Common use of Support for the Chapter 11 Plan Clause in Contracts

Support for the Chapter 11 Plan. (a) Accuride agrees and covenants that (i) in connection with the commencement of the Chapter 11 Cases, it shall (A) use commercially reasonable efforts to file the Chapter 11 Plan prior to the applicable termination date set forth in Section 6(b), (B) use commercially reasonable efforts to seek approval of the Disclosure Statement by the Bankruptcy Court, (C) upon Bankruptcy Court approval of the Disclosure Statement, use commercially reasonable efforts to solicit acceptance of the Chapter 11 Plan, and (D) take all other commercially reasonably necessary actions to support and obtain confirmation of the Chapter 11 Plan, (ii) it shall use commercially reasonable efforts to obtain an order from the Bankruptcy Court granting adequate protection to the Lenders in the form of, among other things, replacement liens, superpriority claims, and continuing monthly and other payment by Accuride of the interest and fees in respect of the Senior Secured Obligations, and the fees and expenses of Xxxxxxxx Xxxxx and White & Case LLP, as the respective financial and legal advisors to the Administrative Agent, and such foreign counsel and local counsel as the Administrative Agent has retained or shall retain, and such other fees and expenses as set forth in the various Restructuring Support Documents, in each case, as provided in the draft interim order approving the DIP Financing (defined below) and use of cash collateral (substantially and in all material respects in the form attached hereto as Exhibit B, the “Interim DIP Order”), which has been approved by the Administrative Agent, GE Capital, Xxxxx Xxxxx and Fifth Third (together, the “Steering Committee”), and (iii) the terms of any financial restructuring or recapitalization of Accuride and/or any of its subsidiaries, as set forth in any document executed by Accuride in connection with the Restructuring, shall be consistent with the terms set forth in the Restructuring Support Documents; in each case (i), (ii), and (iii) so long as this Agreement has not been validly terminated in accordance with Sections 6 or 7 hereof. (b) Each of the Supporting Lenders agrees and covenants (severally and not jointly) that it shall (i) following receipt of the Disclosure Statement and other solicitation materials approved by the Bankruptcy Court, exercise all votes to which it is entitled with respect to its respective Senior Secured Obligations to accept the Chapter 11 Plan in the Chapter 11 Cases and, if any, each separately balloted release of the other Parties included in the Chapter 11 Plan (and will not withdraw or change such votes), (ii) not object to any first day motions to be filed by any of the Debtors in connection with the Chapter 11 Cases as set forth on Schedule I hereto (collectively, the “First Day Motions”), and (iii) consent to the use of cash collateral by the Debtors in the Bankruptcy Case in accordance with (x) the Interim DIP Order or (y) any final order approving the DIP Financing on terms and conditions reasonably satisfactory to DBTCA, as administrative agent under the DIP Financing (in such capacity, the “DIP Agent”), and the Steering Committee entered by the Bankruptcy Court (each as may be amended, supplemented, modified or replaced from time to time in accordance with the terms thereof, and collectively, the “DIP Financing Order”), and all applicable DIP Financing documentation, including the Senior Secured Superpriority Debtor-in-Possession ABL Credit Agreement (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “DIP Credit Agreement”) attached to the Interim Order as Exhibit A; in each case (i), (ii) and (iii) so long as this Agreement has not been validly terminated in accordance with Sections 6 or 7 hereof. Each of the Supporting Lenders acknowledges that the Disclosure Statement, the Chapter 11 Plan and any other documents contemplated thereby or related thereto (the “Definitive Documents”; each of the Parties acknowledges that the Restructuring Support Documents do not contain all terms and detail that would be contained in the Definitive Documents and that such additional terms and detail shall be subject to mutual agreement) may require amendment or supplement in the course of acceptance and implementation of the Chapter 11 Plan, and hereby agrees that any such amendment or supplement that has been approved in writing by the Requisite Independent Supporting Lenders (as defined below) shall not affect such Supporting Lender’s obligations hereunder, which obligations shall continue to apply in the same manner and to the same extent with respect to the Definitive Documents, as the same may have been so amended or supplemented. Notwithstanding anything to the contrary set forth herein, each Supporting Lender shall have the right to (x) object to or oppose any proposed Definitive Document, or amendments, modifications or supplements to any Definitive Document, that are inconsistent with the terms and conditions of the Restructuring Support Documents or the Restructuring, or with any other Definitive Document to which it is a party or beneficiary or to any agreement regarding financing of debt or equity to be provided to the Debtors or their affiliates which is inconsistent with the Restructuring Support Documents or (y) take any action from time to time to enforce its rights hereunder or thereunder.

