OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Plan On the Effective Date, the Reorganized Debtors will implement a management incentive plan (the “Management Incentive Plan”) that shall provide for 10% of the New Common Stock, on a fully diluted basis, to be issued to management of the Reorganized Debtors after the Effective Date at the discretion of the New Board and on terms to be determined by the New Board (including, without limitation, with respect to allocation, timing and structure of such issuance and the Management Incentive Plan). The Plan will permit the establishment of the Management Incentive Plan by the New Board following the Effective Date. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits, including executive compensation programs shall be in form and substance acceptable to the Debtors and the Required Supporting Creditors. The Debtors and the Required Supporting Creditors shall mutually agree as to (i) the continuation, after the Effective Date, of the Key Employee Incentive Plan effective as of May 6, 2016 (as amended, supplemented or otherwise modified, the “XXXX”), (ii) the Debtors’ wages, compensation, and benefit programs that relate to any “insider” as that term is defined in section 101(31) of the Bankruptcy Code and (iii) the assumption, rejection or other disposition of any of the Debtors’ existing employment agreements for insiders. Wages, compensation and benefit programs, other than the XXXX that do not relate to insiders shall be continued after the Effective Date and the Supporting Creditors shall support assumption of non-insider employment agreements, in each case unless otherwise agreed by the Debtors and the Required Supporting Creditors and subject to the satisfaction and consent of the Required Supporting Creditors (such consent not to be unreasonably withheld) following receipt and analysis by the Required Supporting Creditors and their advisors of satisfactory information from the Company regarding such programs, which information the Company shall provide as promptly as practicable.
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Transaction Structure The Restructuring Transactions and related transactions shall be structured in a tax efficient manner for the Debtors and the Consenting Creditors in accordance with the Plan and Plan Supplement. Insurance The Debtors shall continue to satisfy their surety bonds and insurance policies in full (including any D&O Liability Insurance Policies, including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto) and continue such programs in the ordinary course of business. Each of the Debtors’ surety bonds and insurance policies, and any agreements, documents, or instruments relating thereto shall be treated as executory contracts under the Plan. Unless otherwise provided in the Plan, on the Plan Effective Date: (a) the Debtors shall be deemed to have assumed all such surety bonds and insurance policies and any agreements, documents, and instruments relating to coverage of all insured Claims; and (b) such surety bonds and insurance policies and any agreements, documents, or instruments relating thereto shall revest in the applicable Reorganized Debtor(s). D&O Insurance Each D&O Liability Insurance Policy (including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto) shall be deemed assumed without the need for any further notice to or action, order, or approval of the Bankruptcy Court, as of the Plan Effective Date, pursuant to section 365 of the Bankruptcy Code. The Debtors or the Reorganized Debtors, as applicable, shall not terminate or otherwise reduce the coverage under any D&O Liability Insurance Policy (including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto) in effect prior to the Plan Effective Date, and any current and former directors, officers, managers, and employees of the Debtors who served in such capacity at any time before or after the Plan Effective Date shall be entitled to the full benefits of any such policy for the full term of such policy regardless of whether such directors, officers, managers, and employees remain in such positions after the Plan Effective Date.
