New Money Facility. Participation Each Senior Creditor shall have the right to participate in the New Money Facility in an amount equal to its Participation Amount. Each Senior Creditor shall submit an irrevocable notice to the Information Agent indicating their decision to participate in the New Money Facility on the terms and by the deadline set out in the Approved Restructuring Documents. Each Participating Lender shall advance its Participation Amount to the Agent of the New Money Facility and complete all “know-your-customer” requirements of the Agent of the New Money Facility by the deadlines set out in the Explanatory Statement Principal Amount US$150 million Borrower NewCo or such other entity as determined to be tax-efficient, provided, that if NewCo is not the issuer of the New Notes, NewCo shall guarantee the New Money Facility. Guarantor(s) Subject to tax diligence and customary exclusions, each Peruvian OpCo shall irrevocably and unconditionally jointly and severally guarantee the obligations of NewCo under the New Money Facility as principal debtor. Each Peruvian OpCo shall duly execute and deliver a promissory note (xxxxxx incomplete) in favour of the Agent of the New Money Facility to evidence its obligations to pay the amounts outstanding under the New Money Facility. The promissory notes shall be issued under Peruvian law and pursuant to article 10 of Law Xx. 00000 (Xxx xx Xxxxxxx Xxxxxxx) xx Xxxx. Security Agent To be appointed by the Majority Backstop Parties. Maturity 10 years from the date of drawdown. Interest LIBOR plus 9% with a 1% LIBOR floor, subject to the establishment of a relevant LIBOR replacement benchmark rate Interest Payment Dates Semi-annually in arrears. Interest to be payable on a 360-day year with twelve 30-day months. Pre-Payment The New Money Facility will also have an appropriate yield protection in the form of a make whole provision which may be waived by lenders of not less than 75% of the aggregate amount of commitments under the New Money Facility. Mandatory Pre- Payment In the event that NewCo raises additional funds by way of an equity issuance (whether by way of rights issue, equity private placement, convertible notes, options, warrants), or any debt issuance, all proceeds (net of costs and expenses) shall be used solely for repayment of principal under the New Money Facility. Other customary mandatory pre-payment events including upon the occurrence of a change of control which results in the Club Lenders and the Noteholders in aggregate beneficially owning or exercising control of no more than 50% of NewCo Equity. Utilization Amount One. For full amount of facility. Ranking The financial obligations of NewCo and each other obligor under the New Money Facility shall be senior in priority to the financial obligations of NewCo and Peruvian OpCos under the New Notes. Covenant Package The covenant package for the New Money Facility shall follow the covenant package of the Club Loans as amended to: (i) reflect a Permitted Sale following the Restructuring Effective Date; (ii) reflect the operating status of the NewCo and its subsidiaries; and (iii) the seniority of the financial obligations under the New Money Facility. Events of Default Customary events of default. Security Package First priority security over the equity interests of the Target Group and all material assets owned by the Target Group (including by way of appropriate local law instruments), subject to a customary intercreditor agreement between the holders of the New Notes and lenders of the New Money Facility to reflect the seniority of the New Money Facility to the New Notes. Backstop Each Backstop Party shall advance its Final Backstop Amount to the Agent of the New Money Facility and complete all “know-your-customer” requirements of the Agent of the New Money Facility by the deadlines set out in the Explanatory Statement. The Final Backstop Amount of each Backstop Party will be notified to it on or prior to the Restructuring Effective Date by the Information and is calculated on the following basis: IndividuaS Backctop Connitnent of that Backctop Party × Æggregate IndividuaS Backctop Connitnentc of aSS Backctop Partiec (US$150,000,000 − X) where X is the aggregate Participation Amounts of all Participating Lenders which has been advanced to and received by the Agent of the New Money Facility by the deadlines set out in the Explanatory Statement. Each Backstop Party