Exhibit 10.49
Execution Version
THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE SUPPORT EFFECTIVE DATE ON THE TERMS DESCRIBED IN THIS AGREEMENT, DEEMED BINDING ON ANY OF THE PARTIES TO THIS AGREEMENT.
RESTRUCTURING SUPPORT AGREEMENT
This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”), dated as of April 1, 2024, is entered into by and between:
Each Company Party, each Consenting Creditor, and any subsequent Person that becomes a party hereto in accordance with the terms hereof are referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Restructuring Term Sheet (as defined below).
RECITALS
WHEREAS, the Company has outstanding obligations under that certain Indenture, dated as of December 23, 2019 (as amended, supplemented or otherwise modified from time to time, “Indenture” and, the 6.00% Convertible Senior Secured Notes issued thereunder, the “Convertible Notes” and, each holders thereof, a “Convertible Noteholder” and, collectively, the “Convertible Noteholders”);
WHEREAS, as of the date hereof, the Consenting Convertible Noteholders collectively hold approximately 90% aggregate principal amount outstanding of the Convertible Notes issued pursuant to the Indenture;
WHEREAS, the Parties have agreed to the Restructuring Transactions (as defined herein) consistent with the terms and subject to the conditions set forth in this Agreement and consistent with the Restructuring Term Sheet attached hereto as Exhibit A (together with all schedules, exhibits, and annexes attached thereto, and as may be modified in accordance with Section 9 hereof, the “Restructuring Term Sheet”), which are the product of arms’ length, good faith discussions between the Parties and their respective professionals;
WHEREAS, the Company will implement the Restructuring Transactions in connection with pre-arranged cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as
amended from time to time, the “Bankruptcy Code”), in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);
WHEREAS, the DIP Lenders have agreed to commit to provide the DIP Facility (as defined below) (such commitment, in each case, a “DIP Commitment”), and the Company and the Consenting Convertible Noteholders have reached an agreement for the consensual use of Cash Collateral (as defined in section 363(a) of the Bankruptcy Code), in accordance with and subject to the terms and conditions set forth in the DIP Orders (as defined below) and the DIP Credit Agreement (as defined below); and
WHEREAS, the Parties desire to express to each other their mutual support and commitment in respect of the matters discussed in this Agreement and in the Restructuring Term Sheet.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
“Acorda” has the meaning assigned to such term in the preliminary statement of this Agreement.
“Ad Hoc Group” means, collectively, the Consenting Convertible Noteholders represented by King & Spalding LLP.
“Ad Hoc Group Advisors” means King & Spalding LLP, Perella Weinberg Partners LP and any other advisor retained by the Ad Hoc Group from time to time.
“Agreement” has the meaning assigned to such term in the preliminary statement hereto.
“Alternative Transaction” means any plan, dissolution, winding up, liquidation, sale or disposition, reorganization, merger or restructuring of the Company Parties or their assets other than the Restructuring Transactions.
“B&M” has the meaning set forth in Section 3(b)(i).
“Bankruptcy Code” has the meaning assigned to such term in the recitals of this Agreement.
“Bankruptcy Court” has the meaning assigned to such term in the recitals of this Agreement.
“Beneficial Ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, any Claims subject to this Agreement or the right to acquire such Claims.
“Bidding Procedures” means the procedures governing the auction and Sale Process, as approved by the Bankruptcy Court.
“Bidding Procedures Motion” means a motion filed by the Company Parties with the Bankruptcy Court for entry of the Bidding Procedures Order.
“Bidding Procedures Order” means an order (i) approving the Bidding Procedures, (ii) setting dates for the submission of bids and the auction (if any) in accordance with the Bidding Procedures, and (iii) granting related relief.
“Chapter 11 Cases” has the meaning assigned to such term in the recitals of this Agreement.
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“Claim” has the meaning set forth in the Bankruptcy Code.
“Collateral Agent” means Wilmington Trust, National Association, in its capacity as collateral agent under the Indenture, and its successors and assigns.
“Company Party” has the meaning assigned to such term in the preliminary statement of this Agreement.