Appears in 1 contract

Samples: Restructuring Support Agreement (Accuride Corp)

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Support for the Chapter 11 Plan. (a) Accuride Except as otherwise provided in the Agreement, THCR agrees and covenants that (i) in connection with the commencement of the Chapter 11 CasesCase, it shall (A) use commercially reasonable efforts to file and cause the other Debtors to file the Chapter 11 Plan prior to the applicable termination date set forth in Section 6(b5(a), (B) use commercially reasonable efforts to cause the Debtors to seek approval of the Disclosure Statement by the Bankruptcy Court, (C) upon Bankruptcy Court approval of the Disclosure Statement, use commercially reasonable efforts to solicit acceptance of to the Chapter 11 Plan, and (D) take all other commercially reasonably necessary actions to support and obtain confirmation of the Chapter 11 Plan, (ii) it shall use commercially reasonable efforts to obtain an order from the Bankruptcy Court granting adequate protection to the Lenders holders of the Notes in the form ofof (A) replacement liens on the current and future property of the issuers and guarantors of the TAC Notes and the TCH Notes to the same extent, among other things, replacement liens, superpriority claimsscope, and priority as existed before the commencement date of the Chapter 11 Case, and (B) continuing the monthly and other payment by Accuride THCR of the interest and fees in respect of the Senior Secured Obligations, and the fees and expenses of Xxxxxxxx Houlihan, Lokey, Xxxxxx & Xxxxx and White Xxxx, Gotshal & Case LLPXxxxxx, LLP (“Weil”), as the respective financial and legal advisors to the Administrative AgentTAC Noteholders, and such foreign counsel Xxxxxx Capital Partners and local counsel as the Administrative Agent has retained or shall retainMilbank, and such other fees and expenses as set forth in the various Restructuring Support DocumentsTweed, in each case, as provided in the draft interim order approving the DIP Financing Xxxxxx & XxXxxx LLP (defined below) and use of cash collateral (substantially and in all material respects in the form attached hereto as Exhibit B, the Interim DIP OrderMilbank”), which has been approved by as the Administrative Agentrespective financial and legal advisors to the TCH Noteholders; provided that such replacement liens shall be subordinate to any debtor-in-possession loan or facility (however defined) in the Bankruptcy Case; and provided further that the Debtors reserve all rights as to the ultimate application of any adequate protection payments under any such order, GE Capital, Xxxxx Xxxxx and Fifth Third (together, the “Steering Committee”), and (iii) the terms of any financial restructuring or recapitalization of Accuride THCR and/or any of its subsidiaries, as set forth in the Investment Agreement or any other document executed by Accuride THCR in connection with the Restructuring, shall be materially consistent with the terms set forth in the Restructuring Support Documents; Term Sheet, in each case (i), (ii), and (iii) so long as this Agreement has not been validly terminated in accordance with Sections 6 5, 6, or 7 hereof. (b) Each Except as otherwise provided in the Agreement, each of the Supporting Lenders Noteholders agrees and covenants (severally and not jointly) that it shall (i) following receipt of the Disclosure Statement and other solicitation materials approved by the Bankruptcy Court, exercise all votes to which it is entitled with respect to its respective Senior Secured Obligations the TAC Notes, the TCH Notes, or any other interest in any Debtor (including the common stock of THCR and partnership interests in Xxxxx Hotels & Casino Resorts Holdings, L.P.) to accept the Chapter 11 Plan in the Chapter 11 Cases Case and, if any, each separately balloted release of the other Parties included in the Chapter 11 Plan (and will not withdraw or change such votes), (ii) not object to any first day motions to be