Backstop Commitment Agreement. BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of [ ], is by and among Caesars Entertainment Operating Company, Inc., a Delaware corporation (“CEOC”), and the investors identified on Schedule I hereto to the extent such parties are not Terminating Preferred Backstop Investors (each, a “Preferred Backstop Investor” and, collectively, the “Preferred Backstop Investors”).
Backstop Commitment Agreement. The Commitment Parties and the Debtors shall, subject to the terms and conditions set forth in the Backstop Commitment Letter, enter into an agreement, consistent with this Term Sheet and otherwise in form and substance reasonably acceptable to the Requisite Commitment Parties and the Debtors, setting forth the terms and conditions of the Commitments (the “Backstop Commitment Agreement”). “Commitment Parties” means the Secured Commitment Parties and the Unsecured Commitment Parties party to the Backstop Commitment Agreement from time to time. The amount of (i) each Unsecured Commitment Party’s Backstop Commitment obligation will be based on the percentages (the “Unsecured Backstop Commitment Percentages”) set forth on Schedule 1A to the Backstop Commitment Agreement and (ii) each Secured Commitment Party’s Backstop Commitment obligation will be based on the percentages (the “Secured Backstop Commitment Percentages” and, together with the Unsecured Backstop Commitment Percentages, the “Backstop Commitment Percentages”) set forth on Schedule 1B to the Backstop Commitment Agreement (together with Schedule 1A to the Backstop Commitment Agreement, the “Backstop Commitment Schedules”). The initial Backstop Commitment Schedules will reflect the respective Backstop Commitment Percentages set forth in the Backstop Commitment Letter as in effect at the time the Backstop Commitment Agreement becomes effective. The initial Backstop Commitment Percentages of the Initial Commitment Parties will be as set forth in the Backstop Commitment Letter, and were derived from (a) with respect to the Secured Backstop Commitment Percentage, the relative amounts of the Allowed LINN Second Lien Notes Claims held by each of the Initial Commitment Parties as of the date hereof and (b) with respect to the Unsecured Backstop Commitment Percentage, the relative amounts of the Allowed LINN Unsecured Notes Claims held by each of the Initial Commitment Parties as of the date hereof. The Backstop Commitment Schedules, as applicable, (including the Backstop Commitment Percentages of the Commitment Parties) will be updated upon the joinder of Additional Commitment Parties (as defined below) or upon the transfer of any Backstop Commitments and in accordance with the Backstop Commitment Agreement. The Backstop Commitment Percentages of each Additional Commitment Party shall be determined by reference to (i) with respect to the Secured Backstop Commitment Percentage, the amount of its Allowed LINN...
Backstop Commitment Agreement. The Debtors are party to that certain Backstop Commitment Agreement (the “Backstop Commitment Agreement”) dated July 1, 2019 with the Backstop Parties. In the event of any conflict between these Rights Offering Procedures and the terms of the Backstop Commitment Agreement, the terms of the Backstop Commitment Agreement will control.
Backstop Commitment Agreement. The Commitment Parties will be directly provided with a special form (the “Backstop Addendum”) to attach to their Rights Exercise Form(s).
Backstop Commitment Agreement. As defined in the Term Sheet. Backstop Fee As defined in the Term Sheet. Backstop Parties Certain of the Supporting Creditors, in their capacity as Backstop Parties under the Backstop Commitment Agreement, including funds and/or accounts managed or advised by Ascribe Capital LLC, Blue Mountain Capital Management, LLC, GSO Capital Partners LP, Silver Point Capital L.P., Solus Alternative Asset Management LP and Symphony Asset Management LLC, in each case that are parties to the RSA. Bankruptcy Code As defined in the Term Sheet. Bankruptcy Court As defined in the Term Sheet. Bermuda Act As defined in the Introduction. Bermudian Court As defined in the Introduction. Bermudian Debtors As defined in the Introduction. Bermudian Proceedings As defined in the Introduction. C&J Common Stock C&J Energy’s authorized and issued common stock outstanding as of the Effective Date. C&J Energy As defined in the Introduction. Canadian Court As defined in the Introduction. Canadian Debtors As defined in the Introduction. Canadian Proceedings As defined in the Introduction. Cause of Action Any claims, interests, damages, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code. CCAA As defined in the Introduction.
