Restructuring Term Sheet. The Restructuring Term Sheet is expressly incorporated herein by reference and made part of this Agreement as if fully set forth herein. The Restructuring Term Sheet sets forth the material terms and conditions of the Restructuring; provided, however, the Restructuring Term Sheet is supplemented by the terms and conditions of this Agreement.
Restructuring Term Sheet. This term sheet (this “Restructuring Term Sheet”) contains certain material terms and conditions of the proposed restructuring (the “Restructuring Transactions”) of CalAmp Corp. (“CalAmp”), CalAmp Wireless Networks Corporation (“CWNC”), LoJack Global LLC (“LoJack”), and Synovia Solutions, LLC (“Synovia”, and collectively with CalAmp, CWNC and LoJack, the “Company” or the “Debtors”).1 This Restructuring Term Sheet does not address all terms, conditions or other provisions that would be required in connection with the Restructuring Transactions or that will be set forth in the Plan.2 THIS RESTRUCTURING TERM SHEET IS NOT AN OFFER, ACCEPTANCE OR SOLICITATION WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER, ACCEPTANCE OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE LAW, INCLUDING SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, DEEMED BINDING ON ANY OF THE PARTIES HERETO. THIS RESTRUCTURING TERM SHEET IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE COMPANY, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERS. ACCORDINGLY, THIS RESTRUCTURING TERM SHEET IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS. THIS RESTRUCTURING TERM SHEET IS PROVIDED IN CONFIDENCE. NEITHER THIS RESTRUCTURING TERM SHEET, NOR THE FACT THAT IT EXISTS OR THE TERMS HEREOF, MAY BE SHARED WITH ANY PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE COMPANY, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERS AND THEIR RESPECTIVE LEGAL ADVISORS. THIS RESTRUCTURING TERM SHEET DOES NOT CREATE A DUTY TO NEGOTIATE IN GOOD FAITH TOWARD DEFINITIVE DOCUMENTATION AND SHALL NOT BE RELIED UPON BY ANY PERSON AS THE BASIS FOR ANY LIABILITY OR THE BASIS FOR A CONTRACT BY ESTOPPEL OR OTHERWISE.
Restructuring Term Sheet. The terms and conditions of the Restructuring Transaction are set forth in the Restructuring Term Sheet. In the event of any inconsistencies between the terms of this Agreement and the Restructuring Term Sheet, the terms of the Restructuring Term Sheet shall govern.
Restructuring Term Sheet. The Restructuring Term Sheet sets forth the material terms and conditions of the Restructuring; provided, however, the Restructuring Term Sheet is supplemented by the terms and conditions of this Agreement. The Restructuring Term Sheet is expressly incorporated herein by reference and made part of this Agreement as if fully set forth herein, and any reference herein to “this Agreement” (except for references to “this Agreement” set forth in (i) the first sentence of this Section 1 and (ii) Section 11) shall be deemed to include the Restructuring Term Sheet.
Restructuring Term Sheet. As the Joint Offeror Cooperation Arrangement (being: (a) the cancellation of the Founder Scheme Shares in consideration for the Founder Cancellation Consideration; (b) the entry by the relevant members of the Founder Group, CVC Holdco and/or EquityCo into the Consortium Agreement and Shareholders' Agreement; and (c) the Restructuring) is not offered to all Shareholders (and is only offered to the members of the Founder Group, such that, after the Effective Date and the completion of the Restructuring, the Founder Group may continue to retain management control over, contribute to, participate in potential distributions of, and potentially benefit from non-guaranteed increase in value of the Offeror Group, while at the same time bearing risk of a potential fall in value, potential losses, or potential streams of negative cash flows of, or potential need for additional capital injection into the Offeror Group, resulting from undesirable performance or adverse market conditions, amongst other factors), the Joint Offeror Cooperation Arrangement requires the consent of the Executive under Note 3 to Rule 25 of the Takeovers Code, and the Offeror will make an application for consent to the Executive. The Proposal and the Scheme are therefore subject to:
Restructuring Term Sheet. This is a non-binding illustrative term sheet intended for the purpose of outlining the principal terms of a potential restructuring of certain debt obligations set forth below. Any final agreement is subject to execution of definitive documentation that is mutually acceptable to the parties. This term sheet is intended solely to facilitate discussions and is a confidential settlement communication which may not be relied upon or introduced into evidence in any legal proceeding. All transactions contemplated by this term sheet are intended to effect, and are necessary components of, the waiver and release of all claims, counter-claims and causes of actions asserted or that could have been asserted in the action captioned Travelport Limited v. Computershare Trust Company, N.A., No. 11-7704 (S.D.N.Y.). The refinancing and restructuring of Travelport LLC’s debt in connection with this waiver and