filed by any of the Debtors in connection with the Chapter 11 Cases Case as set forth on Schedule I hereto (collectively, the “First Day Motions”)hereto, and (iii) consent to the use of cash collateral by the Debtors in the Bankruptcy Case in accordance with (x) the Interim DIP Order or (y) any final order approving the DIP Financing on terms and conditions pursuant to a budget reasonably satisfactory to DBTCA, as administrative agent under the DIP Financing (in such capacity, the “DIP Agent”), and the Steering Committee entered by the Bankruptcy Court (each as may be amended, supplemented, modified or replaced from time to time in accordance with the terms thereof, and collectively, the “DIP Financing Order”), and all applicable DIP Financing documentation, including the Senior Secured Superpriority Debtor-in-Possession ABL Credit Agreement (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “DIP Credit Agreement”) attached acceptable to the Interim Order as Exhibit A; Required Noteholders, in each case (i), (ii) and (iii) so long as this Agreement has not been validly terminated in accordance with Sections 6 5, 6, or 7 hereof. Each . (c) Except as otherwise provided in the Agreement, DJT agrees and covenants that, solely in his capacity as a beneficial owner of debt and equity securities of THCR and its subsidiaries and not as an officer or director of any of the Supporting Lenders acknowledges that Debtors, (i) he shall (A) following receipt of solicitation materials approved by the Disclosure StatementBankruptcy Court, exercise all votes to which he is entitled with respect to the TAC Notes, the TCH Notes, or any other interest in any Debtor (including the common stock of THCR and partnership interests in Xxxxx Hotels & Casino Resorts Holdings, L.P.) to accept the Chapter 11 Plan and any other documents contemplated thereby or related thereto (the “Definitive Documents”; each of the Parties acknowledges that the Restructuring Support Documents do not contain all terms and detail that would be contained in the Definitive Documents and that such additional terms and detail shall be subject to mutual agreement) may require amendment or supplement in the course of acceptance and implementation of the Chapter 11 PlanCase and, if any, each separately balloted release of the other Parties included in the Chapter 11 Plan (and will not withdraw or change such votes), and hereby agrees that (B) not object to any such amendment first day motions to be filed by any of the Debtors in connection with the Chapter 11 Case as set forth on Schedule I hereto, and (ii) the terms of any financial restructuring or supplement that has been approved in writing by the Requisite Independent Supporting Lenders (recapitalization of THCR and/or any of its subsidiaries, as defined below) shall not affect such Supporting Lender’s obligations hereunder, which obligations shall continue to apply set forth in the same manner and to Investment Agreement or any other document executed by DJT in connection with the same extent with respect to the Definitive DocumentsRestructuring, as the same may have been so amended or supplemented. Notwithstanding anything to the contrary set forth herein, each Supporting Lender shall have the right to (x) object to or oppose any proposed Definitive Document, or amendments, modifications or supplements to any Definitive Document, that are inconsistent be materially consistent with the terms set forth in the Term Sheet, in each case (i) and conditions of the Restructuring Support Documents or the Restructuring(ii) so long as this Agreement has not been validly terminated in accordance with Sections 5, 6, or with any other Definitive Document to which it is a party or beneficiary or to any agreement regarding financing of debt or equity to be provided to the Debtors or their affiliates which is inconsistent with the Restructuring Support Documents or (y) take any action from time to time to enforce its rights hereunder or thereunder7 hereof.

