Support of the Restructuring. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each of the Consenting Noteholders agrees that, by having executed and become party to this Agreement, it will instruct its counsel to take, or instruct its counsel to cause to be taken, all actions reasonably necessary to facilitate, encourage or otherwise support the Restructuring and the transactions contemplated by the Plan Term Sheet, and that it otherwise will not take, or cause to be taken, directly or indirectly, any action opposing, inconsistent with, or that would otherwise delay the consummation of the Restructuring or the transactions contemplated by the Plan Term Sheet. Without limiting the generality of the foregoing, and subject to the last paragraph of this Section 1.3(a), each Consenting Noteholder agrees that it will,
(i) not directly or indirectly seek, solicit, participate in, support or vote in favor of any other plan, termination of the Debtors’ exclusive right to file and solicit acceptances of a plan of reorganization, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtors that would reasonably be expected to prevent, delay or impede the restructuring of the Debtors as contemplated by the Plan Term Sheet, the Plan or any other document filed in connection with confirming the Plan that is not inconsistent with this Agreement or the Plan Term Sheet (collectively, an “Alternative Transaction”);
(ii) not directly or indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative Transaction, (ii) enter into a letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any Alternative Transaction or (iii) withhold, withdraw, qualify or modify its approval or recommendation of this Agreement, the Plan, the Plan Term Sheet, or the Restructuring;
(iii) [Intentionally Deleted]
(iv) not oppose the Debtors’ request for the entry of customary “first day” orders, so long as such “first day” orders are in form and substance reasonably acceptable to the Requisite Holding Noteholders and the Requisite Second Lien Noteholders (“the “First Day Orders”);
(v) support entry of an order approving the Disclosure Statement;
(vi) support confirmation of the Plan and entry by the Bankruptcy Court of the Confirmation Order;
(vii) support the release provisions contained in the Pla...
Support of the Restructuring. (a) The Company intends to effectuate the Restructuring consistent with the Term Sheet in all material respects, unless otherwise consented to in writing by the Company and the Requisite Consenting Noteholders.
(b) Subject to the terms and conditions hereof and except as the Company may expressly release the Consenting Noteholders in writing from any of the following obligations, for so long as this Agreement remains in effect, and no Termination Event has occurred (unless such Termination Event has been caused by a Consenting Noteholder in breach of its obligations hereunder), each Consenting Noteholder hereby agrees with respect to its Claims and any other claims or interests held or acquired by such Consenting Noteholder against, in, or with respect to the Company, its direct or indirect parent, subsidiaries or affiliates:
(i) will direct the administrative agent and the collateral agent under the Second Priority Credit Agreement (as defined in the Term Sheet) to enter into an intercreditor agreement (the “Senior Intercreditor Agreement”) with UBS AG, Stamford Branch as first priority administrative agent and first priority collateral agent (in such capacities, the “1st Lien Agent”) in the form attached as an exhibit to the Second Priority Credit Agreement attached to the Senior Notes offering memorandum;
(ii) on a timely basis, to negotiate in good faith and direct the administrative agent and the collateral agent under the Second Priority Credit Agreement to enter into an intercreditor agreement (the “Second Lien Intercreditor Agreement”) with the collateral agent under the indenture relating to the Existing Series B 2nd Lien Notes (as defined in the Term Sheet), in the form attached as an exhibit to the Second Priority Credit Agreement attached to the Senior Notes offering memorandum;
(iii) on a timely basis, to negotiate in good faith and enter or direct the applicable agent to enter the following agreements (collectively, and together with the Senior Intercreditor Agreement and the Second Lien Intercreditor Agreements, the “Senior Notes Restructuring Documents”): (1) an indenture governing each of the New Fixed Rate Senior Exchange Notes and New Floating Rate Senior Exchange Notes (each as defined in the Term Sheet) and (2) the backstop commitment letter with Credit Suisse AG, as the initial lender under the Second Priority Credit Agreement (the “Initial Lender”), and any other documents relating to the assignment of the loans under the Second Prio...
Support of the Restructuring. Subject to the provisions of Paragraph 6 below, the Consenting Noteholders shall consent to waivers and amendments to the Indentures, tender their Notes and approve any other action or document 76 necessary to implement the Restructuring. Subject to the provisions of Paragraph 6 below, the Company and each of the Consenting Noteholders shall not: (a) object to the Restructuring or otherwise commence any proceeding to oppose the Restructuring or any of the Restructuring Documents so long as the Company and the Consenting Noteholders have agreed on the form of the Restructuring and the Restructuring Documents contain terms and conditions consistent with those contained in this Agreement; (b) vote for, consent to, support or participate in the formulation of any other out-of-court restructuring, or a plan of reorganization or liquidation under applicable bankruptcy or insolvency laws, in respect of the Company; (c) directly or indirectly seek, solicit, support or encourage any other out-of-court restructuring, plan, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company (other than one agreed to in writing by the Company and the Consenting Noteholders) that is inconsistent with this Agreement; (d) take any other action, including but not limited to initiating any legal proceedings that is inconsistent with, or that would delay consummation of the Restructuring.
Support of the Restructuring. From and after the Effective Date until the earlier of the Consenting Creditors Consummation Date or the Termination Date, and except as otherwise set forth in this Agreement, each Consenting Creditor agrees: (a) to timely perform its commitments and other obligations under this Agreement; (b) to consent to the Restructuring; (c) to execute the applicable Restructuring Documents; (d) subject to satisfaction or waiver of all applicable Conditions Precedent, to vote all of its Consenting Debt in favor of the Restructuring in any meeting of the holders of the Notes under Article 45bis of the ABL and not to revoke or withdraw such vote; (e) not to directly or indirectly seek, solicit, support or encourage any other plan, sale, proposal or offer of debt restructuring, dissolution, winding up, liquidation, reorganization or merger of the Company or any of its subsidiaries that could reasonably be expected to prevent, delay or impede the successful restructuring of the Company as contemplated by this Agreement and/or the APE Agreement; (f) not to object to any action taken or documentation filed by the Company to obtain Court Approval of the Restructuring if such action taken or documentation filed is consistent in all material respects with the Restructuring Documents; (g) not to take any other action that materially and adversely affects the Restructuring or the Restructuring Documents (except for any action that a Debt Option Creditor may have under the New Debt Agreements issued prior to the Consenting Creditors Consummation Date); (h) not to contest or challenge this Agreement, the APE Agreement or the Court Approval (so long as such Court Approval is consistent in all material respects with the Restructuring Documents); and (i) file before any corresponding agency (Governmental or not) or regulator, any required documents reasonably necessary for the successful completion of the Restructuring.