“Company Termination Event” has the meaning set forth in Section 5(b).
“Confidentiality Agreements” means, each of the following agreements: (i) the Confidentiality Agreement, dated as of November 30, 2023, by and among, Acorda, and Canyon Capital Advisors LLC, on behalf of its participating funds and accounts, (ii) the Confidentiality Agreement, dated as of November 30, 2023, by and among, Acorda and Davidson Kempner Capital Management LP, (iii) the Confidentiality Agreement, dated as of December 1, 2023, by and among, Acorda and D. E. Shaw Valence Portfolios, L.L.C., (iv) the Confidentiality Agreement, dated as of December 1, 2023, by and among, Acorda and Highbridge Capital Management, LLC, (v) the Confidentiality Agreement, dated as of November 29, 2023, by and among, Acorda and Soros Fund Management LLC, and (vi) the Confidentiality Agreement, dated as of November 30, 2023, by and among, Acorda and NINETEEN77 Global Multi-Strategy Alpha Master Limited.
“Confirmation Order” means an order of the Bankruptcy Court confirming the Plan.
“Consenting Convertible Noteholder” has the meaning assigned to such term in the preliminary statement of this Agreement.
“Consenting Creditors” has the meaning assigned to such term in the preliminary statement of this Agreement.
“Convertible Noteholders” has the meaning assigned to such term in the recitals of this Agreement.
“Convertible Notes” has the meaning assigned to such term in the recitals of this Agreement.
“Creditor Termination Event” has the meaning set forth in Section 5(b).
“Definitive Documents” means the documents (including any related orders, agreements, instruments, schedules or exhibits) that are contemplated by the Restructuring Term Sheet and that are otherwise necessary or desirable to implement, or otherwise relate to the Restructuring Transactions, including, without limitation: (i) the Sale Documents; (ii) the Plan; (iii) each of the documents comprising the Plan Supplement; (iv) the Disclosure Statement; (v) the Disclosure Statement Motion; (vi) the Disclosure Statement Order; (vii) the Confirmation Order; (viii) the motion seeking approval by the Bankruptcy Court of the DIP Facility and the DIP Orders (including any declarations or affidavits submitted in support thereof) (the “DIP Motion”); (ix) the interim and final orders of the Bankruptcy Court approving the DIP Motion and authorizing the use of cash collateral (the “Interim DIP Order” and the “Final DIP Order,” respectively and together the “DIP Orders”)), (x) the DIP Credit Agreement and (xi) any other material, agreements, motions (including “first day” motions), pleadings, briefs, applications (other than applications to retain or compensate the Company Parties’ advisors), orders and other filings made by the Company Parties with the Bankruptcy Court. Each of the Definitive Documents shall contain terms and conditions consistent in all material respects with this Agreement and the Restructuring Term Sheet, and shall otherwise be reasonably acceptable to the Requisite Consenting Creditors, including with respect to any modifications, amendments, deletions, or supplements to such Definitive Documents at any time during the RSA Support Period; provided, notwithstanding anything to the contrary herein, the DIP Orders and the DIP Credit Agreement shall be acceptable (including any modifications, amendments, deletions, or supplements thereof) in all respects to the Requisite Consenting Creditors in their sole discretion.
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“DIP Commitment” has the meaning assigned to such term in the recitals of this Agreement.
“DIP Credit Agreement” means the credit agreement evidencing the DIP Facility, substantially in the form attached to this Agreement as Exhibit C and as otherwise acceptable to the Company and the DIP Lenders.
“DIP Facility” means the debtor-in-possession financing facility to be provided to the Company Parties in accordance with the terms, and subject in all respects to the terms and conditions, as set forth in the DIP Credit Agreement and the DIP Orders.
“DIP Lender” has the meaning assigned to such term in the preliminary statement of this Agreement.
“DIP Motion” has the meaning assigned to such term in the definition of “Definition Documents”.
“DIP Orders” means, collectively, the Interim DIP Order and the Final DIP Order.
“Disclosure Statement” means the disclosure statement in respect of the Plan, including all exhibits and schedules thereto, as approved or ratified by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.