Appears in 1 contract

Samples: Restructuring Support Agreement (Trump Atlantic City Funding Iii Inc)

Support for the Chapter 11 Plan. (a) Accuride Except as otherwise provided in the Agreement, THCR agrees and covenants that (i) in connection with the commencement of the Chapter 11 CasesCase, it shall (A) use commercially reasonable efforts to file and cause the other Debtors to file the Chapter 11 Plan prior to the applicable termination date set forth in Section 6(b5(b), (B) use commercially reasonable efforts to cause the Debtors to seek approval of the Disclosure Statement by the Bankruptcy Court, (C) upon Bankruptcy Court approval of the Disclosure Statement, use commercially reasonable efforts to solicit acceptance of to the Chapter 11 Plan, and (D) take all other commercially reasonably actions necessary actions to support and obtain confirmation of the Chapter 11 Plan, Plan and (ii) it shall use commercially reasonable efforts to obtain an order from the Bankruptcy Court granting adequate protection to the Lenders in the form of, among other things, replacement liens, superpriority claims, and continuing monthly and other payment by Accuride of the interest and fees in respect of the Senior Secured Obligations, and the fees and expenses of Xxxxxxxx Xxxxx and White & Case LLP, as the respective financial and legal advisors to the Administrative Agent, and such foreign counsel and local counsel as the Administrative Agent has retained or shall retain, and such other fees and expenses as set forth in the various Restructuring Support Documents, in each case, as provided in the draft interim order approving the DIP Financing (defined below) and use of cash collateral (substantially and in all material respects in the form attached hereto as Exhibit B, the “Interim DIP Order”), which has been approved by the Administrative Agent, GE Capital, Xxxxx Xxxxx and Fifth Third (together, the “Steering Committee”), and (iii) the terms of any financial restructuring or recapitalization of Accuride THCR and/or any of its subsidiaries, as set forth in any document executed by Accuride THCR in connection with the Restructuring, shall be materially consistent with the terms set forth in the Restructuring Support Documents; in each case (i), (ii), and (iii) so long as this Agreement has not been validly terminated in accordance with Sections 6 or 7 hereofTerm Sheet. (b) Each Except as otherwise provided in the Agreement, each of the Supporting Lenders Noteholders agrees and covenants (severally and not jointly) that it shall (i) following receipt of the Disclosure Statement and other solicitation materials approved by the Bankruptcy Court, exercise all votes to which it is entitled with respect to its respective Senior Secured Obligations the TAC Notes, the TCH Notes, or any other claims against or interest in any Debtor (including the common stock of THCR and partnership interests in Holdings) to accept the Chapter 11 Plan in the Chapter 11 Cases Case and, if any, each separately balloted release of the other Parties included in the Chapter 11 Plan (and will not withdraw or change such votes), (ii) not object to any first day motions to be filed by any of the Debtors in connection with the Chapter 11 Cases Case as set forth on Schedule I hereto (collectively, the “First Day Motions”)as long as such motions are reasonably acceptable to Weil and Milbank, and (iii) consent to the use of cash collateral by the Debtors in the Bankruptcy Case in accordance with (x) pursuant to a budget reasonably acceptable to the Interim DIP Order or (y) any final order approving the DIP Financing on terms Required