Common use of Restructuring Documentation Clause in Contracts

Restructuring Documentation. 3.01 The Restructuring Documents and agreements governing the Restructuring Transactions shall consist of the following: (a) in each case consistent with the Term Sheet: (i) amended and restated Credit Agreements; (ii) amended or amended and restated Bradesco Working Capital Credit Agreements and amended or amended and restated Bradesco LC Reimbursement Agreements; (iii) new indenture with respect to the 2019 Notes; (iv) new indenture with respect to the New 2024 Notes; (v) the Backstop Agreement; (vi) the New Bradesco Facility Agreement; (vii) new, amended or amended and restated guarantees and security documents, and all other related documents and agreements (including any intercreditor agreements, holding company formation documentation, etc.) with respect to the foregoing documents and agreements; (viii) all certificates, filings, and other deliverables required to satisfy the conditions precedent to the effectiveness of the foregoing documents and agreements; (ix) any organizational documents of the Reorganized Company Parties; (x) documentation reflecting the Shareholder Contribution, including the Shareholder Contribution Agreements; (xi) this Agreement; (xii) the Plan; and (xiii) the Cash Collateral Agreements; (b) the Confirmation Order; (c) any other document, deed, agreement, filing, notification, letter or instrument necessary or desirable (in the reasonable opinion of the proponent of the Brazilian RJ Proceeding) entered into by a Filing Entity or Consenting Stakeholder in connection with the relevant Brazilian RJ Proceeding; (d) the orders recognizing and enforcing the provisions of the Confirmation Order in the Ancillary Proceedings and/or obtaining any ancillary relief in the Ancillary Proceedings necessary or appropriate to consummate the Plan (the “Recognition Orders”); (e) any other document, deed, agreement, filing, notification, letter or instrument necessary or desirable (in the reasonable opinion of the proponent of the relevant Ancillary Proceeding) entered into by a Filing Entity or Consenting Stakeholder in connection with the relevant Ancillary Proceeding; and (f) any and all other documents or agreements agreed by the Filing Entities and the Consenting Stakeholders (determined as of the date of any such document or agreement) to be necessary to implement the Restructuring Transactions. 3.02 The Restructuring Documents remain subject to negotiation and completion. Upon completion, the Restructuring Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Term Sheet, as it may be modified, amended, or supplemented in accordance with Section 12. Further, the Restructuring Documents and any amendments, restatements or other modifications thereto shall be in form and substance reasonably acceptable to the Filing Entities, the Shareholders and each of the Consenting Stakeholders, provided that the Plan initially filed with the Brazilian RJ Court shall be substantially consistent with the draft Plan provided to the Filing Entities, the Shareholders, and each of the Consenting Stakeholders on February 21, 2019 at or around 3:10 p.m. (NY time). For the avoidance of doubt, any new and amended and restated agreements referenced among the above-listed Restructuring Documents shall novate and replace the terms and conditions of the corresponding existing agreements in accordance with their terms; provided that the Shareholders and each of the Consenting Stakeholders shall be provided notice and a reasonable opportunity to review any such documents prior to any filing with the RJ Court.1

Restructuring Documentation. 3.01 The Restructuring Documents and agreements governing the Restructuring Transactions shall consist of the following: (a) in each case consistent with the Term Sheet: (i) amended and restated Credit Agreements; (ii) amended or amended and restated Bradesco Working Capital Credit Agreements and amended or amended and restated Bradesco LC Reimbursement Agreements; (iii) new indenture with respect to the 2019 Notes; (iv) new indenture with respect to the New 2024 Notes; (v) the Backstop Bradesco Letter of Credit Agreement; (vi) the New Bradesco Facility Agreement; (vii) new, amended or amended and restated guarantees and security documents, and all other related documents and agreements (including any intercreditor agreements, holding company formation documentation, etc.) ), with respect to the foregoing documents and agreements; (viiivii) all certificates, filings, and other deliverables required to satisfy the conditions precedent to the effectiveness of the foregoing documents and agreements; (ixviii) any organizational documents of the Reorganized Company Parties; (xix) documentation reflecting the Shareholder Contribution, including the Shareholder Contribution Agreements; (xix) this Agreement; (xiixi) the Plan; and (xiiixii) the Cash Collateral Agreements; (b) the Confirmation Order; (c) any other document, deed, agreement, filing, notification, letter or instrument necessary or desirable (in the reasonable opinion of the proponent of the Brazilian RJ Proceeding) entered into by a Filing Entity or Consenting Stakeholder in connection with the relevant Brazilian RJ Proceeding; (d) the orders recognizing and enforcing the provisions of the Confirmation Order in the Ancillary Proceedings and/or obtaining any ancillary relief in the Ancillary Proceedings necessary or appropriate to consummate the Plan (the “Recognition Orders”);; PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT (e) any other document, deed, agreement, filing, notification, letter or instrument necessary or desirable (in the reasonable opinion of the proponent of the relevant Ancillary Proceeding) entered into by a Filing Entity or Consenting Stakeholder in connection with the relevant Ancillary Proceeding; and (f) any and all other documents or agreements agreed by the Filing Entities and the Consenting Stakeholders (determined as of the date of any such document or agreement) to be necessary to implement the Restructuring Transactions. 3.02 The Restructuring Documents remain subject to negotiation and completion. Upon completion, the Restructuring Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Term Sheet, as it may be modified, amended, or supplemented in accordance with Section 12. Further, the Restructuring Documents and any amendments, restatements or other modifications thereto shall be in form and substance reasonably acceptable to the Filing Entities, the Shareholders and each of the Consenting Stakeholders, provided that the Plan initially filed with the Brazilian RJ Court shall be substantially consistent with the draft Plan provided to the Filing Entities, the Shareholders, and each of the Consenting Stakeholders on February 21, 2019 at or around 3:10 p.m. (NY time). For the avoidance of doubt, any new and amended and restated agreements referenced among the above-listed Restructuring Documents shall novate and replace the terms and conditions of the corresponding existing agreements in accordance with their terms; provided that the Shareholders and each of the Consenting Stakeholders shall be provided notice and a reasonable opportunity to review any such documents prior to any filing with the RJ Court.1.

