Cancellation of Notes, Instruments, Certificates, and Other. Documents On the Plan Effective Date, except to the extent otherwise provided in this Restructuring Term Sheet or the Plan, all notes, instruments, certificates, and other documents evidencing Claims or Interests, including credit agreements and indentures, shall be canceled, and the Debtors’ obligations thereunder or in any way related thereto shall be deemed satisfied in full and discharged.
Cancellation of Notes, Instruments, Certificates, and Other. Documents On the Effective Date, except to the extent otherwise provided in this Term Sheet or the Plan, all notes, instruments, certificates, and other documents evidencing Claims or Interests, including credit agreements and indentures, shall be canceled and the obligations of the Debtors and any non-Debtor Affiliates thereunder or in any way related thereto shall be deemed satisfied in full and discharged. Executory Contracts and Unexpired Leases The Debtors shall seek to assume or reject executory contracts and unexpired leases with the reasonable consent of the Plan Sponsor. The Debtors shall not enter into any material contracts during the Chapter 11 Cases without the prior written consent of the Plan Sponsor, not to be unreasonably withheld. The Plan will provide that the executory contracts and unexpired leases that are not assumed or rejected as of the Confirmation Date (either pursuant to the Plan or a separate motion) will be deemed assumed pursuant to section 365 of the Bankruptcy Code. For the avoidance of doubt, the Debtors shall obtain the Plan Sponsor’s consent with respect to any decision to assume or reject an executory contract or unexpired lease, including pursuant to the Plan. Retention of Jurisdiction The Plan will provide for the retention of jurisdiction by the Bankruptcy Court for usual and customary matters. Discharge of Claims and Termination of Interests Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan, the Confirmation Order or in any contract, instrument, or other agreement or document created pursuant to the Plan, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims (including any Intercompany Claims resolved or compromised after the Effective Date by the Reorganized Debtors), Interests, and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any liability (including withdrawal liabilit...
Cancellation of Notes, Instruments, Certificates, and Other. Documents On the Plan Effective Date, except with respect to the liens securing the RBL Claims and the Exit Facility and except to the extent otherwise provided in this Restructuring Term Sheet or the Plan, all notes, instruments, certificates, and other documents evidencing Claims or Interests, including credit agreements and indentures, shall be canceled, and the Debtors’ obligations thereunder or in any way related thereto shall be deemed satisfied in full and discharged. Notwithstanding anything to the contrary herein, in the Restructuring Support Agreement, or in the Plan, for the avoidance of doubt, the liens securing the RBL Claims shall not be released, and such liens shall be retained by the Exit Facility Agent to secure the Exit Facility upon the Plan Effective Date. Executory Contracts and Unexpired Leases The Plan will provide that the executory contracts and unexpired leases that are not rejected as of the Plan Effective Date (either pursuant to the Plan or a separate motion) will be deemed assumed pursuant to section 365 of the Bankruptcy Code. Retention of Jurisdiction The Plan will provide that the Bankruptcy Court shall retain jurisdiction for usual and customary matters but, for the avoidance of doubt, shall not retain jurisdiction over the Exit Facility.
