Common use of Backstop Commitment Agreement Clause in Contracts

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 Second Lien Notes Claims as a percentage of the total Allowed LINN Second Lien Notes Claims outstanding as of the date such Additional Commitment Party delivers its duly executed joinder to the Backstop Commitment Letter and Restructuring Support Agreement and (ii) with respect to the Unsecured Backstop Commitment Percentage, the amount of its Allowed LINN Unsecured Notes Claims as a percentage of the total Allowed LINN Unsecured Notes Claims outstanding as of such date. The issuance of shares of common stock of the Issuer (the “Common Stock”) to the Commitment Parties in respect of the Backstop Commitments shall be exempt from the registration requirements of the securities laws pursuant to Section 4(a)(2) of the Securities Act, or another available exemption from registration.

Backstop Commitment Agreement. The Commitment Parties and the Debtors shall, subject to will enter into an agreement setting forth the terms and conditions set forth in of the Backstop Commitments described above (the “Backstop Commitment LetterAgreement”), 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 . The amount of the Commitments (the “Backstop each Commitment Agreement”). “Commitment Parties” means the Secured Commitment Parties and the Unsecured Commitment Parties party Party’s obligation to purchase unsubscribed Rights Offering Shares pursuant to the Backstop Commitment Agreement from time to time. The amount of (ithe “Backstop Commitment”) 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 DIP 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 Second Lien Notes Claims as a percentage of the total Allowed LINN Second Lien Notes Claims outstanding as of the date such Additional Commitment Party delivers its duly executed joinder to the Backstop Commitment Letter and Restructuring Support Agreement and (ii) with respect to the Unsecured Backstop Commitment Percentage, the amount of its Allowed LINN Unsecured Notes Claims as a percentage of the total Allowed LINN Unsecured Notes Claims outstanding as of such date. The issuance of shares of common stock of the Issuer (the “Common Stock”) Reorganized Parent Participating Preferred Stock to the Commitment Parties in respect of the Backstop Commitments shall 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 Premium: On the effective date of the Plan, the Debtors will pay the Commitment Parties a backstop premium equal to 10% of the $65.0 million (or the then-applicable amount) committed amount (the “Backstop Commitment Premium”), or 4,816,589 shares (or the then-applicable amount), payable in the form of Reorganized Parent Participating Preferred Stock at the Participating Preferred Stock Purchase Price; provided, that to the extent the Backstop Commitment Agreement is terminated by reason of a breach by the Debtors or the Debtors consummate an alternative transaction, in each case, the Debtors will pay the Backstop Commitment Premium entirely in cash to the Commitment Parties promptly after the date of such termination. The Backstop Commitment Premium will be fully earned and nonrefundable as of the date the Bankruptcy Court enters an order, in form and substance consistent with the Restructuring Term Sheet, the RSA, and this Rights Offering Term Sheet and otherwise reasonably acceptable to the Debtors and the Requisite Commitment Parties, authorizing the Company (on behalf of itself and the other Debtors) to execute and deliver the Backstop Commitment Agreement, including the authorization of the Backstop Commitment Premium and Expense Reimbursement and the indemnification provisions contained in the Backstop Commitment Agreement, and providing that the Backstop Commitment Premium, Expense Reimbursement and indemnification obligations constitute allowed administrative expenses of the Debtors’ estates under sections 503(b)(1)(A) of the Bankruptcy Code and with the priority established by section 507(a)(2) of the Bankruptcy Code (which claim shall be junior in all respects to the Carve Out (as defined in the final order approving the Debtors’ entry into the DIP Facility [Docket No. 652]) and will be payable by the Debtors as provided in the Backstop Commitment Agreement without further order of the Bankruptcy Court. The issuance of the Backstop Commitment Premium payable in the form of Parent Participating Preferred Stock 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.

