Deemed to Accept. Class 5 Honeywell Claims In full and final satisfaction, settlement, release, and discharge of and in exchange for each Claim of Honeywell arising under, derived from, based on, or related to the Indemnification Agreements and the Tax Matters Agreement (collectively, the “Honeywell Claims”),3 Honeywell shall receive: (a) a payment of $375 million in cash on the Effective Date; and (b) new Series B Preferred Stock issued by reorganized Xxxxxxx (the “Series B Preferred Stock”), which shall provide for payments to Honeywell in the amounts and at the times set forth in the following schedule: Impaired / Entitled to Vote Payment Date4 Amount 2022 $ 34.8 million 2023 $ 100.0 million 2024 $ 100.0 million 2025 $ 100.0 million 2026 $ 100.0 million 2027 $ 100.0 million 2028 $ 100.0 million 2029 $ 100.0 million 2030 $ 100.0 million Total $ 834.8 million 3 Honeywell Claims also include the additional potential contingent, unliquidated contractual and non-contractual claims and causes of action identified in Honeywell’s proofs of claim, as set forth in the PSA. For the avoidance of doubt, the issuance of the Series B Preferred Stock does not satisfy the Debtors obligations to pay Honeywell’s fees and expenses as set forth in Section 11.01 of the PSA. Moreover, claims arising under ordinary course business dealings or commercial contracts or related to ongoing services or amounts owed under the Employee Matters Agreement, Intellectual Property Agreement, Trademark License Agreement, Transition Services Agreement, or Cash Repatriation Agreement (each as defined in Honeywell’s proofs of claim) will be addressed by the Debtors and Honeywell in good faith and in the ordinary course of business, in consultation with the Plan Sponsors and subject to the Plan Sponsors’ consent (such consent not to be unreasonably withheld, conditioned or delayed), and are not being satisfied by the issuance of the Series B Preferred Stock, and any claims by Honeywell against the Debtors on account of such matters shall be included in Class 6 General Unsecured Claims. Resolution of any of these ordinary course matters will not be asserted, directly or indirectly, as a condition to the execution, delivery, or approval by Honeywell or the Debtors of any Restructuring Document and no allegation of non-performance with respect to any of these matters will excuse any Debtor or Honeywell from the performance of their obligations under this Agreement or any Restructuring Document. 4 Each payment date ...
Deemed to Accept. Class 5 Honeywell Claims In full and final satisfaction, settlement, release, and discharge of and in exchange for each Claim of Honeywell arising under, derived from, based on, or related to the Indemnification Agreements and the Tax Matters Agreement (collectively, the “Honeywell Claims”), Honeywell shall receive: (a) a payment of $275 million in cash on the Effective Date (the “Initial Cash Payment”); and (b) new Series B Preferred Stock issued by reorganized Xxxxxxx (the “Series B Preferred Stock”), which shall provide for payments to Honeywell in the amounts and at the times set forth in the following schedule: Impaired / Entitled to Vote 2 Such treatment shall constitute “Acceptable Plan” treatment under that certain Restructuring Support Agreement (as may be amended, restated, amended and restated, extended, supplemented, or otherwise modified from time to time), effective September 20, 2020, by and among Xxxxxxx and certain of its Debtor affiliates, and certain of the Debtors’ prepetition secured lenders. Payment Date Amount 12/31/2023 $ 100 million 12/31/2024 $ 100 million 12/31/2025 $ 100 million 12/31/2026 $ 100 million 12/31/2027 $ 100 million 12/31/2028 $ 100 million 12/31/2029 $ 100 million 12/31/2030 $ 100 million 12/31/2031 $ 100 million 12/31/2032 $ 100 million 12/31/2033 $ 100 million 12/31/2034 $ 75 million Total $ 1,175,000,000 (such payments, the “Amortization”). The Amortization shall be subject to the following conditions: (i) if the Reorganized Debtors’ annual adjusted EBITDA on a consolidated basis falls below $425 million in any year, such annual Amortization payment for that year shall be deferred and paid in equal installments over the subsequent two years following the payment year of such deferred Amortization payment, in addition to any Amortization payments arising during such following years; (ii) the Amortization shall be callable by reorganized Xxxxxxx at any time with a lump sum payment calculated as the present value of the remaining Amortization payments at the time of the exercise of such call option discounted at 7.25% (the “Call Price”); (iii) if the Reorganized Debtors’ adjusted EBITDA on a consolidated basis for the prior twelve months reaches $600 million for two (2) consecutive quarters, Honeywell shall have the right to cause reorganized Xxxxxxx to pay all of the remaining Amortization upon written notice to reorganized Xxxxxxx at an amount equal to the Call Price (the “Put Option”); and (iv) upon a Change of C...
Deemed to Accept. Class 6 Intercompany Claims On the Effective Date, Intercompany Claims shall be, at the option of the Debtors and subject to the consent of the Required Consenting Creditors, either: (i) Reinstated; or (ii) set off, settled, distributed, contributed, merged, canceled, or released, in each case, in the discretion of the Debtors. Unimpaired; Deemed to Accept / Impaired; Deemed to Reject. Treatment of Claims and Interests in the Restructuring Class 7 Intercompany Interests On the Effective Date, Intercompany Interests shall be, at the option of the Debtors and subject to the consent of the Required Consenting Creditors, either: (i) Reinstated; or (ii) set off, settled, distributed, contributed, merged, canceled, or released, in each case, in the discretion of the Debtors and subject to the consent of the Required Consenting Creditors. Unimpaired; Deemed to Accept / Impaired; Deemed to Reject.
Deemed to Accept. Section 510(b) Claims On the Plan Effective Date, allowed claims arising under section 510(b) of the Bankruptcy Code (each, a “510(b) Claim”), if any, shall be cancelled without any distribution, and such holders of 510(b) Claims will receive no recovery. Impaired;
Deemed to Accept. An Unimpaired Claim, the Holder of which is conclusively presumed to accept the Plan pursuant to section 1126(f) of the Bankruptcy Code.
Deemed to Accept. Senior Credit Facility Claims The claims under the Senior Credit Facility will be treated in a manner and form acceptable to the Administrative Agent, the Majority Consenting Noteholders, and the Debtors.
Deemed to Accept. Loan Claims In full satisfaction of each Allowed Loan Claim, each Holder thereof will receive its pro rata share of: (i) 100% of the New Term Loans; and (ii) 100% of New Common Stock, subject to dilution by the Management Incentive Plan and the New Warrants. Impaired;