Cancellation of Notes, Instruments, Certificates, and Other. Documents On the Plan Effective Date, except to the extent otherwise provided in this Term Sheet, the Restructuring Support Agreement, or the Plan, all notes, instruments, certificates, and other documents evidencing claims or interests, including credit agreements and indentures, shall be canceled and the obligations of the Debtors thereunder or in any way related thereto shall be deemed satisfied in full and discharged. Releases The Plan shall provide for customary releases of all Claims among: (a) the Debtors and the Reorganized Debtors; (b) the Facilities Agent; (c) the Term Agent; (d) the Second Lien Indenture Trustee, (e) the Ad Hoc First Lien Group; (f) the Consenting First Lien Lenders; (g) the Ad Hoc Crossover Group; (h) the Consenting Second Lien Noteholders; (i) the DIP Agent; (j) the DIP Lenders; (k) the Exit Backstop Parties; and (l) with respect to each of the foregoing entities in clauses (a) through (l) such entity and its Related Persons (such entities in the foregoing clauses (a) through (l), to the extent providing a release under the Plan, each a “Releasing Party”, and to the extent being released under the Plan, each a “Released Party”).6 The releases to be set forth in the Plan shall include releases of each Released Party from any Claims or Causes of Action, including any derivative claims asserted or assertable on behalf of any of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates or affiliates or that each other Releasing Party, as applicable, would have been legally entitled to assert in its own right (whether individually or collectively) or on behalf of the holder of any Claims or Interest or other entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors’ capital structure, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring discussions, the purchase, sale, or rescission of the purchase or sale of any
Cancellation of Notes, Instruments, Certificates, and Other. Documents On the Effective Date, except to the extent otherwise provided in this Restructuring Term Sheet or the Plan, all notes, instruments, certificates, and other documents including credit agreements and indentures, shall be cancelled, and the Debtors’ obligations thereunder or in any way related thereto shall be deemed satisfied in full and discharged, provided that Existing Letters of Credit, Existing Surety Bonds, insurance bonds, financial assurances, Cartas Fianzas, Boletas Bancarias, Boletas Garantia, Seguros de Caución, seguro garantia, fianca bancária, fianca de qualquer natureza, cartas de credito, and other similar instruments (as amended, restated, renewed, modified, supplemented, extended, confirmed, or counter guaranteed from time to time) issued by various banks and other financial institutions to the Debtors on an unsecured or secured basis in the various countries where the Debtors operate shall not be cancelled, satisfied or discharged; provided that nothing shall limit the Debtors’ ability to object to or seek a discharge of any contingent claims arising prior to the Effective Date, provided further, any indenture or agreement that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of (i) allowing Holders to receive distributions under the Plan, and (ii) allowing and preserving the rights of the Local Bond Trustees and LATAM 2024/LATAM 2026 Bond Trustees. Backstop By no later than December 21, 2021, i. an agreement (the “Commitment Creditors Backstop Agreement”) reflecting the terms on which the Commitment Creditors will backstop the rights offering of New Convertible Notes Class C and $400 million of the ERO Rights Offering, acceptable in form and substance to the Commitment Creditors and the Debtors, shall be agreed and executed by the Debtors and the Backstop Parties thereto. ii. an agreement (the “Backstop Shareholders Backstop Agreement’ and together with the Commitment Creditors Backstop Agreement, the “Backstop Agreements”) reflecting the terms on which the Backstop Shareholders will backstop the rights offering of New Convertible Notes Class B and $400 million of the ERO Rights Offering, acceptable in form and substance to the Backstop Shareholders and the Debtors, shall be agreed and executed by the Debtors and the Backstop Shareholders. The term of the Backstop Commitments is expected to be long-term in duration, taking into consideration, among other things, the expected case timeline,...
Cancellation of Notes, Instruments, Certificates, and Other. Documents On the Effective Date, except to the extent otherwise provided in this Term Sheet, the RSA, or the Plan, all notes, instruments, certificates, and other documents evidencing Claims or Interests, including credit agreements and indentures, shall be canceled and the obligations of the Debtors thereunder or in any way related thereto shall be deemed satisfied in full and discharged. Issuance of New Securities; Execution of the Plan Restructuring Documents On the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Restructuring Transactions. Retention of Jurisdiction The Plan will provide for the retention of jurisdiction by the Bankruptcy Court for usual and customary matters. Pacific Drilling Operations Limited Pacific Drilling V Limited Pacific Drilling VII Limited Pacific Sharav Korlátolt Felelősségű Társaság Pacific Bora Ltd. Pacific Mistral Ltd. Pacific Scirocco Ltd. Pacific Drilling Limited Pacific Drilling, Inc. Pacific Drilling Operations, Inc. Pacific Drilling, LLC Pacific Drilling Finance, S.à x.x. Pacific Drillship S.à x.x. Pacific Santa Xxx Limited Pacific Sharav S.à x.x. Pacific Drilling Holding (Gibraltar) Limited Pacific Drillship Nigeria Limited EXIT FACILITY TERM SHEET Pacific Drilling S.A. $80,000,000 Delayed-Draw Term Loan Facility Summary of Principal Terms and Conditions12 Borrower: Pacific Drilling Company Limited, a company incorporated in the Cayman Islands (in such capacity, the “Borrower”).