Restructuring Documentation. 3.01 The Restructuring Documents and agreements governing the Restructuring Transactions shall consist of the following: (a) in the RJ Plan Term Sheet; (b) each case other Restructuring Document (to be consistent with the Restructuring Term SheetSheets) listed herein: (i) amended and restated Credit Agreements; (ii) amended or amended and restated Bradesco Working Capital Credit Agreements and amended or amended and restated Bradesco LC Reimbursement Agreements;; Indenture;‌ (iii) new indenture with respect to the 2019 NotesUnsecured Notes Indenture; (iv) new indenture with respect to the New 2024 Participating Notes Indentures and the Non-Participating Notes (v) the Intercreditor Agreement; (vvi) the Backstop Agreement; (vivii) the New Bradesco Facility Agreement; (viiviii) new, amended or amended and restated guarantees and security documents, and all other related documents and agreements (including any intercreditor agreements, holding company formation documentation, etc.) with respect to the foregoing documents and agreements; (viiiix) all certificates, filings, and other deliverables required to satisfy the conditions precedent to the effectiveness of the foregoing documents and agreements; (ixx) any organizational documents of the Reorganized Company Parties; (xxi) documentation reflecting the Shareholder Contribution, including the Shareholder Contribution Agreements; (xixii) this Agreementthe RJ Plan; (xiixiii) the Plan; andOlinda Term Sheet; (xiiixiv) the Business Plan; (xv) the Cash Collateral Agreements; (bxvi) the Confirmation OrderNoteholder Letter Agreement; (xvii) FPSO Sale Term Sheet; and (xviii) the FPSO Sale Agreement and the other FPSO Sale Documents. (c) any other document, deed, agreement, filing, notification, letter or instrument necessary or desirable (in the reasonable opinion of the proponent of the Brazilian RJ Proceeding, in each case, with the consent, not to be unreasonably withheld, delayed or conditioned, of the Consenting Stakeholders) entered into by a Filing Entity Entity, Olinda or Consenting Stakeholder Stakeholder, as applicable, in connection with the relevant Brazilian RJ Proceeding; (d) the orders order recognizing and enforcing the provisions of the Confirmation Order in the Ancillary Proceedings and/or obtaining any ancillary relief in the Ancillary Proceedings necessary or appropriate to consummate the RJ Plan (the “Recognition Orders”);Order”);‌ (e) any other document, deed, agreement, filing, notification, letter or instrument necessary or desirable (in the reasonable opinion of the proponent of the relevant Ancillary Proceeding, with the consent, not to be unreasonably withheld, delayed or conditioned, of the Consenting Stakeholders) entered into by a Filing Entity or Consenting Stakeholder in connection with the relevant Ancillary Proceeding for the Brazilian RJ Proceeding; and (f) any and all other documents or agreements agreed by the Filing Entities and the Consenting Stakeholders (determined as of the date of any such document or agreement) to be necessary to implement the Restructuring Transactions. 3.02 The As of the Agreement Effective Date, the Restructuring Documents remain subject to negotiation and completion. Upon completion, the All Restructuring Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions (including any amendments, restatements or other modifications to all such documents) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Term Sheet, as it may be modified, amended, or supplemented in accordance with Section 12. Further, the Restructuring Documents and any amendments, restatements or other modifications thereto shall be in form and substance reasonably acceptable to the Filing Entities, the Shareholders and each of the Consenting StakeholdersStakeholders.3 To the extent practicable, provided that the Plan initially filed with the Brazilian RJ Court shall be substantially consistent with the draft Plan provided to the Filing Entities, the Shareholders, and each of the Consenting Stakeholders on February 21, 2019 at or around 3:10 p.m. (NY time). For the avoidance of doubt, any new and amended and restated agreements referenced among the above-listed Restructuring Documents shall novate and replace the terms and conditions of the corresponding existing agreements in accordance with their terms; provided that the Shareholders and each of the Consenting Stakeholders shall be provided notice and a reasonable opportunity to review and comment upon any such motion, pleading, or documents prior to any filing with the Brazilian RJ Court.1Court. Any amendments, restatements or other modifications to the Restructuring Documents and any document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions must be satisfactory to the Required Consenting 2024 Noteholders, Bradesco (to the extent it impacts Bradesco’s economic deal or related protections, including but not limited to the benefit of liens, lien priority, dilution of collateral, distribution of proceeds), the Shareholders (to the extent it impacts the Shareholders’ economic deal or related protections), and Required Consenting Lenders, as applicable.‌ 3 As of the Agreement Effective Date, each of the Participating Notes Indentures and the Backstop Agreement are in form substantially agreed among the Consenting 2024 Noteholders, the Company and all Consenting Stakeholders (other than the Consenting Lenders and Bradesco), and remain subject to review and approval by the Consenting Lenders and Bradesco only.