Common use of Deemed to Accept Clause in Contracts

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 Control, any remaining payments under the Amortization at the time of such transfer shall become due and payable to Honeywell at the Call Option terms. Upon the completion of the Amortization payments (including through exercise of the Call Option or Put Option) (the “Repayment Date”), the Series B Preferred Stock shall be cancelled and extinguished. The Series B Preferred Stock shall be non-transferrable, non-voting shares of reorganized Xxxxxxx.

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 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 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 Control, any remaining payments under the Amortization at the time of such transfer shall become due and payable to Honeywell at the Call Option terms. Upon the completion of the Amortization payments (including through exercise of the Call Option or Put Option) (the “Repayment Date”), the Series B Preferred Stock shall be cancelled and extinguished. The Series B Preferred Stock shall be non-transferrable, non-voting shares of reorganized Xxxxxxx.

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 Control, any remaining payments under the Amortization at the time of such transfer shall become due and payable to Honeywell at the Call Option terms. Upon the completion of the Amortization payments (including through exercise of the Call Option or Put Option) (the “Repayment Date”), the Series B Preferred Stock shall be cancelled and extinguished. The Series B Preferred Stock shall be non-transferrable, non-voting shares of reorganized Xxxxxxx.

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 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 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 Control, any remaining payments under the Amortization at the time of such transfer shall become due and payable to Honeywell at the Call Option terms. Upon the completion of the Amortization payments (including through exercise of the Call Option or Put Option) (the “Repayment Date”), the Series B Preferred Stock shall be cancelled and extinguished. The Series B Preferred Stock shall be non-transferrable, non-voting shares of reorganized Xxxxxxx.