Proposed Restructuring. (a) The Parties have agreed to implement a restructuring transaction for the Company, in accordance with and subject to the terms and conditions set forth in this Agreement (the “Restructuring”), which Restructuring requires pursuing consummation of a “pre- negotiated” chapter 11 plan of reorganization in the form attached as Exhibit B hereto (together with any exhibits, schedules, attachments or appendices thereto, in each case as may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “Plan”)1. In order to effectuate the Restructuring, the Company shall commence, in accordance with the terms of this Agreement, voluntary “pre-negotiated” cases (the “Chapter 11 Cases” and the date on which such Chapter 11 Cases are commenced, the “Petition Date”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The documents related to or otherwise utilized to implement or effectuate the Restructuring (collectively, the “Restructuring Documents”) shall include, among others:
Proposed Restructuring. The Company will restructure its debt and equity interests pursuant to the Plan as described below. Unless otherwise indicated, all transactions will take place on the date the Plan becomes effective (the “Effective Date”).
Proposed Restructuring. The principal terms of the Restructuring are set forth on the term sheet and its annexes attached hereto as Exhibit 1 (which term sheet is expressly incorporated by reference herein and made a part of this Agreement as if fully set forth herein (as such term sheet may be modified in accordance with Section 9 hereof, the “Restructuring Term Sheet”)). Such Restructuring will be implemented pursuant to various agreements and related documentation, including: (a) the Plan, which Plan shall contain the terms and conditions set forth in, and be consistent in all respects with, the Restructuring Term Sheet, and shall be consistent in all respects with this Agreement; and (b) the following related documents required to implement the Restructuring that have been executed, filed with the Bankruptcy Court, become effective, or otherwise been finalized (the “Plan Related Documents”), which shall be limited to (i) a disclosure statement (the “Disclosure Statement”), (ii) the materials related to the solicitation of votes for the Restructuring pursuant to the Bankruptcy Code (the “Solicitation”), (iii) definitive documentation for the DIP Facility and Exit Facility and all agreements and documentation related or ancillary thereto, which definitive documentation shall be consistent with the terms and conditions set forth in Exhibit A and Exhibit B to the Restructuring Term Sheet, respectively, (iv) all other exhibits attached to the Restructuring Term Sheet, (v) the order entered by the Bankruptcy Court confirming the Plan, including all exhibits, appendices and related documents (the “Confirmation Order”), (vi) any material appendices, amendments, modifications, supplements, exhibits and schedules relating to the Plan or the Disclosure Statement, including the plan supplement, (vii) any motion and proposed interim and final orders (the “DIP Orders”) relating to debtor-in-possession financing and/or use of cash collateral and (viii) any documents relating to corporate governance of the Reorganized Company, including a shareholder agreement consistent with the terms and conditions agreed upon between the Steering Committee and the Company before the Solicitation Date (as defined below) (the “Shareholder Agreement”); provided, however, that for the avoidance of doubt, the Plan Related Documents shall not include any “first day” motions, pleadings, objections, applications, or other documents that do not have an adverse effect on the Requisite Consenting Lenders or the Admi...
Proposed Restructuring. The proforma financial effects of the Proposed Restructuring on the Group based on the unaudited consolidated financial statements of the Company and its subsidiaries (“Group”) for the 6-months ended 30 September 2011 were set out in the 11 March Announcement. The Amended and Restated Agreement is not expected to have any material impact on the proforma financial effects which were previously announced.
Proposed Restructuring. The principal terms of the proposed restructuring are set forth on the term sheet annexed hereto as Exhibit A (which term sheet is expressly incorporated by reference herein and made binding on the Parties as a part of this Agreement as if fully set forth herein (as such term sheet may be modified in accordance with Section 14 hereof, the “Restructuring Term Sheet”)). The restructuring of the Notes Claims (as defined below) incorporating the terms and conditions set forth herein and in the Restructuring Term Sheet and containing no other provisions adverse to the Consenting Noteholders except as the Company and the Required Consenting Noteholders (as defined below) may expressly consent to in writing is referred to herein as the “Restructuring”. The Restructuring shall be implemented on a consensual basis, either out-of-court or through the Chapter 11 Case, and will provide for, among other things, treatment of the claims under the Notes Indenture and all related claims, rights and causes of action arising out of or in connection with the Notes and/or Notes Indenture (collectively, the “Note Claims”) as specified in the Restructuring Term Sheet.
Proposed Restructuring. The Proposed Restructuring shall satisfy each of the following conditions:
Proposed Restructuring. (a) The Company and the Supporting Parties have agreed to implement the Restructuring Transaction for the Company in accordance with, and subject to the terms and conditions set forth in the Operative Documents. The Restructuring Transaction requires pursuing an out-of-court restructuring and recapitalization transaction on the terms and conditions set forth in the Operative Documents and the Restructuring Documents.
Proposed Restructuring. (a) The principal terms of the Restructuring are set forth in the term sheet and its annexes in the form attached hereto as Exhibit A (which term sheet is expressly incorporated by reference herein and made a part of this Agreement as if fully set forth herein, the “Restructuring Term Sheet”).
Proposed Restructuring. (a) In order to effectuate the Chapter 11 Cases, the Company Parties shall solicit (i) the Term Lenders prior to the Petition Date (as defined in Section 3.1(e)(ii)(A)) for their approval of the Plan and (ii) the TRA Claimants (as defined in the Restructuring Term Sheet) and the Existing Partnership Equityholders (as defined in the Restructuring Term Sheet) for their approval of the Plan and their election of the form of Partnership Consideration (as defined in the Restructuring Term Sheet).