Noteholders and conditions reasonably satisfactory to DBTCA, as administrative agent under the DIP Financing (in such capacity, the “DIP Agent”), and the Steering Committee entered by the Bankruptcy Court (each as may be amended, supplemented, modified or replaced from time to time in accordance with the terms thereofprovisions of the Adequate Protection Stipulation. (c) Except as otherwise provided in the Agreement, DJT agrees and collectivelycovenants that, solely in his capacity as a beneficial owner of debt and equity securities of THCR and its subsidiaries and not as an officer or director of any of the Debtors, (i) he shall (A) following receipt of solicitation materials approved by the Bankruptcy Court, exercise all votes to which he is entitled with respect to the TAC Notes, the “DIP Financing Order”)TCH Notes, and all applicable DIP Financing documentation, or any other interest in any Debtor (including the Senior Secured Superpriority Debtor-in-Possession ABL Credit Agreement (as amendedcommon stock of THCR and partnership interests in Xxxxx Hotels & Casino Resorts Holdings, restated, supplemented or otherwise modified in accordance with the terms thereof, the “DIP Credit Agreement”L.P.) attached to the Interim Order as Exhibit A; in each case (i), (ii) and (iii) so long as this Agreement has not been validly terminated in accordance with Sections 6 or 7 hereof. Each of the Supporting Lenders acknowledges that the Disclosure Statement, accept the Chapter 11 Plan and any other documents contemplated thereby or related thereto (the “Definitive Documents”; each of the Parties acknowledges that the Restructuring Support Documents do not contain all terms and detail that would be contained in the Definitive Documents and that such additional terms and detail shall be subject to mutual agreement) may require amendment or supplement in the course of acceptance and implementation of the Chapter 11 PlanCase and, if any, each separately balloted release of the other Parties included in the Chapter 11 Plan (and will not withdraw or change such votes), and hereby agrees that (B) not object to any first day motions to be filed by any of the Debtors in connection with the Chapter 11 Case as set forth on Schedule I hereto as long as such amendment motions are reasonably acceptable to Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel to DJT, and (ii) the terms of any financial restructuring or supplement that has been approved in writing by the Requisite Independent Supporting Lenders (as defined below) shall not affect such Supporting Lender’s obligations hereunder, which obligations shall continue to apply in the same manner and to the same extent with respect to the Definitive Documentsrecapitalization of THCR and/or any of its subsidiaries, as the same may have been so amended or supplemented. Notwithstanding anything to the contrary set forth hereinin any document executed by DJT in connection with the Restructuring, each Supporting Lender shall have the right to (x) object to or oppose any proposed Definitive Document, or amendments, modifications or supplements to any Definitive Document, that are inconsistent be materially consistent with the terms and conditions of set forth in the Restructuring Support Documents or the Restructuring, or with any other Definitive Document to which it is a party or beneficiary or to any agreement regarding financing of debt or equity to be provided to the Debtors or their affiliates which is inconsistent with the Restructuring Support Documents or (y) take any action from time to time to enforce its rights hereunder or thereunderTerm Sheet.

