Consenting Lenders Termination Events. The Required Consenting Lenders shall have the right, but not the obligation, upon seven (7) Business Days’ written notice to the counsel to the Consenting Noteholders and the Company in accordance with Section 9(k) hereof, to terminate the obligations of the Consenting Lenders and Administrative Agent under this Agreement upon the occurrence of any of the following events, unless waived, in writing by the Required Consenting Lenders on a prospective or retroactive basis (it being agreed, during the seven (7) Business Days’ notice period, any of the following events may be cured): (1) the cases shall not have been commenced by May 18, 2018; (2) the Bankruptcy Court shall not have entered the Interim DIP Order within three (3) Business Days of the Petition Date (unless the DIP Lenders extend the date under the DIP Credit Agreement by which the Interim DIP Order must be entered, in which case such extended date shall apply to this clause (2)); (3) the Debtors shall not have filed the Sale Motion within fourteen (14) days after the Petition Date; (4) the Bankruptcy Court shall not have entered the Bid Procedures Order within fifty (50) days after the Petition Date; (5) the Bankruptcy Court shall not have entered an order approving the Disclosure Statement within seventy-five (75) days after the Petition Date; (6) the Bid Deadline shall not have occurred within one hundred fifteen (115) days after the Petition Date; (7) if a “qualified bid” satisfying the Reserve Price has been submitted prior to the Bid Deadline, the Debtors shall not have commenced the Auction within one hundred twenty-five (125) days of the Petition Date; (8) the Restructuring Transaction shall not have been consummated within one hundred seventy (170) days of the Petition Date;; (9) the Bankruptcy Court shall have entered an order (i) directing the appointment of an examiner with expanded powers or a trustee, (ii) converting any of the Cases to a case under chapter 7 of the Bankruptcy Code, or (iii) dismissing any of the Cases, which order has not been stayed, reversed or vacated within ten (10) Business Days after such issuance; (10) any Debtor (i) files, amends or modifies, or files a pleading seeking approval of any Definitive Documentation or authority to amend or modify the Definitive Documentation in a manner that is inconsistent with or is not permitted by this Agreement or the Restructuring Term Sheet (including with respect to the consent rights afforded the Consenting Lenders and Consenting Noteholders, respectively, under this Agreement) without the prior written consent of the Required Consenting Noteholders,
Appears in 1 contract
Samples: Restructuring Support Agreement
Consenting Lenders Termination Events. The Required A Consenting Lenders Lender shall have the right, but not the obligation, to terminate its own obligations under this Agreement, upon seven five (75) Business Daysdays’ prior written notice to all Parties setting forth the counsel to the Consenting Noteholders and the Company in accordance with Section 9(k) hereof, to terminate the obligations of the Consenting Lenders and Administrative Agent under this Agreement upon basis for termination following the occurrence of any of the following eventsevents (each, a “Lender Termination Event”), unless such event has been waived, in writing writing, by such Consenting Lender or the Required Majority Consenting Lenders (as defined herein), if such event remains uncured on a prospective or retroactive basis within five (it being agreed, during the seven (7) Business Days’ notice period, any of the following events may be cured):
(1) the cases shall not have been commenced by May 18, 2018;
(2) the Bankruptcy Court shall not have entered the Interim DIP Order within three (3) Business Days of the Petition Date (unless the DIP Lenders extend the date under the DIP Credit Agreement by which the Interim DIP Order must be entered, in which case such extended date shall apply to this clause (2));
(3) the Debtors shall not have filed the Sale Motion within fourteen (145) days after the Petition Dategiving of written notice of such breach to the other Parties:
(a) the failure to meet any Milestone, unless such failure is the result of any act, omission, or delay on the part of any Consenting Lender or such Milestone is waived in accordance herewith;
(4b) the occurrence of a material breach of this Agreement by the Company;
(c) the occurrence of an Event of Default or a violation of the Company’s obligations under Financing Orders, in each case, which Event of Default or violation has not been cured (if susceptible to cure) in accordance with the terms set forth therein;