“Disclosure Statement Motion” means the motion seeking approval of the Disclosure Statement and entry of the Disclosure Statement Order.
“Disclosure Statement Order” means an order of the Bankruptcy Court approving the Disclosure Statement, the Plan Solicitation Materials, and the procedures for solicitation of the Plan.
“Final DIP Order” has the meaning assigned to such term in the definition of “Definition Documents”.
“Indenture” has the meaning assigned to such term in the recitals of this Agreement.
“Interim DIP Order” has the meaning assigned to such term in the definition of “Definition Documents”.
“Joinder Agreement” has the meaning set forth in Section 3(b)(i).
“K&S” has the meaning set forth in Section 3(b)(i).
“Non-Consenting Creditor” has the meaning set forth in Section 9(b).
“Party” has the meaning assigned to such term in the preliminary statement of this Agreement.
“Permitted Transfer” has the meaning set forth in Section 3(b)(i).
“Permitted Transferee” has the meaning set forth in Section 3(b)(i).
“Person” means any “person” as defined in section 101(41) of the Bankruptcy Code, including, without limitation, any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or other entity.
“Petition Date” has the meaning set forth in Section 2(b).
“Plan” means a chapter 11 plan implementing the Restructuring Transactions.
“Plan Effective Date” means the date upon which all conditions precedent to the effectiveness of the Plan have been satisfied or waived in accordance with the terms thereof, as the case may be, and the Plan is substantially consummated.
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“Plan Solicitation Materials” means the ballots and other related materials to be distributed in connection with the solicitation of votes on the Plan.
“Plan Supplement” means a supplemental appendix to the Plan containing, among other things, forms or term sheets of applicable documents, schedules, and exhibits to the Plan to be filed with the Court.
“Qualified Marketmaker” means an entity that (a) holds itself out to the public, the syndicated loan market, or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against, or equity interests in, the Company Parties, or enter with customers into long and short positions in claims against the Company Parties, in its capacity as a dealer or market maker in such claims and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including term, loans, or debt or equity securities).
“Qualified Marketmaker Joinder Date” has the meaning set forth in Section 3(b)(i).
“Requisite Consenting Creditors” means, as of the date of determination, Consenting Creditors holding at least a majority in aggregate principal amount outstanding of the Convertible Notes held by all Consenting Creditors as of such date.
“Restructuring Expenses” means all reasonable and documented fees, costs and out-of-pocket expenses of the Ad Hoc Group Advisors, in each case, in connection with the negotiation, formulation, preparation, execution, delivery, implementation, consummation and/or enforcement of this Agreement and/or any of the other Definitive Documents, and/or the transactions contemplated hereby or thereby, and/or any amendments, waivers, consents, supplements or other modifications to any of the foregoing and the Chapter 11 Cases, in each case, if applicable, pursuant to any engagement letters or fee reimbursement letters entered into between the applicable Company Parties, on the one hand, and each Ad Hoc Group Advisor, on the other hand.
“Restructuring Term Sheet” has the meaning assigned to such term in the recitals of this Agreement.
“Restructuring Transactions” means all acts, events, and transactions contemplated by, required for, and taken to implement the restructuring of the Company Parties in accordance with this Agreement and the Restructuring Term Sheet, including the Plan and the Sale Transactions.
“RSA Support Period” means the period commencing on the Support Effective Date and ending on the earlier of (i) the date on which this Agreement is terminated in accordance with Section 5 and (ii) the Plan Effective Date.
“Sale Documents” means, collectively, (i) any asset purchase agreements and related motions, orders or other documents for or related to the Sale Transactions, (ii) the Bidding Procedures Motion and any other related motions, orders or other documents related to the Bidding Procedures (including, but not limited to, the Bidding Procedures Order) and (iii) any other motions, orders or other documents related to, or entered into by the Company Parties in connection with, the Sale Process.
“SEC” means the Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended.
“Stalking Horse Agreement” means that certain asset purchase agreement by and among the Company Parties party thereto, as “Sellers”, and Purchaser, as “Purchaser”, for sale pursuant to section 363 of the Bankruptcy Code of the assets identified therein as the “Acquired Assets”.