Appears in 1 contract

Samples: Restructuring Support Agreement (Trump Atlantic City Funding Iii Inc)

Support for the Chapter 11 Plan. (a) Accuride Except as otherwise provided in this Agreement, the Company agrees and covenants that (i) it shall perform its commitments and other obligations under the Restructuring Term Sheet and (ii) in connection with the commencement of the Chapter 11 CasesCase, it shall use its reasonable best efforts to (A) use commercially reasonable efforts launch the solicitation of votes to file accept or reject the Chapter 11 Plan required for confirmation of the Chapter 11 Plan (the “Solicitation”) prior to the applicable termination date set forth in Section 6(bof the filing of the Company’s chapter 11 petitions (the “Chapter 11 Commencement Date”); provided, however, that if the Majority Noteholders (Bas defined below) use commercially reasonable efforts to seek determine that the Company should pursue a pre-negotiated Chapter 11 Plan rather than a prepackaged Chapter 11 Plan, such Solicitation shall be performed by the Company during the Chapter 11 Case after approval of the Disclosure Statement by the Bankruptcy Court, (B) file the Chapter 11 Plan on the Chapter 11 Commencement Date, (C) upon Bankruptcy Court seek approval of the Disclosure StatementStatement and confirmation of the Chapter 11 Plan by the Bankruptcy Court as expeditiously as possible, use commercially reasonable efforts to solicit acceptance of (D) obtain any and all required regulatory and/or third-party approvals for the Restructuring, (E) not take any actions inconsistent with this Agreement, the Restructuring Term Sheet or the Chapter 11 Plan, and (DF) take all other commercially reasonably necessary actions to support the Chapter 11 Plan provided that nothing herein shall require the Company or its officers or directors to breach its, his or her fiduciary duties. (b) Except as otherwise provided in the Agreement, each of the Preferred Equity Holders agrees and obtain covenants that it shall (i) perform its commitments and other obligations under this Agreement and the Restructuring Term Sheet, (ii) not object to any motions to be filed by the Company in connection with the Chapter 11 Case, so long as such motions are not inconsistent with the treatment of the Preferred Equity Holders as set forth in the Restructuring Term Sheet, (iii) not object to the Disclosure Statement, the solicitation of votes to accept the Chapter 11 Plan or confirmation of the Chapter 11 Plan, (ii) it shall use commercially reasonable efforts to obtain an order from so long as the Bankruptcy Court granting adequate protection to Disclosure Statement and Plan are not inconsistent with the Lenders in the form of, among other things, replacement liens, superpriority claims, and continuing monthly and other payment by Accuride treatment of the interest and fees in respect of the Senior Secured Obligations, and the fees and expenses of Xxxxxxxx Xxxxx and White & Case LLP, as the respective financial and legal advisors to the Administrative Agent, and such foreign counsel and local counsel as the Administrative Agent has retained or shall retain, and such other fees and expenses Preferred Equity Holders as set forth in the various Restructuring Support DocumentsTerm Sheet, (iv) take or cause to be taken all reasonable actions necessary to ensure that the Company performs its commitments and other obligations under this Agreement and the Restructuring Term Sheet; (v) at every meeting of Preferred Equity Holders called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Preferred Equity Holders, if applicable, attend such meeting in each caseperson or by proxy and/or to vote in favor of, as provided in the draft interim order approving the DIP Financing (defined below) and use of cash collateral (substantially and in all material respects in the form attached hereto as Exhibit Bor consent to, the “Interim DIP Order”), which has been approved by the Administrative Agent, GE Capital, Xxxxx Xxxxx and Fifth Third (together, the “Steering Committee”), and (iii) the terms approval of any financial restructuring or recapitalization of Accuride and/or any of its subsidiaries, as set forth in any document executed by Accuride in connection with the Restructuring, shall be consistent with the terms set forth in the Restructuring Support Documents; in each case (i), (ii), and (iii) so long as this Agreement has not been validly terminated in accordance with Sections 6 or 7 hereof. (b) Each of the Supporting Lenders agrees and covenants (severally and not jointly) that it shall (ivi) following receipt of the Disclosure Statement and other solicitation materials approved by (the Bankruptcy Court“Solicitation Materials”), promptly and timely exercise all votes to which it is entitled with respect to its respective Senior Secured Obligations Preferred Equity to accept the Chapter 11 Plan in accordance with the Chapter 11 Cases and, if any, each separately balloted release of the other Parties included applicable procedures set forth in the Chapter 11 Plan Solicitation Materials (and will not withdraw or change such votes)) and, to the extent such election is available, shall not elect on its