Cancellation of Notes, Instruments, Certificates, and Other. Documents Except as provided herein, on the Effective Date, all notes, instruments, certificates, and evidencing debt to, or equity interests in, the Company shall be cancelled and obligations of the Company thereunder shall be discharged.
Cancellation of Notes, Instruments, Certificates, and Other. Documents On the Plan Effective Date, except to the extent otherwise provided in this Plan Term Sheet or the Plan, all notes, instruments, certificates, and other documents evidencing claims or interests, including credit agreements and indentures, shall be cancelled, and NCM’s obligations thereunder or in any way related thereto shall be deemed satisfied in full and discharged. Tax Matters The parties shall work together in good faith and use commercially reasonable efforts to structure and implement the Restructuring Transactions in a tax efficient manner for NCM, NCMI, and the Required Consenting Creditors. Exemption from SEC Registration The issuance of securities under the Plan will be exempt from SEC registration under section 1145 of the Bankrupty Code to the fullest extent permitted thereby. Retained Causes of Action Reorganized NCM shall retain all rights to commence and pursue any causes of action, other than any causes of action that NCM has released pursuant to the release and exculpation provisions contemplated under this Plan Term Sheet and as set forth in the Plan. Releases The Plan will include customary releases and exculpations in favor of, among other parties, (i) NCM, (ii) the Consenting Creditors, (iii) members of the Ad Hoc Group to the extent that the members are parties to the Restructuring Support Agreement and vote in favor of the Plan, (iv) the Agents and Indenture Trustee, (v) NCMI, and (vi) each of their related parties of each of the foregoing.
Cancellation of Notes, Instruments, Certificates, and Other. Documents On the Plan Effective Date, except to the extent otherwise provided in this Restructuring Term Sheet or the Plan, all notes, instruments, certificates, and other documents evidencing claims or interests, including credit agreements and indentures, shall be cancelled, and the Company’s obligations thereunder or in any way related thereto shall be deemed satisfied in full and discharged. Tax Matters The parties shall work together in good faith and use commercially reasonable efforts to structure and implement the Restructuring Transactions in a tax efficient manner for the Debtors and the Required Consenting Noteholders, and such structure and implementation shall be subject to the consent (not to be unreasonably withheld, conditioned or delayed) of the Required Consenting Noteholders. Exemption from SEC Registration The issuance of securities under the Plan will be exempt from SEC registration under section 1145 of the Bankrupty Code to the fullest extent permitted thereby.
Cancellation of Notes, Instruments, Certificates, and Other. Documents On the Plan Effective Date, except to the extent otherwise provided in this Term Sheet or the Plan, all notes, instruments, certificates, credit agreements, indentures, and other documents evidencing Claims or Interests shall be canceled and the obligations of the Debtors thereunder or in any way related thereto shall be deemed satisfied in full and discharged. Exemption from SEC Registration The issuance of all securities under the Plan will be exempt from SEC registration under applicable law. Release and Exculpation The Plan shall include the exculpation, Debtor releases, and “Third-Party” releases provisions set forth on Annex 2, attached hereto, in all material respects, subject to the completion of the Disinterested Directors’ investigation into potential claims held by the Company Parties, which investigation shall be completed before the entry of the Confirmation Order. Each Consenting First Lien Lender will, pursuant to the RSA, agree to “opt in” to, or not to “opt out” of, as applicable, the consensual “Third-Party” releases, including those granted to the Company’s current and former officers, directors, and employees.