(d) entry of an order by the Bankruptcy Court shall not have entered converting the Bid Procedures Order within fifty (50) days after the Petition Date;
(5) the Bankruptcy Court shall not have entered an order approving the Disclosure Statement within seventy-five (75) days after the Petition Date;
(6) the Bid Deadline shall not have occurred within one hundred fifteen (115) days after the Petition Date;
(7) if a “qualified bid” satisfying the Reserve Price has been submitted prior to the Bid Deadline, the Debtors shall not have commenced the Auction within one hundred twenty-five (125) days of the Petition Date;
(8) the Restructuring Transaction shall not have been consummated within one hundred seventy (170) days of the Petition Date;;
(9) the Bankruptcy Court shall have entered an order (i) directing the appointment of an examiner with expanded powers or a trustee, (ii) converting any of the Cases Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, or (iii) dismissing any of the Cases, which order has not been stayed, reversed or vacated within ten (10) Business Days after such issuance;
(10e) any Debtor entry of an order by the Bankruptcy Court appointing a trustee, receiver, or examiner with expanded powers beyond those set forth in section 1106(a)(3) and (i4) files, of the Bankruptcy Code in the Chapter 11 Case;
(f) entry of an order by the Bankruptcy Court terminating the Company’s exclusive right to file a plan of reorganization pursuant to section 1121 of the Bankruptcy Code;
(g) the Company or a Consenting Equity Holder amends or modifies, or files a pleading seeking approval of any Definitive Documentation or authority to amend or modify modify, the Definitive Documentation in a manner that Documentation, unless such amendment or modification is inconsistent (i) consistent with or is not permitted by this Agreement or the Restructuring Term Sheet (including with respect ii) acceptable to the consent rights afforded the Majority Consenting Lenders and in their sole discretion;
(h) entry of an order by the Bankruptcy Court amending or modifying the Definitive Documentation, unless such amendment or modification is (i) consistent with this Agreement or (ii) acceptable to the Majority Consenting NoteholdersLenders in their sole discretion;
(i) the Company or a Consenting Equity Holder files, respectivelypropounds, under this Agreement) or otherwise publicly supports or announces that it will support any alternative transaction, including any plan of reorganization other than the Plan, or files any motion or application seeking authority to sell any material assets, without the prior written consent of the Required Majority Consenting Noteholders,Lenders;
(j) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Restructuring; provided, however, that the Company shall have five (5) days after issuance of such ruling or order to obtain relief that would allow consummation of the Restructuring in a manner that (i) does not prevent or diminish in a material way compliance with the terms of the Plan and this Agreement or (ii) is acceptable to the Majority Consenting Lenders in their sole discretion;
(k) the Bankruptcy Court enters any order authorizing the use of cash collateral or post-petition financing that is not consented to by the Majority Consenting Lenders in their sole discretion;
(l) either (i) the Company or a Consenting Equity Holder files a motion, application or adversary proceeding (or supports such a filing) (1) challenging the validity, enforceability, perfection or priority of, or seeking avoidance or subordination of, the loans under the Term Loan Agreement or the DIP Credit Agreement or the liens securing such obligations or (2) asserting any other cause of action against and/or with respect or relating to such obligations or the liens securing such obligations or (ii) the Bankruptcy Court (or any court with jurisdiction over the Chapter 11 Cases) enters an order providing relief against the interests of the Consenting Lenders (in their capacity as holders of loans under the Term Loan Agreement or the DIP Credit Agreement) with respect to any of the foregoing causes of action or proceedings;
(m) a breach by the Company or a Consenting Equity Holder of any representation, warranty, or covenant contained in this Agreement that could reasonably be expected to have a material adverse impact on the Restructuring or the consummation of the Restructuring;
(n) a breach by the Company or a Consenting Equity Holder of any of its obligations under this Agreement that could reasonably be expected to have a material adverse impact on the Restructuring or the consummation of the Restructuring; or
(o) the Consummation Date shall not have occurred on or before 75 days after the Petition Date.
Appears in 1 contract
Samples: Restructuring Support Agreement (EveryWare Global, Inc.)