ballot to preserve any claims (in respect of the claims that each Preferred Equity Holder may own) that may be affected by any releases provided for under the Chapter 11 Plan, and (vii) take or cause to be taken all reasonable actions necessary to fully cooperate with the Company and the Noteholders in implementing the terms of the Restructuring, including, without limitation, obtaining approval of the Chapter 11 Plan as expeditiously as possible. (c) Except as otherwise provided in the Agreement, so long as the Chapter 11 Plan is consistent with the Restructuring Term Sheet, including, without limitation, the terms of treatment of the Noteholders and other classes of creditors, each of the Noteholders agrees and covenants that it shall (i) perform its commitments and other obligations under the Restructuring Term Sheet, (ii) not object to any first day motions to be filed by any of the Debtors Company in connection with the Chapter 11 Cases Case, so long as set forth on Schedule I hereto such motions are in form and substance substantially the same as the form approved by the Noteholders holding more than 50% of the aggregate principal amount of all Notes (collectively, the “First Day MotionsMajority Noteholders”), and (iii) consent not object to the use of cash collateral by the Debtors in the Bankruptcy Case in accordance with (x) the Interim DIP Order or (y) any final order approving the DIP Financing on terms and conditions reasonably satisfactory to DBTCA, as administrative agent under the DIP Financing (in such capacity, the “DIP Agent”), and the Steering Committee entered by the Bankruptcy Court (each as may be amended, supplemented, modified or replaced from time to time in accordance with the terms thereof, and collectively, the “DIP Financing Order”), and all applicable DIP Financing documentation, including the Senior Secured Superpriority Debtor-in-Possession ABL Credit Agreement (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “DIP Credit Agreement”) attached to the Interim Order as Exhibit A; in each case (i), (ii) and (iii) so long as this Agreement has not been validly terminated in accordance with Sections 6 or 7 hereof. Each of the Supporting Lenders acknowledges that the Disclosure Statement, the solicitation of votes to accept the Chapter 11 Plan and any other documents contemplated thereby or related thereto (the “Definitive Documents”; each of the Parties acknowledges that the Restructuring Support Documents do not contain all terms and detail that would be contained in the Definitive Documents and that such additional terms and detail shall be subject to mutual agreement) may require amendment or supplement in the course of acceptance and implementation confirmation of the Chapter 11 Plan, so long as the Disclosure Statement and hereby agrees that any such amendment or supplement that has been the Chapter 11 Plan are in form and substance substantially the same as the form approved in writing by the Requisite Independent Supporting Lenders Majority Noteholders, (as defined belowiv) shall not affect such Supporting Lender’s obligations hereunderfollowing receipt of Solicitation Materials, which obligations shall continue to apply in the same manner promptly and to the same extent with respect to the Definitive Documents, as the same may have been so amended or supplemented. Notwithstanding anything to the contrary set forth herein, each Supporting Lender shall have the right to (x) object to or oppose any proposed Definitive Document, or amendments, modifications or supplements to any Definitive Document, that are inconsistent with the terms and conditions of the Restructuring Support Documents or the Restructuring, or with any other Definitive Document timely exercise all votes to which it is a party entitled to accept the Chapter 11 Plan in accordance with the applicable procedures set forth in the Solicitation Materials (and will not withdraw or beneficiary change such votes) and, to the extent such election is available, shall not elect on its ballot to preserve any claims (in respect of the claims that each Noteholder may own) that may be affected by any releases provided for under the Chapter 11 Plan, and (v) take or to any agreement regarding financing of debt or equity cause to be provided taken all reasonable actions necessary to the Debtors or their affiliates which is inconsistent fully cooperate with the Company and the Preferred Equity Holders in implementing the terms of the Restructuring, including, without limitation, obtaining approval of the Chapter 11 Plan as expeditiously as possible. (d) Notwithstanding the foregoing, nothing in this Agreement shall be construed to prohibit any Party from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 11 Cases so long as such appearance and the positions advocated in connection therewith are consistent with this Agreement and the Restructuring Support Documents Term Sheet and are not for the purpose of, and could not reasonably be expected to have the effect of, hindering, delaying or (y) take any action from time to time to enforce its rights hereunder or thereunderpreventing the consummation of the Restructuring as set forth in the Restructuring Term Sheet.