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“Support Effective Date” means the date on which the counterpart signature pages to this Agreement have been executed and delivered by the Company Parties and Consenting Creditors holding at least 66.7% of the aggregate principal amount of outstanding Convertible Notes.
“Transfer” has the meaning set forth in Section 3(b)(i).
“Trustee” means Wilmington Trust, National Association, in its capacity as trustee under the Indenture, and its successors and assigns.
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Each Company Party shall submit drafts to K&S of any press releases that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least two (2) business days before making any such disclosure. Except as required by applicable law or otherwise permitted under the terms of any other agreement between the Company Parties and any Consenting Creditor, no Party or its advisors shall disclose to any person (including, for the avoidance of doubt, any other Consenting Creditor), other than advisors to the Company Parties and the Consenting Creditors, the principal amount of the Loans held by the Consenting Creditor or the identity of the Consenting Creditor, without such Consenting Creditor’s prior written consent, including, without limitation, in any public filing or press release; provided, however, that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Creditor a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure, (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate outstanding principal amount of the Loans held by all the Consenting Creditors collectively, and (iii) any Party may disclose information requested by a regulatory or licensing authority with jurisdiction over its operations to such authority without limitation or notice to any Party or other person. Notwithstanding the provisions in this Section 8, any Party may disclose, only to the extent consented to in writing by such Consenting Creditor, such Consenting Creditor’s individual holdings. Any public filing of this Agreement, with the Bankruptcy Court or otherwise, which includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the Consenting Creditors and holdings of each Consenting Creditors (provided that the names and holdings disclosed in such signature pages may be filed in unredacted form with the Bankruptcy Court under seal).
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This Agreement shall become effective and binding upon each Party upon the execution and delivery by such Party of an executed signature page hereto and shall become effective and binding on all Parties on the Support Effective Date; provided that signature pages executed by Consenting Creditors shall be delivered to (a) the other Consenting Creditors in a redacted form that removes such Consenting Creditors’ holdings of the Loans or any other Claims against or interests in the Company Parties and any schedules to such Consenting Creditors’ holdings (if applicable) and (b) the Company Parties, B&M, and K&S in an unredacted form (and to be kept confidential by the Company Parties, B&M, and K&S).
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It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (including attorneys’ fees and costs) as a remedy of any such breach, without the necessity of proving the inadequacy of money damages as a remedy, including an order of the Bankruptcy Court requiring any Party to comply promptly with any of its obligations hereunder. Each Party also agrees that it will not seek, and will waive any requirement for, the securing or posting of a bond in connection with any Party seeking or obtaining such relief.
Notwithstanding the termination of this Agreement pursuant to Section 5 hereof, the agreements and obligations of the Parties in this Section 13, and Sections 4(b), 5(g), 10 (with respect to the redacted information), 11, 12, 13, 14, 15, 17, 18, 19, 20, 21, 22, 23 (and any defined terms used in any such Sections) shall survive such termination and shall continue in full force and effect in accordance with the terms hereof; provided, however, that any liability of a Party for failure to comply with the terms of this Agreement shall survive such termination.
The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof or, for any purpose, be deemed a part of this Agreement.
This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, executors, administrators and representatives; provided, however, that nothing contained in this Section 15 shall be deemed to permit Transfers of the Convertible Notes or Claims other than in accordance with the express terms of this Agreement. If any provision of this Agreement, or the application of any such provision to any Person or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof and this Agreement shall continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. The agreements, representations and obligations of the Parties are, in all respects, ratable and several and neither joint nor joint and several.