release includes: • the repayment of the $175 million 1.5 Lien Term Loan and partial repayment of the Sr. Notes with the proceeds of the Tranche 1 Loans (as defined below); • the exchange of the Sr. Notes remaining after the repayment above for New Fixed Rate and/or Floating Rate Senior Exchange Notes; • the option of the existing holders of the Sr. Notes to subscribe for new Tranche 1 Loans; • the exchange of the $225 million Series B 2nd Lien Notes for new Tranche 2 Loans (as defined below); • the consent of the holders of the Sr. Notes and Subordinated Notes to the settlement and related transactions; and • conversion of the Holdco Tranche A and Tranche B PIK loans into 78% of the equity of Travelport Worldwide Limited on a fully diluted basis and in the case of the Holdco Tranche A loans, $25 million of new subordinated notes. Facility / Instrument Terms $175 million 1.5 Lien Term Loan (L+950) due November 2015 • Refinancing: Total outstanding principal amount of $175 million plus the 3.00% early repayment premium ($5.3 million) will be refinanced with proceeds of the Tranche 1 Second Priority Senior Secured Loans (the “Tranche 1 Loans”)
Restructuring Term Sheet. This term sheet (this “Term Sheet”) outlines the principal terms of a restructuring of the 0.75% Convertible Senior Notes due 2025 issued by Luckin Coffee Inc. (in Provisional Liquidation) (the “Existing Notes”, the “Issuer”) under that certain Indenture dated as of January 14, 2020 (the “Indenture”) by and between the Issuer and the Bank of New York Mellon, as trustee (the “Trustee”). This Term Sheet has been produced without prejudice for discussion and settlement purposes only and is subject to the provisions of Rule 408 of the Federal Rules of Evidence and other applicable local, state and federal rules. This Term Sheet does not purport to summarize all of the terms, conditions, representations, warranties and other provisions that may be contained in the fully negotiated and definitive documentation necessary to implement the proposed restructuring of the Existing Notes (the “Restructuring”). No binding obligations will be created with respect to the Restructuring unless and until each applicable party obtains all necessary approvals, binding definitive agreements are executed and delivered by all applicable parties and the Scheme Effective Date (as defined below) has occurred. Capitalized terms used but not otherwise defined in this Term Sheet shall have the meanings ascribed to such terms in the Restructuring Support Agreement dated as of March 16, 2021 by and among the Issuer, the JPLs (as defined below) and the other parties signatory thereto. Summary of the terms of the New Notes Issuer Luckin Coffee Inc. (in Provisional Liquidation) (the “Company”) New Notes 9.00% One-Year Senior Secured Notes (“New Notes A”); provided, however, that for the avoidance of doubt, the New Notes A will not be issued if the New Notes A Replacement (as defined below) has occurred
Restructuring Term Sheet. The Borrower will deliver to the Administrative Agent a term sheet reflecting the proposed terms of a restructuring of the Senior Notes, the Bridge Note and the Second Lien Note on or prior to May 7, 2021.
Restructuring Term Sheet. INTRODUCTION This restructuring term sheet (this “Restructuring Term Sheet”)(5) describes the terms of a restructuring of the GenOn Energy, Inc. (“GenOn”), GenOn Americas Generation, LLC (“GAG”), and certain of their directly and indirectly-owned subsidiaries listed on Exhibit 4 (collectively, the “Debtors” and, such restructuring, the “Restructuring”) through cases that will be filed under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court in which the Chapter 11 cases are commenced (the “Bankruptcy Court”). The Debtors will implement the Restructuring through a plan of reorganization (as it may be amended or supplemented from time to time, including all exhibits, schedules, supplements, appendices, annexes and attachments thereto, the “Plan”), which shall be consistent with the terms of this Restructuring Term Sheet and the Restructuring Support Agreement, under chapter 11 of the Bankruptcy Code. This Restructuring Term Sheet incorporates the rules of construction set forth in section 102 of the Bankruptcy Code. The governing documents with respect to the Restructuring will contain terms and conditions that are dependent on each other, including those described in this Restructuring Term Sheet. This Restructuring 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 governing the Restructuring. The Restructuring will not contain any material
Restructuring Term Sheet. 4.01. The Restructuring Term Sheet is expressly incorporated herein by reference and made a part of this Agreement as if fully set forth herein. The terms and conditions of the Restructuring Transactions are set forth in the Restructuring Term Sheet; provided that the Restructuring Term Sheet is supplemented by the terms and conditions of this Agreement and the applicable Definitive Documents implementing the Restructuring Transactions. In the event of any inconsistencies between the terms of this Agreement and the Restructuring Term Sheet, the Restructuring Term Sheet shall govern.