Appears in 1 contract

Samples: Restructuring Support Agreement (Geokinetics Inc)

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Support for the Chapter 11 Plan. (a) Accuride agrees and covenants that (i) in connection with the commencement of the Chapter 11 CasesCase, it shall (A) use commercially reasonable efforts to file and cause the other Debtors to file the Chapter 11 Plan prior to the applicable termination date set forth in Section 6(b6(c), (B) use commercially reasonable efforts to cause the Debtors to seek approval of the Disclosure Statement by the Bankruptcy Court, (C) upon Bankruptcy Court approval of the Disclosure Statement, use commercially reasonable efforts to solicit acceptance of the Chapter 11 Plan, and (D) take all other commercially reasonably necessary actions to support and obtain confirmation of the Chapter 11 Plan, (ii) it shall use commercially reasonable efforts to obtain an order from the Bankruptcy Court granting adequate protection to authorizing the Lenders in the form of, among other things, replacement liens, superpriority claims, and continuing monthly and other payment by Accuride of the interest and fees in respect of the Senior Secured Obligations, and the fees and expenses of Xxxxxxxx Xxxxx and White & Case LLPRothschild, Inc., as financial advisors to the respective financial Noteholders and of Milbank, Tweed, Xxxxxx & XxXxxx LLP and local Wilmington, Delaware counsel, as legal advisors to the Administrative Agent, and such foreign counsel and local counsel as the Administrative Agent has retained or shall retain, and such other fees and expenses as set forth in the various Restructuring Support Documents, in each case, as provided in the draft interim order approving the DIP Financing (defined below) and use of cash collateral (substantially and in all material respects in the form attached hereto as Exhibit B, the “Interim DIP Order”), which has been approved by the Administrative Agent, GE Capital, Xxxxx Xxxxx and Fifth Third (together, the “Steering Committee”), Noteholders; and (iii) the terms of any financial restructuring or recapitalization of Accuride and/or any of its subsidiaries, as set forth in any document executed by Accuride in connection with the Restructuring, shall be materially consistent with the terms set forth in the Restructuring Support Documents; , in each case (i), (ii), and (iii) so long as this Agreement has not been validly terminated in accordance with Sections 6 or 7 hereof. (b) Each of the Supporting Lenders agrees and covenants Noteholders (severally and not jointly) agrees and covenants that it shall (i) following receipt of the Disclosure Statement and other solicitation materials approved by the Bankruptcy Court, exercise all votes to which it is entitled with respect to the principal amount of Notes indicated underneath its respective Senior Secured Obligations signature hereto to accept the Chapter 11 Plan in the Chapter 11 Cases Case and, if any, each separately balloted release of the other Parties included in the Chapter 11 Plan (and will not withdraw or change such votes), (ii) not object to any first day motions to be filed by any of the Debtors in connection with the Chapter 11 Cases Case as set forth on Schedule I hereto (collectively, the “First Day Motions”), and (iii) consent to the use of cash collateral by the Debtors in the Bankruptcy Chapter 11 Case pursuant to a budget (the “DIP Budget”) and otherwise in accordance with (x) the Interim DIP Order or (yas defined below) any final order approving the DIP Financing on terms and conditions reasonably satisfactory to DBTCA, as administrative agent under the DIP Financing (in such capacity, the “DIP Agent”), and the Steering Committee entered by the Bankruptcy Court (each as may be amended, supplemented, modified or replaced from time to time in accordance with the terms thereof, and collectively, the “DIP Financing Order”), and all applicable DIP Financing documentation, including the Senior Secured Superpriority Debtor-in-Possession ABL Credit Agreement (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “DIP Credit Agreement”) attached acceptable to the Interim Order as Exhibit A; Required Noteholders, in each case (i), (ii) and (iii) so long as this Agreement has not been validly terminated in accordance with Sections 6 or 7 hereof. Each of the Supporting Lenders Noteholders acknowledges that the Disclosure Statement, the Chapter 11 Plan and any other documents contemplated thereby or related thereto (the “Definitive Documents”; each of the Parties acknowledges that the Restructuring Support Documents do not contain all terms and detail that would be contained in the Definitive Documents and that such additional terms and detail shall be subject to mutual agreement) may require amendment or supplement in the course of acceptance and implementation of the Chapter 11 Plan, and hereby agrees that any such amendment or supplement that has been approved in writing by the Requisite Independent Supporting Lenders (as defined below) Required Noteholders, shall not affect such Supporting LenderNoteholder’s obligations hereunder, which obligations shall continue to apply in the same manner and to the same extent with respect to the Definitive Documents, as the same may have been so amended or supplemented. Notwithstanding anything to the contrary set forth herein, ; provided that each Supporting Lender Noteholder shall have the right to (x) object to or oppose any proposed Definitive Document, or amendments, modifications or supplements to any Definitive Document, that are inconsistent with the terms and conditions of the Restructuring Support Documents Documents, this Agreement or the Restructuring, or with any other Definitive Document to which it is a party or beneficiary or to any agreement regarding financing of debt or equity to be provided to the Debtors or their affiliates which is inconsistent with the Restructuring Support Documents or this Agreement or (y) take any action from time to time to enforce its rights hereunder or thereunder.

Appears in 1 contract

Samples: Restructuring Support Agreement (Accuride Corp)

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