Plan Term Sheet. INTRODUCTION This Chapter 11 Plan Term Sheet (this “Plan Term Sheet”)1 describes the financial restructuring of Windstream Holdings, Inc. (and, together with its debtor subsidiaries, the “Debtors”). This Plan Term Sheet is being agreed to in connection with the Debtors’ and the Consenting Creditors’ entry into that certain Plan Support Agreement, dated as of March 2, 2020 (as may be further amended, supplemented or modified pursuant to the terms thereof, the Plan Support Agreement”),2 to which this Plan Term Sheet is attached as Exhibit A. Pursuant to the Plan Support Agreement, the Debtors and the Consenting Creditors have agreed to support the transactions contemplated therein and herein. This Plan Term Sheet does not include a description of all of the terms, conditions, and other provisions that are to be contained in the Definitive Documents, which remain subject to negotiation and completion in accordance with the Plan Support Agreement and applicable law. The Definitive Documents will not contain any terms or conditions that are inconsistent with this Plan Term Sheet or the Plan Support Agreement. This Plan Term Sheet incorporates the rules of construction as set forth in section 102 of the Bankruptcy Code.
Plan Term Sheet. The Plan Term Sheet is incorporated herein by reference and is made part of this Agreement. Capitalized terms used herein without definition shall have the meanings ascribed to any such terms in the Plan Term Sheet. The general terms and conditions of the Restructuring are set forth in the Plan Term Sheet; provided, however, that the Plan Term Sheet is supplemented by the terms and conditions of this Agreement. In the event the terms and conditions as set forth in the Plan Term Sheet and this Agreement are inconsistent, the terms and conditions as set forth in the Plan Term Sheet shall govern.
Plan Term Sheet. The Plan Term Sheet is incorporated herein by reference and is made part of this Agreement. Each of the Debtors and the Consenting Noteholders has reviewed, or has had the opportunity to review, the Plan Term Sheet and, by signing below, agrees and acknowledges that it is acceptable to and is approved by such Debtor or Consenting Noteholder. Capitalized terms used herein without definition shall have the meanings ascribed to any such terms in the Plan Term Sheet, and capitalized terms used in the Plan Term Sheet without definition shall have the meanings ascribed to any such terms in this Agreement. The general terms and conditions of the Restructuring are set forth in the Plan Term Sheet; provided, however, that the Plan Term Sheet is supplemented by the terms and conditions of this Agreement. In the event of any inconsistencies between the terms of this Agreement and the Plan Term Sheet, the Plan Term Sheet shall govern.
Plan Term Sheet. January 23, 2019 This term sheet (the “Term Sheet”) sets forth certain of the principal terms for the propose d restructuring (the “Restructuring”) for FirstEnergy Solutions Corp. (“FES”) and its subsidiarie s, and FirstEnergy Nuclear Operating Company (“FENOC”) (each a “De btor” and, collectively, the “Debtors”) that have commenced cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code ”) in the United States Bankruptcy Court for the Northern District of Ohio (the “Bankruptcy Court”) on March 31, 2018 (the “Petition Date ”). The Restructuring contemplated herein shall be implemented pursuant to a proposed joint chapter 11 plan of reorganization for the Debtors (the “Plan”). Consistent with the Debtors’ exclusive right to file the Plan pursuant to section 1121 of the Bankruptcy Code, the Debtors shall be the proponents of the Plan. This Term Sheet does not include a description of all of the terms, conditions and other provisions that are to be contained in the definitive documentation necessary for the consummation of the Plan and the transactions to be contemplated therein, which will remain subject to discussion and negotiation in good faith among the Debtors and the following parties: (i) members of the ad hoc group (the “Ad Hoc Note holder Group”) consisting of the holders of the majority in aggregate amount of (a) certain secured pollution control revenue bonds supported by notes (the claims arising under such notes, the “Secured PCN Claims”) issued by Debtors FirstEnergy Generation, LLC (“FG”) and FirstEnergy Nuclear Generation, LLC (“NG”), (b) certain unsecured pollution control revenue bonds supported by notes (the claims arising under such notes, the “Unsecured PCN Claims” and, together with the Secured PCN Claims, the “PCN Claims”) issued by FG and NG, and (c) certain unsecured notes issued by FES (the claims arising under such notes, the “FES Notes Claims”); (ii) members of the ad hoc group (the “Xxxxxxxxx Xx rtificateholders Group”) of certain holders of pass-through certificates issued in connection with the leveraged lease transaction for Xxxx 0 of the Xxxxx Xxxxxxxxx Power Plant (the claims arising under such certificates, the “Mansfie ld PTC Claims and together with the Unsecured PCN Claims and FES Note Claims, the “Unsecured Bond Claims”); (iii) certain holders (or advisors or managers thereof) of (a) unsecured claims against FES arising from the rejection of certain power purchase agre...