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 Agreement shall provide for a premium of 6% of the Commitments $50 million committed amount (the “Backstop Commitment AgreementPremium”)) and a discount of 25% to total settled plan equity value of $125 million. “The Commitment Parties” means Premium will be fully earned and nonrefundable upon entry of the Secured Commitment Parties Approval Order and the Unsecured Commitment Parties party to payable in shares of New Common Stock, unless the Backstop Commitment Agreement from time is terminated in connection with a breach by Penn Virginia or any PVA Entity, an Alternative Transaction, or Penn Virginia’s entry into an Alternative Transaction during a 12-month tail period; in any of the foregoing cases, the Backstop Parties shall be entitled to timea termination fee of 4% of the $50 million committed amount, which fee shall be paid in cash. The amount Backstop Commitment Agreement also shall provide for the PVA Entities to pay for the reasonable and documented fees of all of the professionals, advisors, and consultants retained by the Backstop Parties, and filing fees required by antitrust laws, subject to entry of the Approval Order. 1 Capitalized terms used but not defined in this Term Sheet have the meanings given to such terms in the RSA. Milestones The Restructuring will be achieved in accordance with the following milestones (collectively, the “Milestones”):2 • no later than 8:00 a.m. (prevailing Eastern Time) on May 12, 2016, the PVA Entities shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court (such filing date, the “Petition Date”); • on, or no later than 24 hours after, the Petition Date, the Debtors shall file with the Bankruptcy Court a motion seeking entry of the Interim DIP Order and the Final DIP Order; • no later than three days after the Petition Date, the PVA Entities shall file with the Bankruptcy Court (i) each Unsecured Commitment Party’s Backstop Commitment obligation will be based on the percentages Plan and related disclosure statement (the “Unsecured Backstop Commitment PercentagesDisclosure Statement”) set forth on Schedule 1A to the Backstop Commitment Agreement and (ii) each Secured Commitment Party’s Backstop Commitment obligation will be based on a motion seeking entry of an order approving the percentages (PVA Entities’ assumption of the “Secured Backstop Commitment Percentages” and, together with the Unsecured Backstop Commitment Percentages, the “Backstop Commitment Percentages”) set forth on Schedule 1B to RSA and the Backstop Commitment Agreement (together with Schedule 1A to the Backstop Commitment Agreement“Approval Motion”); • no later than three days after the Petition Date, the “Backstop Commitment Schedules”). The initial Backstop Commitment Schedules will reflect Bankruptcy Court shall have entered the respective Backstop Commitment Percentages set forth in Interim DIP Order; • no later than fifteen days after 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 PercentagePetition Date, 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 PVA Entities shall file with the Backstop Commitment Agreement. The Backstop Commitment Percentages of each Additional Commitment Party shall be determined by reference to Bankruptcy Court (i) with respect a motion to the Secured Backstop Commitment Percentage, the amount establish a bar date for filing proofs of its Allowed LINN Second Lien Notes Claims as a percentage of the total Allowed LINN Second Lien Notes Claims outstanding as of the date such Additional Commitment Party delivers its duly executed joinder to the Backstop Commitment Letter and Restructuring Support Agreement claim and (ii) with respect to the Unsecured Backstop Commitment Percentageschedules of assets and liabilities and statements of financial affairs for each PVA Entity; • no later than thirty days after the Petition Date, (i) the amount of its Allowed LINN Unsecured Notes Claims as a percentage of Bankruptcy Court shall have entered the total Allowed LINN Unsecured Notes Claims outstanding as of such date. The issuance of shares of common stock of Final DIP Order, (ii) the Issuer Bankruptcy Court shall have entered an order (the “Common StockApproval Order”) granting the Approval Motion, and (iii) the PVA Entities shall have delivered a proposal with regard to the Commitment Parties in respect treatment of material contracts to the Majority Consenting Noteholders; • no later than forty-five days after the Petition Date, the Bankruptcy Court shall have entered an order (the “Disclosure Statement Order”) approving the adequacy of the Backstop Commitments shall be exempt from Disclosure Statement and related solicitation procedures (including the registration requirements Rights Offering Procedures); • no later than forty-five days after the entry of the securities laws pursuant Disclosure Statement Order, the Bankruptcy Court shall commence a hearing to Section 4(a)(2) confirm the Plan (the “Confirmation Hearing”); • no later than five days after the commencement of the Securities ActConfirmation Hearing, or another available exemption from registration.the Bankruptcy Court shall enter an order (the “Confirmation Order”) confirming the Plan; and • no later than twenty-five days after entry of the Confirmation Order, the PVA Entities shall consummate the transactions contemplated by the Plan (the date of such consummation, the “Effective Date”). Conditions Precedent to Emergence The occurrence of the Effective Date will be subject to the following conditions precedent: • the RSA shall not have been terminated and remains in full force and effect; • entry of the Interim DIP Order and the Final DIP Order; • entry of the Disclosure Statement Order;