Consenting Lenders Termination Events. The Required A Consenting Lenders Lender shall have the right, but not the obligation, to terminate its own obligations under this Agreement, upon seven five (75) Business Daysdays’ prior written notice to all Parties setting forth the counsel to the Consenting Noteholders and the Company in accordance with Section 9(k) hereof, to terminate the obligations of the Consenting Lenders and Administrative Agent under this Agreement upon basis for termination following the occurrence of any of the following eventsevents (each, a “Lender Termination Event”), unless such event has been waived, in writing writing, by such Consenting Lender or the Required Majority Consenting Lenders on a prospective or retroactive basis (it being agreed, during the seven (7) Business Days’ notice period, any of the following events may be curedas defined herein):
(1a) the cases shall not have been commenced by May 18failure to meet any Milestone, 2018unless such failure is the result of any act, omission, or delay on the part of any Consenting Lender or such Milestone is waived in accordance herewith;
(2b) the Bankruptcy Court shall occurrence of a material breach of this Agreement by the Company that has not have entered been cured (if susceptible to cure) within five (5) days after the Interim DIP Order within three receipt by the Company of written notice of such breach;
(3c) Business Days the occurrence of (i) any Event of Default under (and as defined in) the Credit Agreement (other than any Acknowledged Default or any Event of Default triggered as a result of the Petition Date (unless commencement or pendency of the DIP Lenders extend the date under Chapter 11 Cases) or the DIP Credit Agreement by which or (ii) a violation of the Interim DIP Order must be enteredCompany’s obligations under Financing Orders, in each case, which case such extended date shall apply Event of Default or violation has not been cured (if susceptible to this clause (2))cure) in accordance with the terms set forth therein;
(3d) the Debtors shall not have filed the Sale Motion within fourteen (14) days after the Petition Date;
(4) entry of an order by the Bankruptcy Court shall not have entered converting the Bid Procedures Order within fifty (50) days after the Petition Date;
(5) the Bankruptcy Court shall not have entered an order approving the Disclosure Statement within seventy-five (75) days after the Petition Date;
(6) the Bid Deadline shall not have occurred within one hundred fifteen (115) days after the Petition Date;
(7) if a “qualified bid” satisfying the Reserve Price has been submitted prior to the Bid Deadline, the Debtors shall not have commenced the Auction within one hundred twenty-five (125) days of the Petition Date;
(8) the Restructuring Transaction shall not have been consummated within one hundred seventy (170) days of the Petition Date;;
(9) the Bankruptcy Court shall have entered an order (i) directing the appointment of an examiner with expanded powers or a trustee, (ii) converting any of the Cases Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, or (iii) dismissing any of the Cases, which order has not been stayed, reversed or vacated within ten (10) Business Days after such issuance;
(10e) entry of an order by the Bankruptcy Court appointing a trustee, receiver, or examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code in the Chapter 11 Case;
(f) entry of an order by the Bankruptcy Court terminating any Eagle Entity’s exclusive right to file a plan of reorganization pursuant to section 1121 of the Bankruptcy Code;
(g) any Debtor (i) files, Eagle Entity amends or modifies, or files a pleading seeking approval of any Definitive Documentation or authority to amend or modify modify, the Definitive Documentation in a manner that Documentation, unless such amendment or modification is inconsistent (i) consistent with or is not permitted by this Agreement or the Restructuring Term Sheet (including with respect ii) reasonably acceptable to the consent rights afforded Majority Consenting Lenders;
(h) entry of an order by the Bankruptcy Court amending or modifying the Definitive Documentation, unless such amendment or modification is (i) consistent with this Agreement or (ii) reasonably acceptable to the Majority Consenting Lenders Lenders;
(i) either (i) the board of directors of any Eagle Entity and Consenting Noteholdersthe officers of such Eagle Entity determine to pursue any Alternative Transaction (as defined below), respectivelyincluding any plan of reorganization (other than the Plan) or (ii) any Eagle Entity files, under this Agreement) propounds, or otherwise publicly supports or announces that any Eagle Entity will support any Alternative Transaction, including any plan of reorganization other than the Plan, or files any motion or application seeking authority to sell any material assets, without the prior written consent of the Required Majority Consenting Noteholders,Lenders;
Appears in 1 contract
Samples: Restructuring Support Agreement (Eagle Bulk Shipping Inc.)