Plan Term Sheet. The Plan Term Sheet is expressly incorporated herein and is made part of this Agreement. The general terms and conditions of the modifications to the Existing Plan are set forth in the Plan Term Sheet; provided, however, the Plan Term Sheet is supplemented by the terms and conditions of this Agreement. In the event of any inconsistency between the terms of this Agreement and the Plan Term Sheet, the conflicting term of the Plan Term Sheet shall control and govern subject to the terms of Section 6.03.
Plan Term Sheet. This Plan Term Sheet (together with the exhibits and schedules attached hereto, as each may be amended, restated, supplemented, or otherwise modified from time to time, the “Term Sheet”) describes a proposed chapter 11 plan of reorganization(“Plan”) for Scottish Holdings, Inc. (“SHI”) and Scottish Annuity & Life Insurance Company (Cayman) Ltd. (“SALIC”), and together with XXX, the “Debtors”). This term sheet should be read in conjunction with the proposed bid submitted by Hildene Re Holdings, LLC, a Delaware Limited Liability Company (the “Purchaser”), which contains that certain stock purchase agreement (together with all exhibits, schedules, and other ancillary documents, as each may be amended, restated, supplemented, or otherwise modified from time to time, in accordance with the terms thereof, the “Stock Purchase Agreement”), to which this term sheet is an exhibit. This term sheet uses the proposed chapter 11 plan found at docket number 213 (“Filed Plan”) as a basis to describe the transactions proposed in this Term Sheet and such Filed Plan will have to be modified to reflect the terms of this Term Sheet or as otherwise agreed to between the Parties. Capitalized terms used herein but not defined are ascribed the meanings set forth in the Filed Plan. THIS TERM SHEET SHALL NOT CONSTITUTE AN ADMISSION BY ANY PERSON OR ENTITY, AND IS NOT INTENDED TO AND DOES NOT CREATE ANY LEGAL OR EQUITABLE OBLIGATIONS ON ANY PARTY. THIS TERM SHEET HAS BEEN PRODUCED IN CONNECTION WITH SETTLEMENT DISCUSSIONS AND IS SUBJECT TO THE PROVISIONS OF RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND OTHER SIMILAR APPLICABLE STATE AND FEDERAL RULES. THIS TERM SHEET IS NOT AN OFFER OR A SOLICITATION WITH RESPECT TO ANY SECURITIES OF ANY PARTY OR WITH RESPECT TO A CHAPTER 11 PLAN OF THE DEBTORS. ANY SUCH OFFER OR SOLICITATION SHALL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE AND WILL BE SUBJECT TO THE FINALIZATION OF A CHAPTER 11 PLAN AND ACCOMPANYING DISCLOSURE STATEMENT. CHAPTER 11 PLAN TERM SHEET OVERVIEW
Plan Term Sheet. This Plan Term Sheet, which is Exhibit C to the Settlement and Plan Support Agreement dated October 18, 2024 (the “PSA”), by and among the Debtor, Carrier, the Committee, and the MDL PEC (each, a “Settling Party” and, collectively, the “Settling Parties”), describes certain proposed terms of the Debtor’s Plan, which shall be consistent with the terms of this Plan Term Sheet, the PSA, and the exhibits and schedules annexed hereto and thereto and shall implement, among other things, the Estate Claims Settlement. This Plan Term Sheet incorporates the rules of construction set forth in section 102 of the Bankruptcy Code. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Exhibit A, Glossary of Defined Terms.