who has advanced its Final Backstop Amount to the Agent of the New Money Facility and complete all “know-your-customer” requirements of the Agent of the New Money Facility by the deadlines set out in the Explanatory Statement shall be paid a Backstop Fee. Backstop Fees The Backstop Parties shall be paid their respective Backstop Fees from the proceeds of the New Money Facility. Transfer Restrictions Each lender under the New Money Facility (a “New Money Lender”) shall be free to transfer its commitments in the New Money Facility at any time after the New Money Facility has been utilised, in whole or in part, to another New Money Lender who is an original lender under the New Money Facility on the Restructuring Effective Date (an “Original Lender”). Additional restrictions (if any) on transfers of commitments in the New Money Facility to other New Money Lenders (whether or not Original Lenders) shall be on terms to be agreed in the facility agreement constituting the New Money Facility, provided that NewCo’s consent will not be required with respect to such transfers. Each Original Lender shall have the right to purchase its pro rata share of the commitments in the New Money Facility which any New Money Lender proposes to transfer to a person who is not an Original Lender. Subject to the foregoing right of first refusal, each New Money Lender will be free to transfer its commitments in the New Money Facility at any time after the New Money Facility has been utilised in whole or in part to any bank, financial institution, fund, trust or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets or any other person with the prior written consent of the NewCo (in the absolute discretion of NewCo), provided that NewCo’s consent is not required if the transfer is made: (i) to a person on an agreed whitelist; or (ii) whilst a payment default is continuing. There will be an absolute prohibition on transfers to Competitors and investors or equity holders of more than 5% of the equity or total investment in a Competitor. Purported transfers in breach of transfer provisions are void.
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New Money Facility. Participation Each Senior Creditor shall have the right to participate in the New Money Facility in an amount equal to its Participation Amount. Each Senior Creditor shall submit an irrevocable notice to the Information Agent indicating their decision to participate in the New Money Facility on the terms and by the deadline set out in the Approved Restructuring Documents. Each Participating Lender shall advance its Participation Amount to the Agent of the New Money Facility and complete all “know-your-customer” requirements of the Agent of the New Money Facility by the deadlines set out in the Explanatory Statement Principal Amount US$150 million Borrower NewCo or such other entity as determined to be tax-efficient, provided, that if NewCo is not the issuer of the New Notes, NewCo shall guarantee the New Money Facility. Guarantor(s) Subject to tax diligence and customary exclusions, each Peruvian OpCo shall irrevocably and unconditionally jointly and severally guarantee the obligations of NewCo under the New Money Facility as principal debtor. Each Peruvian OpCo shall duly execute and deliver a promissory note (xxxxxx incomplete) in favour of the Agent of the New Money Facility to evidence its obligations to pay the amounts outstanding under the New Money Facility. The promissory notes shall be issued under Peruvian law and pursuant to article 10 of Law Xx. 00000 (Xxx xx Xxxxxxx Xxxxxxx) xx Xxxx. Security Agent To be appointed by the Majority Backstop Parties. Maturity 10 years from the date of drawdown. Interest LIBOR plus 9% with a 1% LIBOR floor, subject to the establishment of a relevant LIBOR replacement benchmark rate Interest Payment Dates Semi-annually in arrears. Interest to be payable on a 360-day year with twelve 30-day months. Pre-Payment The New Money Facility will also have an appropriate yield protection in the form of a make whole provision which may be waived by lenders of not less than 75% of the aggregate amount of commitments under the New Money Facility. Mandatory Pre- Payment In the event that NewCo raises additional funds by way of an equity issuance (whether by way of rights issue, equity private placement, convertible notes, options, warrants), or any debt issuance, all proceeds (net of costs and expenses) shall