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Whether or not the transactions contemplated by this Agreement are consummated, the Company Parties hereby agree to pay, in cash, all Restructuring Expenses as follows: (i) all accrued and unpaid Restructuring Expenses shall be paid in full in cash on or prior to the Support Effective Date, (ii) prior to the Petition Date and after the Support Effective Date, all Restructuring Expenses incurred during such period (and not previously paid pursuant to the preceding clause (i), if any) shall be paid in full in cash by the Company Parties on a regular and continuing basis as soon as reasonably practicable after receipt of invoices, and in any event, prior to the Petition Date, and (iii) after the Petition Date and during the RSA Support Period, all accrued and unpaid Restructuring Expenses incurred up to (and including) the Plan Effective Date (including all accrued and unpaid fees and expenses incurred through the Support Effective Date) shall be paid in full in cash on the Plan Effective Date (provided, for the avoidance of doubt, that such Restructuring Expenses have not been satisfied during the Chapter 11 Cases pursuant to the DIP Orders) against receipt of invoices, without any requirement for Bankruptcy Court review or further Bankruptcy Court order. Notwithstanding the foregoing, nothing herein shall affect or limit any obligations of the Company Parties to pay the Restructuring Expenses as provided in the DIP Orders.
Subject to Section 25 and unless otherwise expressly stated herein, this Agreement shall be solely for the benefit of the Parties (and their respective successors, permitted assigns, heirs, executors, administrators and representatives) and no other Person shall be a third-party beneficiary hereof.
This Agreement, including the exhibits and schedules hereto (including the Restructuring Term Sheet) constitutes the entire agreement of the Parties, and supersedes all other prior negotiations, with respect to the subject matter hereof and thereof, except that the Parties acknowledge that any confidentiality agreements (if any) heretofore executed between the Company Parties and each Consenting Creditor shall continue in full force and effect.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Agreement may be delivered by electronic mail in portable document format (pdf), which shall be deemed to be an original for the purposes of this paragraph.
All notices hereunder shall be deemed given if in writing and delivered, if contemporaneously sent by electronic mail, by overnight courier or by registered or certified mail (return receipt requested) to the following addresses:
c/o Acorda Therapeutics, Inc.
2 Blue Hill Plaza, 3rd Floor
Pearl River, NY United States 10965
Attention:
E-mail:
with a copy (which shall not constitute notice) to:
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Baker & McKenzie LLP
452 Fifth Avenue
New York, New York 10018
Attention:
E-mail:
King & Spalding LLP
110 N Wacker Drive
Suite 3800
Chicago, IL 60606
Attention:
E-mail:
Any notice given by delivery, mail or courier shall be effective when received. Any notice given by electronic mail shall be effective upon transmission.
It is understood and agreed that no Consenting Creditor has any duty of trust or confidence of any kind or form with any other Consenting Creditor, and, except as expressly provided in this Agreement, there are no commitments among or between them. No prior history, pattern, or practice of sharing confidences among or between the Consenting Creditor shall in any way affect or negate this understanding and agreement.
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Each Consenting Convertible Noteholder hereby agrees that Section 13 of the Confidentiality Agreement applicable to it is hereby amended to replace the date “March 31, 2024” contained in the second sentence thereof, with “April 1, 2024”.
Each Consenting Convertible Noteholder hereby authorizes and directs the Prepetition Agent (as defined in the DIP Orders) to consent to the DIP Orders and the terms and conditions set forth therein, and the Consenting Convertible Noteholders agree that the Prepetition Agent shall be afforded and entitled to all benefits, indemnities, immunities, privileges, protections and rights that are conferred upon it under the Indenture and other Notes Documents and applicable law in connection with its compliance with such instruction and direction, and the Prepetition Agent shall have no liability to any Convertible Noteholder for, or in any way related to or arising from, whether directly or indirectly, such instruction and direction. Each of the Parties agrees that the Prepetition Agent is an express third party beneficiaries of, and may enforce, any of the provisions of this Section 25.
[Remainder of Page Intentionally Left Blank]
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Exhibit 10.49
Execution Version
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their respective duly authorized officers, solely in their respective capacity as officers of the undersigned and not in any other capacity, as of the date first set forth above.