Plan Term Sheet. August 6, 2009 The following is a summary (the “Plan Term Sheet”) of certain indicative terms of a proposed plan of reorganization (the “Plan”) for the Company (as defined below). The transactions contemplated by this Plan Term Sheet are subject to further terms and conditions to be set forth in the Plan and other definitive documents. This Plan Term Sheet is the result of extensive, good faith, arm’s-length discussions between the Company and Persistency (as defined below) to settle and resolve the Company’s obligations to its creditors, and is entitled to protection from any use or disclosure to any party or person pursuant to Federal Rule of Evidence 408 and any other rule of similar import, as well as the common interest, confidentiality and non-disclosure agreements previously entered into between the Company and certain of its creditors receiving copies of this Plan Term Sheet. This Plan Term Sheet and the information contained herein are strictly confidential. This Plan Term Sheet does not constitute an offer of securities or a solicitation of offers to purchase securities, nor is it an offer or solicitation for any chapter 11 plan, and is being presented for discussion and settlement purposes only. This Plan Term Sheet does not create or impose any commitment or obligation, express or implied, on any party in any respect regarding a definitive agreement or otherwise. Any such binding agreement or commitment between the parties would result only, following the completion of due diligence review by Persistency, from the execution and delivery by each party of a definitive agreement, when and if executed and delivered, containing such terms and conditions satisfactory to the parties regarding the implementation of the Plan Term Sheet (a “Plan Support and Lock-Up Agreement”). No party shall have any obligation, express or implied, to negotiate with respect to the transactions contemplated by this term sheet or to negotiate or enter into any definitive agreement.
Plan Term Sheet. This Term Sheet,1 which is Exhibit A to the Restructuring Support Agreement, describes the proposed terms of the Restructuring. The Debtors will implement the Restructuring through a plan of reorganization under chapter 11 of the Bankruptcy Code, which shall be consistent with the terms of this Term Sheet and the Restructuring Support Agreement (as it may be amended or supplemented from time to time in accordance with the terms of the Restructuring Support Agreement, the “Plan”). This Term Sheet incorporates the rules of construction set forth in section 102 of the Bankruptcy Code. This Term Sheet does not include a description of all of the terms, conditions, and other provisions that are to be contained in the Definitive Restructuring Documents, which remain subject to discussion and negotiation in accordance with the Restructuring Support Agreement. The Definitive Restructuring Documents will contain terms and conditions that are dependent on each other, including those described in this Term Sheet.
Plan Term Sheet. This restructuring term sheet (the “Restructuring Term Sheet”) is part of, and will be attached to, the Restructuring Support Agreement (the “RSA”) and describes the terms of the proposed restructuring (the “Restructuring”). The Debtors will implement the Restructuring through a plan of reorganization under chapter 11 of the Bankruptcy Code, which shall be consistent with the terms of this Restructuring Term Sheet and the RSA (as it may be amended or supplemented from time to time in accordance with the terms of the RSA, the “ Plan”). This Restructuring Term Sheet incorporates the rules of construction set forth in section 102 of the Ba nkruptcy Code. All capitalized terms not defined herein shall have the meanings ascribed to them in the RSA. This Restructuring Term Sheet does not include a description of all of the terms, conditions, and other provisions that are t o be contained in the Plan and the related definitive documentation governing the Restructuring, which shall be consistent with the terms and c onditions hereof and otherwise in form and substance acceptable to the Debtors and the Consenting Creditors. I. OVERVIEW Company 24 Hour Holdings I Corp. (“Non-Debtor Topco”), 24 Hour Holdings II LLC (“Parent”), 24 Hour Fitness Worldwide, Inc., 00 Xxxx Xxxxxxx Xxxxxx Xxxxxx, Inc., 24 Hour Fitness USA, Inc., 24 Hour Fitness Holdings LLC, RS FIT Holdings LLC, 24 San Francisco LLC, 24 New York LLC, 24 Denver LLC, RS FIT CA LLC, and RS FIT NW LLC, as debtors and debtors -in-possession (collectively, but excluding Non-Debtor Topco and Parent, the “Parent Subsidiaries” and, the Parent Subsidiaries together with Parent, the “Debtors” and, after the Effective Date, the Debtors, together with any top-level holding entity directly or indirectly holding the assets or equity interests of the Debtors (the “Reorganized Parent”), the “Reorganized Company”). Consenting Creditors The certain ad hoc group of holders (the “Ad Hoc Group”) of (i) the majority of the DIP Loans, (ii) the majority of the Secured Loan Claims (as defined below), and (iii) a majority of Senior Notes Claims (as defined below), in each case who execute the RSA. DIP Loans The obligations of the Debtors for a $500,000,000 term loan facility (the “DIP Loans”) under that certain Superpriority Senior Secured Debtor-in-Possession Credit Agreement, effective as of June 17, 2020 (the “DIP Facility”), among the Debtors and the lenders party thereto (the “DIP Lenders”).