be used solely for repayment of principal under the New Money Facility. Other customary mandatory pre-payment events including upon the occurrence of a change of control which results in the Club Lenders and the Noteholders in aggregate beneficially owning or exercising control of no more than 50% of NewCo Equity. Utilization Amount One. For full amount of facility. Ranking The financial obligations of NewCo and each other obligor under the New Money Facility shall be senior in priority to the financial obligations of NewCo and Peruvian OpCos under the New Notes. Covenant Package The covenant package for the New Money Facility shall follow the covenant package of the Club Loans as amended to: (i) reflect a Permitted Sale following the Restructuring Effective Date; (ii) reflect the operating status of the NewCo and its subsidiaries; and (iii) the seniority of the financial obligations under the New Money Facility. Events of Default Customary events of default. Security Package First priority security over the equity interests of the Target Group and all material assets owned by the Target Group (including by way of appropriate local law instruments), subject to a customary intercreditor agreement between the holders of the New Notes and lenders of the New Money Facility to reflect the seniority of the New Money Facility to the New Notes. Backstop Each Backstop Party shall advance its Final Backstop Amount to the Agent of the New Money Facility and complete all “know-your-customer” requirements of the Agent of the New Money Facility by the deadlines set out in the Explanatory Statement. The Final Backstop Amount of each Backstop Party will be notified to it on or prior to the Restructuring Effective Date by the Information and is calculated on the following basis: IndividuaS Backctop Connitnent of that Backctop Party 𝐼𝑛𝑑𝑖𝑣𝑖𝑑𝑢𝑎𝑙 𝐵𝑎𝑐k𝑠𝑡𝑜𝑝 𝐶𝑜𝑚𝑚𝑖𝑡𝑚𝑒𝑛𝑡 𝑜𝑓 𝑡ℎ𝑎𝑡 𝐵𝑎𝑐k𝑠𝑡𝑜𝑝 𝑃𝑎𝑟𝑡𝑦 × Æggregate IndividuaS Backctop Connitnentc of aSS Backctop Partiec 𝐴gg𝑟𝑒g𝑎𝑡𝑒 𝐼𝑛𝑑𝑖𝑣𝑖𝑑𝑢𝑎𝑙 𝐵𝑎𝑐k𝑠𝑡𝑜𝑝 𝐶𝑜𝑚𝑚𝑖𝑡𝑚𝑒𝑛𝑡𝑠 𝑜𝑓 𝑎𝑙𝑙 𝐵𝑎𝑐k𝑠𝑡𝑜𝑝 𝑃𝑎𝑟𝑡𝑖𝑒𝑠 (US$150,000,000 𝑈𝑆$150,000,000 − X𝑋) where X is the aggregate Participation Amounts of all Participating Lenders which has been advanced to and received by the Agent of the New Money Facility by the deadlines set out in the Explanatory Statement. Each Backstop Party who has advanced its Final Backstop Amount to the Agent of the New Money Facility and complete all “know-your-customer” requirements of the Agent of the New Money Facility by the deadlines set out in the Explanatory Statement shall be paid a Backstop Fee. Backstop Fees The Backstop Parties shall be paid their respective Backstop Fees from the proceeds of the New Money Facility. Transfer Restrictions Each lender under the New Money Facility (a “New Money Lender”) shall be free to transfer its commitments in the New Money Facility at any time after the New Money Facility has been utilised, in whole or in part, to another New Money Lender who is an original lender under the New Money Facility on the Restructuring Effective Date (an “Original Lender”). Additional restrictions (if any) on transfers of commitments in the New Money Facility to other New Money Lenders (whether or not Original Lenders) shall be on terms to be agreed in the facility agreement constituting the New Money Facility, provided that NewCo’s consent will not be required with respect to such transfers. Each Original Lender shall have the right to purchase its pro rata share of the commitments in the New Money Facility which any New Money Lender proposes to transfer to a person who is not an Original Lender. Subject to the foregoing right of first refusal, each New Money Lender will be free to transfer its commitments in the New Money Facility at any time after the New Money Facility has been utilised in whole or in part to any bank, financial institution, fund, trust or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets or any other person with the prior written consent of the NewCo (in the absolute discretion of NewCo), provided that NewCo’s consent is not required if the transfer is made: (i) to a person on an agreed whitelist; or (ii) whilst a payment default is continuing. There will be an absolute prohibition on transfers to Competitors and investors or equity holders of more than 5% of the equity or total investment in a Competitor. Purported transfers in breach of transfer provisions are void.
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