Backstop Commitment Agreement. The Commitment Parties and the Debtors will enter into an agreement setting forth the terms and conditions of the Backstop Commitments described above (the “ Backstop Commitment Agreement”), in form and substance reasonably acceptable to the Requisite Commitment Parties and the Debtors. The amount of each Commitment Party’s obligation to purchase unsubscribed Rights Offering Shares pursuant to the Backstop Commitment Agreement (the “ Backstop Commitment”) will be based on the percentages (the “ Backstop Commitment Percentages”) derived from the relative amounts of the DIP Claims held by each of the Commitment Parties. The issuance of Reorganized Parent Participating Preferred Stock to the Commitment Parties in respect of the Backstop Commitments will be exempt from the registration requirements of the securities laws pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act, or another available exemption from registration. OMM_US:79138438.6 This Restructuring Support Agreement, dated as of October 7, 2020 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), is entered into by and among:
Backstop Commitment Agreement. The Commitment Parties and the Debtors will enter into an agreement setting forth the terms and conditions of the Backstop Commitments described above (the “Backstop Commitment Agreement”), in form and substance reasonably acceptable to the Requisite Commitment Parties and the Debtors. The amount of each Commitment Party’s obligation to purchase unsubscribed Rights Offering Shares pursuant to the Backstop Commitment Agreement (the “Backstop Commitment”) will be based on the percentages (the “Backstop Commitment Percentages”) derived from the relative amounts of the DIP Claims held by each of the Commitment Parties. The issuance of Reorganized Parent Participating Preferred Stock to the Commitment Parties in respect of the Backstop Commitments will be exempt from the registration requirements of the securities laws pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act, or another available exemption from registration. Implementation of the Rights Offering: The Debtors will implement the Rights Offering through customary subscription documentation and procedures that are in form and substance reasonably acceptable to the Debtors and the Requisite Commitment Parties. The offering period for the Rights Offering (the “Offering Period”) will be not less than 10- business days or such other period reasonably acceptable to the Requisite Commitment Parties.
Backstop Commitment Agreement. The Investors and the Debtors shall enter into an agreement, consistent with this Term Sheet and otherwise in form and substance acceptable to the Requisite Investors and the Debtors, setting forth the terms and conditions of the Backstop Commitments (the “Backstop Commitment Agreement”).
Backstop Commitment Agreement. This BACKSTOP COMMITMENT AGREEMENT (including exhibits and schedules attached hereto and incorporated herein, this “Agreement”), dated as of December 6, 2016, is made by and among C&J Energy Services Ltd. (as a debtor in possession and a reorganized debtor, as applicable, the “Company” or “C&J Energy”) on behalf of itself and the other Debtors, on the one hand, and the Backstop Parties set forth on Schedule 1 hereto (each referred to herein, individually, as a “Backstop Party” and, collectively, as the “Backstop Parties”), on the other hand. The Company and each Backstop Party is referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
Backstop Commitment Agreement. This BACKSTOP COMMITMENT AGREEMENT (including exhibits and schedules attached hereto and incorporated herein, this “Agreement”), dated as of November [•], 2020, is made by and among 24 Hour Fitness Worldwide, Inc., a Delaware corporation (the “Company”), and each of the other Debtors (as defined below), on the one hand, and the Commitment Parties set forth on Schedule 1 hereto (each referred to herein, individually, as a “Commitment Party” and, collectively, as the “Commitment Parties ”), on the other hand. Each of the Debtors and each Commitment Party is referred to herein, individually, as a “Party” and, collectively, as the “Parties”. For the avoidance of doubt, references herein to the “Company” or the “
