplement, or otherwise modify any of obtain such services from the Definitive Documents, which amendment, modification, or supplement is not: (i) Consistent in all Material Respects with the Term Sheet; (ii) consistent with the terms of this Agreement; and (iii) with respect to any provisions not addressed by the Term Sheet or this Agreement, in form and substance acceptable to the Requisite Consenting Creditors and in form and substance reasonably acceptable to the Consenting Sponsor (subject to the Consenting Sponsor Consent Right), (C) initiating any proceeding or taking any other action, or exercising or seeking to exercise any rights (including rights under the Delaware Limited Liability Company Act or Limited Partnership Act or other applicable Law) or remedies as a holder of Claims and Interests, that is barred by or is otherwise inconsistent with this Agreement or the Definitive Documents and not Consistent in all Material Respects with the Term Sheet, or (D) (i) preparing or commencing an action or other legal Proceeding that challenges (x) the amount, validity, allowance, character, enforceability, or priority of any Creditor Claims or Equity Interests or (y) the validity, enforceability, or perfection of any lien or other encumbrance securing any Creditor Claims, or (ii) support any third party in connection with any of the acts described in Section 6(a)(xii);
(xiv) not execute, deliver, launch, and/or file any Definitive Document (including any amendment, supplement or modification of, or any waiver to, any Definitive Document) that, in whole or in part, is not (i) Consistent in all Material Respects with the Term Sheet; (ii) consistent with the terms of this Agreement; and (iii) with respect to any provisions not addressed by the Term Sheet or this Agreement, in form and substance acceptable to the Requisite Consenting Creditors and in form and substance reasonably acceptable to the Consenting Sponsor (subject to the Consenting Sponsor Consent Right);
(xv) not (A) amend or propose to amend any of its organization documents other than in connection with the consummation of the Transaction or (B) engage in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or liens, or other similar transaction outside of the ordinary course of business other than the Transaction; provided, however, that this covenant shall not apply to any formation by the Company of, or any transfer of rights to, any new subsidiary of DSG in connection with the development of the Company’s direct-to-consumer platform so long as any such action is consistent with the Term Sheet and the new subsidiary becomes a Party to this Agreement and a guarantor under the applicable Definitive Documents; and
(xvi) not (A) incur any liens, security interests or encumbrances, other than as expressly permitted by the Existing Funded Debt Documents, (B) pay, or agree to pay, any indebtedness, liabilities, or other obligations (including any accounts payable or trade payable) that existed prior to the TSA Effective Date or that arose from any matter, occurrence, action, omission, or circumstance that occurred prior to the TSA Effective Date, other than as expressly permitted by the Existing Funded Debt Documents or as provided for herein, or (C) make any investments, acquire any assets, or dispose or sell any assets, other than as expressly permitted by the Existing Funded Debt Documents and this AgreementFronting Bank.
Appears in 1 contract
Sources: Transaction Support Agreement (Sinclair Broadcast Group, LLC)
Transaction Support. During the Support Period, subject to the terms and conditions of this Agreementhereof, the Company agrees each Consenting Creditor agrees, severally and not jointly, with respect to all Covered Claims held, that it shall:shall (and shall cause its Covered Affiliates to):
(i) solely in respect of the Backstop Parties, fund, on the Initial Closing Date or the Subsequent Closing Date as set forth in the applicable Backstop Funding Notice (provided that such date is not later than the Outside Date), the aggregate principal amount of the First Out First Lien Term Loan set forth opposite such Consenting Creditor’s name on Schedule 2 hereto (provided that, at STG’s option, such amount shall be increased by an amount necessary to fund such Backstop Party’s pro rata portion of any TLB-5 Increase, it being agreed that the Backstop Parties shall not be obligated to fund the TLB-5 Increase in cash but rather may fund the TLB-5 Increase by including such amount as additional principal under the TLB-5), subject only to the conditions set forth in Section 10 (the “Backstop Commitment”);
(ii) tender or exchange, as applicable (or use commercially reasonable efforts to cause to be tendered or exchanged, as applicable), into the applicable Exchange Offers and consent (or use commercially reasonable efforts to cause to be consented) in the applicable Consent Solicitations, and take all such other actions reasonably necessary to participate in and consent to the applicable Exchange Offers and applicable Consent Solicitations with respect to all of its Existing Debt that constitutes Covered Claims, in accordance with the applicable procedures set forth in the Exchange Offers and Consent Solicitations, in any event prior to the deadlines set forth in the Exchange Offers and Consent Solicitations or any Definitive Documents relating thereto;
(iii) negotiate in good faith the applicable Definitive Documents consistent in all material respects with the Term Sheet and this Agreement;
(iv) execute, deliver, perform its obligations under, implement, and consummate the transactions contemplated by the applicable Definitive Documents that are consistent in all material respects with the Term Sheet and this Agreement to which it is required to be a party;
(v) use commercially reasonable efforts to support and take all commercially reasonable actions necessary or reasonably requested by the Consenting Creditors or Company to facilitate the Consenting Sponsor to support consummation of the Transaction and to act in good faith and take all reasonable actions necessary to implement and consummate the Transaction Transactions in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement (including the Term Sheet and the other Definitive Documents, as applicable);