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Indemnification of Prepetition Directors, Officers, Managers, et al. Consistent with applicable law, each of the Debtors’ indemnification provisions in effect as of the Petition Date, whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, management, or indemnification agreements, employment contracts, or otherwise providing a basis for any obligation of a Debtor to indemnify, defend, reimburse, or limit the liability of, or to advance fees and expenses to, any of the Debtors’ current and former directors, officers, equityholders, managers, officers, members, employees, accountants, investment bankers, attorneys, other agents, and professionals of the Debtors, and such current and former directors’, officers’, and managers’ respective Affiliates (each of the forgoing solely in their capacity as such), as applicable, shall be assumed and reinstated and remain intact, irrevocable, and shall survive the effectiveness of the Restructuring on terms no less favorable to such current and former directors, officers, equityholders, managers, officers, members, employees, accountants, investment bankers, attorneys, other professionals, agents of the Debtors, and such current and former directors’, officers’, and managers’ respective Affiliates (each of the forgoing solely in their capacity as such), other agents and professionals of the Debtors, and such current and former directors’, officers’, and managers’ respective Affiliates than the indemnification provisions in place as of the Petition Date. Director, Officer, Manager, and Employee Tail Insurance Coverage The Debtors or the Reorganized Debtors, as applicable, shall not terminate or otherwise reduce the coverage under any D&O Liability Insurance Policy (including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto) in effect prior to the Effective Date, and any current and former directors, managers, officers, and employees of the Debtors who served in such capacity at any time before or after the Effective Date shall be entitled to the full benefits of any such policy for the full term of such policy regardless of whether such directors, managers, officers, and employees remain in such positions after the Effective Date. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, shall retain the ability to supplement such D&O Liability Insurance Policy as th...
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. TCEH DIP Financing The TCEH Debtors’ Chapter 11 Cases shall be funded with the proceeds of the TCEH DIP Financing and the Consenting TCEH First Lien Creditors consent to use of cash collateral and priming by the TCEH DIP Financing on the terms set forth in the TCEH Cash Collateral Order.
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Governance The board of directors for each of New JCP and the REIT (collectively, the “New Boards”) shall be determined or selected, as applicable, by the Required Consenting First Lien Lenders. Corporate governance documents for New JCP, the other Reorganized Debtors, and the REIT, including charters, bylaws, operating agreements, or other organization documents, as applicable (collectively, the “New Organizational Documents”), shall be consistent with section 1123(a)(6) of the Bankruptcy Code and shall otherwise be in form and substance reasonably acceptable to the Required Consenting First Lien Lenders. Substantially final forms of the New Organizational Documents shall be filed as part of the Plan Supplement prior to the date upon which the Bankruptcy Court enters the Confirmation Order.
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Governance The new board of directors of Reorganized Oasis (the “New Board”) shall consist of seven (7) members and shall include the Chief Executive Officer of Reorganized Oasis and six (6) additional members appointed by the Required Consenting Noteholders. The identities of directors on the New Board shall be set forth in the Plan Supplement to the extent known at the time of filing. Corporate governance for Reorganized Oasis, including charters, bylaws, operating agreements, or other organization documents, as applicable (the “New Organizational Documents”), shall be consistent with this Restructuring Term Sheet and section 1123(a)(6) of the Bankruptcy Code. The Required Consenting Noteholders will discuss and consider appointing the COO to the New Board.The COO shall waive any right to terminate his employment for “Good Reason” (as defined in his employment agreement) solely to the extent such right arises as a result of not being appointed to the New Board.
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. (g) the New Common Stock, New Warrants, and CVRs shall have been issued and distributed, and any Cash on hand at the HoldCos shall have been distributed, in accordance with the Plan; (h) the DIP Claims shall have been indefeasibly paid in full in Cash; (i) all actions, documents, certificates, and agreements necessary to implement the Plan (including any documents contained in the Plan Supplement) shall have been effected or executed and delivered to the required parties and, to the extent required, filed with the applicable Governmental Units, in accordance with applicable laws; (j) all professional fees and expenses of retained professionals that require the Bankruptcy Court’s approval shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been placed in a professional fee escrow account pending the Bankruptcy Court’s approval of such fees and expenses; and (k) all unpaid Restructuring Expenses and all amounts payable by the Debtors pursuant to the DIP Order, the Secured Creditor Settlement, and Section 8.01 of the Plan Support Agreement shall have been paid in full in cash. For the avoidance of doubt, unless otherwise specified herein, the conditions precedent to the Restructuring Transactions enumerated above shall apply to each Debtor on an individual basis, and the Effective Date for any individual Debtor may occur prior to the Effective Date of any other individual Debtor, provided that doing so is not otherwise inconsistent with the terms and conditions of this Plan Term Sheet or the Plan Support Agreement.