| ACORDA THERAPEUTICS, INC. | |||||
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| By: | /s/ Michael Gesser |
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| Name: | Michael Gesser |
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| Title: | Chief Financial Officer |
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Exhibit 10.49
Execution Version
| D. E. Shaw Valence Portfolios, L.L.C., as a Consenting Creditor, a DIP Lender and Convertible Noteholder | |||||
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| By: | /s/ Harry Chiel |
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| Name: | Harry Chiel |
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| Title: | Authorized Signatory |
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[Signature Page to Restructuring Support Agreement (D.E. Shaw)]
Exhibit 10.49
Execution Version
| Davidson Kempner Arbitrage, Equities and Relative Value LP, as a Consenting Creditor and Convertible Noteholder By: Davidson Kempner Multi-Strategy GP II LLC, its general partner By: Davidson Kempner Liquid GP Topco LLC, its managing member
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| By: | /s/ Gabriel T. Schwartz |
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| Name: | Gabriel T. Schwartz |
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| Title: | Co-Deputy Executive Managing Member |
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| M. H. Davidson & Co., as a Consenting Creditor and Convertible Noteholder By: M. H. Davidson & Co. GP, L.L.C., its general partner By: Davidson Kempner Liquid GP Topco LLC, its managing member
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| By: | /s/ Gabriel T. Schwartz | |||
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| Name: | Gabriel T. Schwartz | |||
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| Title: | Co-Deputy Executive Managing Member | |||
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| Midtown Acquisitions L.P., as a Consenting Creditor and a DIP Lender By: Midtown Acquisitions GP LLC, its general partner
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| By: | /s/ Gabriel T. Schwartz | |||
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| Name: | Gabriel T. Schwartz | |||
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| Title: | Co-Deputy Executive Managing Member | |||
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[Signature Page to Restructuring Support Agreement (D.E. Shaw)]
Exhibit 10.49
Execution Version
| Highbridge Tactical Credit Institutional Fund, Ltd., as a Consenting Creditor, a DIP Lender and Convertible Noteholder
By: Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity | |||||
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| By: | /s/ Jonathan Segal |
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| Name: | Jonathan Segal |
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| Title: | Managing Director, Co-CIO |
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| Highbridge Tactical Credit Master Fund, L.P., as a Consenting Creditor, a DIP Lender and Convertible Noteholder
By: Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity | |||||
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| By: | /s/ Jonathan Segal |
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| Name: | Jonathan Segal |
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| Title: | Managing Director, Co-CIO |
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[Signature Page to Restructuring Support Agreement (Highbridge)]
Exhibit 10.49
Execution Version
| Quantum Partners LP, as a Consenting Creditor and Convertible Noteholder By: QP GP LLC, its general partner | ||||||
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| By: | /s/ Neal Paul Donnelly |
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| Name: | Neal Paul Donnelly |
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| Title: | Attorney-in-Fact |
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Palindrome Master Fund LP, as a Consenting Creditor, a DIP Lender and Convertible Noteholder By: Palindrome Master Fund GP LLC, its general partner | ||||||
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| By: | /s/ Neal Paul Donnelly |
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| Name: | Neal Paul Donnelly |
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| Title: | Attorney-in-Fact |
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| Cedar Grove Holdings Ltd., as a Consenting Creditor and DIP Lender | ||||||
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| By: | /s/ Neal Paul Donnelly |
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| Name: | Neal Paul Donnelly |
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| Title: | Attorney-in-Fact |
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[Signature Page to Restructuring Support Agreement (Soros)]
Exhibit 10.49
Execution Version
| Nineteen77 Global Multi-Strategy Alpha Master Limited, as a DIP Lender and Convertible Noteholder, by UBS O’Connor LLC, its investment advisor | |||||
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| By: | /s/ Doyle Horn |
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| Name: | Doyle Horn |
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| Title: | Director |
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| By: | /s/ James DelMedico |
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| Name: | James DelMedico |
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| Title: | Executive Director |
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[Signature Page to Restructuring Support Agreement (UBS)]
Exhibit 10.49
Execution Version
| THE CANYON VALUE REALIZATION MASTER FUND, L.P. CANYON VALUE REALIZATION FUND, L.P., each as a Consenting Creditor, a DIP Lender and Convertible Noteholder
By: Canyon Capital Advisors LLC, as Investment Advisor | |||||
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| By: | /s/ Luis A. Silva |
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| Name: | Luis A. Silva |
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| Title: | Authorized Signatory |
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[Signature Page to Restructuring Support Agreement (Canyon)]