(ii) implement and consummate the Transaction in a timely manner and take any and all commercially reasonable efforts in furtherance of the Transaction, as contemplated under this Agreement; provided that the Company shall not consummate the Transaction unless and until all of the conditions to the effectiveness thereof set forth herein and/or in the Term Sheet have been satisfied (or will be satisfied contemporaneously with the consummation of the Transaction) or waived by the Consenting Creditors in accordance with Section 15 hereof;
(iii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and Consistent in all Material Respects with the Term Sheet;
(iv) utilize best efforts to provide the Ad Hoc Group Advisors, on a professional eyes’ only basis and subject to “clean team” restrictions reasonably acceptable to the Company, with information and documentation responsive to all diligence requests determined by the Ad Hoc Group Advisors (in consultation with the Requisite Consenting Creditors) to be necessary or advisable to consummate the Transaction (the “Diligence Requests”) within three (3) Business Days of receipt by the Company or its advisors of such Diligence Requests; which responses shall be in form and substance acceptable to the Ad Hoc Group Advisors (in consultation with the Requisite Consenting Creditors); provided, however, that (a) the Company shall have two (2) days after the Ad Hoc Group Advisors transmits a written notice (email being sufficient) in accordance with Section 23 hereof informing the Company that any response to any Diligence Requests is not acceptable to the Ad Hoc Group Advisors (in reasonable detail as to the deficiency of such Company response) to supplement the Company’s response to such Diligence Requests to the satisfaction of the Ad Hoc Group Advisors, (b) no information or documentation provided by the Company or its advisors in response to such Diligence Requests may be shared with the Consenting Creditors without the prior written consent (email being sufficient) of the Company or its advisors, and (c) any information or documentation provided by the Company or its advisors in response to any Diligence Requests or otherwise shall be subject to existing confidentiality agreements or restrictions with the Ad Hoc Group Advisors and the Consenting Creditors, as applicable (or, if no such confidentiality agreement or restriction exists, subject to a confidentiality arrangement in form and substance acceptable to the Company);
(v) comply with each of the following milestones (the “Milestones”), which Milestones may be extended (but with no obligation to extend) only with the express prior written consent of the Requisite Consenting Creditors in accordance with Section 15 hereof (which consent can be provided via email from the Ad Hoc Group Advisors at the direction of the Requisite Consenting Creditors):
(A) no later than January 28, 2022, the Company shall commence the solicitation of the applicable consents with respect to the exchange of Term Loans under the Existing Credit Agreement for new loans under the Second Lien Credit Agreement;
(B) no later than February 4, 2022, the Company shall commence the solicitation of the applicable consents with respect to the exchange of the 5.375% Secured Notes and the 12.75% Secured Notes into the Second Lien Indenture;
(C) no later than March 7, 2022, the Consent Threshold shall have been satisfied with respect to the Transaction; and
(D) no later than the Outside Date, the Closing Date shall have occurred.
(vi) (A) conduct its businesses and operations only in the ordinary course in a manner that is materially consistent with past practices and in compliance with law, (B) maintain its physical assets, properties, and facilities in their working order condition and repair as of the TSA Effective Date, in the ordinary course, in a manner that is consistent with past practices, and in compliance with Law (ordinary wear and tear and casualty and condemnation excepted), (C) maintain its books and records in the ordinary course, in a manner that is materially consistent with past practices, and in compliance with Law, (D) maintain all insurance policies, or suitable replacements therefor, in full force and effect, in the ordinary course, in a manner that is materially consistent with past practices, and in compliance with Law, and (E) use commercially reasonable efforts to preserve intact its business organizations and relationships with third parties obtain additional support for the Transactions (including creditors, lessors, licensors, suppliers, distributors and customers) and employees in the ordinary courseform of Joinder Agreements) from holders of Creditor Claims that are not Consenting Creditors as is necessary for purposes of satisfying the Consent Threshold; and
(vii) give any customary notice, in a manner that is consistent in all material respects with past practicesorder, and in compliance with Lawinstruction, indemnity or direction to the Agent or the 4.125% Secured Notes Trustee necessary to give effect to the Transactions; provided that any actions expressly permitted indemnity shall be limited to be taken an indemnity reasonably requested by the Company in accordance with the Existing Funded Debt Documents, including reasonably defending against, or entering into agreements to settle any claim, litigation, investigation or proceeding, shall be compliant with the requirements 4.125% Secured Notes Trustee (if any) for breaches of such Consenting Creditor’s individual representations and warranties set forth in this subsection;
(vii) complete the preparation, as soon as any consent reasonably practicable after the TSA Effective Date, of each of the Definitive Documents necessary to implement the Transaction under Section 3 and subject to and in accordance with Section 3, obtain the written consent (email from applicable counsel being sufficient) of the Requisite Consenting Creditors or the Consenting Sponsor (as applicable) to the form and substance of each of the Definitive Documents as required hereunder;