Consenting Lenders Termination Events. The Required Consenting Lenders shall have the right, but not the obligation, upon seven (7) Business Days’ written notice to the counsel to the Consenting Noteholders and the Company in accordance with Section 9(k9(o) hereof, to terminate the obligations of the Consenting Lenders and Administrative Agent under this Agreement upon the occurrence of any of the following events, unless waived, in writing by the Required Consenting Lenders on a prospective or retroactive basis (it being agreed, during the seven (7) Business Days’ notice period, any of the following events may be cured):
(1) the cases shall not have been commenced by May 18, 2018;
(2) the Bankruptcy Court shall not have entered the Interim DIP Order within three (3) Business Days of the Petition Date (unless the DIP Lenders extend the date under the DIP Credit Agreement by which the Interim DIP Order must be entered, in which case such extended date shall apply to this clause (2));
(3) the Debtors shall not have filed the Sale Motion within fourteen (14) days after the Petition Date;
(4) the Bankruptcy Court shall not have entered the Bid Procedures Order within fifty (50) days after the Petition Date;
(5) the Bankruptcy Court shall not have entered an order approving the Disclosure Statement within seventy-five (75) days after the Petition Date;
(6) the Bid Deadline shall not have occurred within one hundred fifteen (115) days after the Petition Date;
(7) if a “qualified bid” satisfying the Reserve Price has been submitted prior to the Bid Deadline, the Debtors shall not have commenced the Auction within one hundred twenty-five (125) days of the Petition Date;
(8) the Restructuring Transaction shall not have been consummated within one hundred seventy (170) days of the Petition Date;;
(9) the Bankruptcy Court shall have entered an order (i) directing the appointment of an examiner with expanded powers or a trustee, (ii) converting any of the Cases to a case under chapter 7 of the Bankruptcy Code, or (iii) dismissing any of the Cases, which order has not been stayed, reversed or vacated within ten (10) Business Days after such issuance;
(10) any Debtor (i) files, amends or modifies, or files a pleading seeking approval of any Definitive Documentation or authority to amend or modify the Definitive Documentation in a manner that is inconsistent with or is not permitted by this Agreement or the Restructuring Term Sheet (including with respect to the consent rights afforded the Consenting Lenders and Consenting Noteholders, respectively, under this Agreement) without the prior written consent of the Required Consenting Noteholders,, (ii) revokes the Restructuring Transaction without the prior consent of the Required Consenting Lenders, or (iii) publicly announces its intention to take any such acts listed in the foregoing clause (i) or (ii) or is otherwise inconsistent with the consent rights afforded such Parties under this Agreement;
(11) a material breach by any Debtor of any representation, warranty, or covenant of such Debtor set forth in this Agreement, which (to the extent curable) remains uncured for a period of seven (7) Business Days after the receipt by the Debtors of written notice of such breach;
(12) a material breach by a Consenting Noteholder of any representation, warranty, or covenant of such Consenting Noteholder set forth in this Agreement (including, for the avoidance of doubt, the obligations regarding the transfer of claims in Section 5 hereof), which (to the extent curable) remains uncured for a period of seven (7) Business Days after the receipt by such Consenting Noteholder of written notice of such breach from the Administrative Agent; provided, that, the foregoing shall not be a termination event so long as non-breaching Consenting Noteholders party hereto continue to be the beneficial owners of and/or the investment manager of the beneficial owners of at least 66-2/3% of the outstanding Second Lien Notes; or
(13) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order that prevents consummation of the Restructuring Transaction in accordance with this Agreement and the Restructuring Term Sheet; provided, however, that the Parties shall have ten (10) Business Days after issuance of such final ruling, judgment or order to obtain relief that would allow consummation of the Restructuring Transaction in accordance with this Agreement and the Restructuring Term Sheet; provided further that, the denial of the Settlement Approval Order by the Bankruptcy Court or a successful Challenge as to the amount of the Yield Protection Amount or Call Protection Amount shall not constitute a termination event for the Consenting Lenders under this clause (13);
(14) an Event of Default has occurred under the DIP Credit Agreement and such Event of Default is outstanding and continuing for a period of more than two (2) Business Days; or
(15) the earliest to occur of: (i) the Bankruptcy Court shall have affirmatively denied approval of the Settlement Approval Order, (ii) the Bankruptcy Court shall not have entered the Settlement Approval Order within seventy-five (75) days after the Petition Date, (iii) the Settlement Approval Order, once entered, shall be stayed, reversed, modified or vacated or (iv) a Challenge that results in a final determination of the Yield Maintenance Amount and Call Protection Amount to be less than the Minimum MW Amount; provided that, the Required Consenting Lenders must terminate this Agreement pursuant to this clause (15) no later than ten (10) Business Days after the occurrence of the event described in this clause having occurred (by delivering notice of such termination to the Company and the Consenting Noteholders on or prior to the expiry of such ten (10) Business Day period), and after such ten (10) Business Day period this termination event may not otherwise be exercised and this Agreement shall remain in full force and effect.
Appears in 1 contract