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Date shall include, in the case of Intelsat S.A., the proceeds of the New Term Loan and New Secured Notes provided for in the S.A. Unsecured Recovery. For example, if Envision has $10 and ICF has $5, then Envision’s pro rata share shall be 66.67% and ICF’s pro rata share shall be 33.33%. The following Allowed Professional Fee Claims and Restructuring Expenses shall be paid from the cash on hand at the Xxxxxxx Debtors on the Effective Date: (i) one hundred percent (100%) of Allowed Professional Fee Claims for estate professionals (i) retained by the Xxxxxxx Debtors’ Disinterested Directors and Managers, and (ii) retained by the Debtors exclusively for the benefit of the Xxxxxxx Debtors. (ii) one hundred percent (100%) of the Restructuring Expenses of the Xxxxxxx Ad Hoc Group, the Intelsat Xxxxxxx Crossover Ad Hoc Group, and the Xxxxxxx First Lien Noteholder Group; and (iii) seventy-seven percent (77%) of (i) Allowed Professional Fee Claims for estate professionals retained by the Debtors (other than any estate professionals for which the HoldCos are solely responsible for payment) and (ii) Allowed Professional Fee Claims for professionals retained by any official committee appointed in the Chapter 11 Cases. EXHIBIT A DEFINITIONS Term Definition 2021 Lux Senior Notes Those certain 7.75% senior notes due 2021, issued by LuxCo, in an aggregate principal amount of $2,000,000,000, pursuant to the Lux Multi Senior Notes Indenture. 2023 Xxxxxxx Senior Notes Those certain 5.50% senior notes due 2023, issued by Intelsat Xxxxxxx Holdings S.A., in an aggregate principal amount of $1,985,000,000, pursuant to the 2023 Xxxxxxx Senior Notes Indenture. 2023 Xxxxxxx Senior Notes Indenture That certain indenture, dated as of June 5, 2013, as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, for the 2023 Xxxxxxx Senior Notes, by and among Intelsat Xxxxxxx Holdings S.A., as issuer, certain of the Debtors, as guarantors, and U.S. Bank, National Association (as successor to Xxxxx Fargo Bank, National Association), as trustee. 2023 Lux Senior Notes Those certain 8.125% senior notes due 2023, issued by LuxCo, in an aggregate principal amount of $1,000,000,000, pursuant to the Lux Multi Senior Notes Indenture. 2024 Xxxxxxx Senior Notes Those certain 8.50% senior notes due 2024, issued by Xxxxxxx, in an original aggregate principal amount of $2,250,000,000, with a subsequent issuance in an aggregate principal amount of $700,000,0...
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Governance The Reorganized DNI Board on the Effective Date shall be comprised of seven (7) directors, which shall include Reorganized DNI’s Chief Executive Officer, and six (6) independent directors selected by the Specified Required Consenting Creditors, provided, that the Specified Required Consenting Creditors shall select the new directors in good faith consultation with Reorganized DNI’s Chief Executive Officer. Reorganized DNI shall execute a registration rights agreement on terms reasonably acceptable to Reorganized DNI and the Specified Required Consenting Creditors. Reorganized DNI Common Stock The New Common Stock will be registered under the Securities Exchange Act of 1934 on the Effective Date. Reorganized DNI shall use commercially reasonable efforts to cause the New Common Stock to be listed for trading on the New York Stock Exchange as soon as practicable after the Effective Date.
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Indemnification Obligations The Chapter 11 Plan and WHOA Plan shall contain provisions relating to the continuation of the Company Parties’ indemnity obligations set forth in the Company Parties’ organizational documents in a form acceptable to the Company Parties and the Required Consenting Creditors. New Management Incentive Plan The Chapter 11 Plan will provide that the Reorganized DNI Board shall, within 90 days of the Effective Date, implement the New Management Incentive Plan or as soon as reasonably practicable thereafter, provided, that 6% of the New Common Stock, on a fully diluted basis, shall be reserved for issuance in connection with the New Management Incentive Plan.