(viii) notify the Ad Hoc Group Advisors and the Consenting Sponsor within two (2) calendar days after obtaining actual knowledge thereof of (A) any material breach requested by the Company in any respect of any of its obligations, representations, warranties or covenants 4.125% Secured Notes Trustee). Unless otherwise expressly set forth herein or in this Agreement or any other Definitive Document; and (B) the happening or existence of any event that shall have made any of the conditions precedent set forth in Section 12 herein, incapable of being satisfied prior to the Outside Date;
(ix) if the Company receives an unsolicited Alternative Transaction Proposal, within one (1) calendar day of the receipt of such Alternative Transaction Proposal, notify the Ad Hoc Group Advisors and the Consenting Sponsor of the receipt thereof, with such notice to include the material terms thereof;
(x) if the Company enters into a confidentiality and/or non-disclosure agreement with any other Party (other than any such confidentiality and/or non-disclosure agreement entered into in the ordinary course and consistent with past practice that is not related to the Transaction or Alternative Transaction Proposal), within one (1) calendar day of entry into such a confidentiality and/or non-disclosure agreement, notify the Ad Hoc Group Advisors;
(xi) support and use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals to consummate the Transaction;
(xii) (A) not take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Transaction, (B) not object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Transaction, or (C) not seek, solicit, support, encourage, propose, assist, consent to, vote for, enter or participate in any discussions or any agreement with any Person regarding, pursue, or consummate any Alternative Transaction;
(xiii) not, directly or indirectly, announce publicly, or announce to any of the Parties or other holders of Claims and Interests, its intention not to support the Transaction or take any other action that would, or would reasonably be expected to, prevent, interfere with, delay or impede the implementation or consummation of the Transaction, including, but not limited to, (A) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (B) initiating any proceeding or taking any other action to amend, supplement, or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is not: (i) Consistent in all Material Respects with the Term Sheet; (ii) consistent with the terms of this Agreement; and (iii) with respect to any provisions not addressed by the Term Sheet or this Agreement, in form and substance acceptable to the Requisite Consenting Creditors and in form and substance reasonably acceptable to the Consenting Sponsor (subject to the Consenting Sponsor Consent Right), (C) initiating any proceeding or taking any other action, or exercising or seeking to exercise any rights (including rights under the Delaware Limited Liability Company Act or Limited Partnership Act or other applicable Law) or remedies as a holder of Claims and Interests, that is barred by or is otherwise inconsistent with this Agreement or the Definitive Documents and not Consistent in all Material Respects with the Term Sheet, no Consenting Creditor or (D) (i) preparing or commencing an action or other legal Proceeding that challenges (x) the amount, validity, allowance, character, enforceability, or priority of any Creditor Claims or Equity Interests or (y) the validity, enforceability, or perfection of any lien or other encumbrance securing any Creditor Claims, or (ii) support any third party in connection with any of the acts described its Covered Affiliates shall be required to incur, assume, become liable in Section 6(a)(xii);
(xiv) not execute, deliver, launch, and/or file any Definitive Document (including any amendment, supplement or modification respect of, or suffer to exist any waiver toexpenses, any Definitive Document) that, in whole or in part, is not (i) Consistent in all Material Respects with the Term Sheet; (ii) consistent with the terms of this Agreement; and (iii) with respect to any provisions not addressed by the Term Sheet or this Agreement, in form and substance acceptable to the Requisite Consenting Creditors and in form and substance reasonably acceptable to the Consenting Sponsor (subject to the Consenting Sponsor Consent Right);
(xv) not (A) amend or propose to amend any of its organization documents other than in connection with the consummation of the Transaction or (B) engage in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or liensliabilities, or other similar transaction outside of the ordinary course of business other than the Transaction; provided, however, that this covenant shall not apply to any formation by the Company of, or any transfer of rights to, any new subsidiary of DSG in connection with the development of the Company’s direct-to-consumer platform so long as any such action is consistent with the Term Sheet and the new subsidiary becomes a Party to this Agreement and a guarantor under the applicable Definitive Documents; and
(xvi) not (A) incur any liens, security interests or encumbrances, other than as expressly permitted by the Existing Funded Debt Documents, (B) payobligations, or agree to payor become bound by any commitments, any indebtednessundertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations (including any accounts payable to such Consenting Creditor or trade payable) that existed prior to the TSA Effective Date or that arose from any matter, occurrence, action, omission, or circumstance that occurred prior to the TSA Effective Date, other than as expressly permitted by the Existing Funded Debt Documents or as provided for herein, or (C) make any investments, acquire any assets, or dispose or sell any assets, other than as expressly permitted by the Existing Funded Debt Documents and this AgreementCovered Affiliate.
Appears in 1 contract
Sources: Transaction Support Agreement (Sinclair Broadcast Group, LLC)