Common use of Restructuring Term Sheet Clause in Contracts

Restructuring Term Sheet. This term sheet (the “Restructuring Term Sheet”) sets forth the principal terms of the Restructuring Transactions and certain related transactions concerning the Company Parties agreed to by the Consenting Creditors and the Company Parties. This Restructuring Term Sheet does not contain a complete list of all terms and conditions of the potential transactions described herein. This Restructuring Term Sheet has been produced for discussion and settlement purposes only. Accordingly, this Restructuring Term Sheet and the information contained herein are entitled to protection from any use or disclosure to any party or person pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable rule, statute, or doctrine of similar import protecting the use or disclosure of confidential settlement discussions. This Restructuring Term Sheet is confidential and subject to applicable confidentiality provisions and agreements. The Restructuring Transactions contemplated under this Restructuring Term Sheet will be implemented pursuant to the Restructuring Support Agreement and the agreed upon restructuring Plan (תוכנית הסדר), filed concurrently or immediately after execution of the Restructuring Support Agreement, as well as all other ancillary agreements and documents, and of any other completion of definitive documents, incorporating the terms set forth herein and the closing of any restructuring shall be subject to the terms and conditions set forth in such agreed and executed definitive documents. The regulatory, tax, accounting, and other legal and financial matters and effects related to the Restructuring Transactions, or any related restructuring or similar transaction have not been fully evaluated and any such evaluation may affect the terms and structure of any Restructuring Transactions or related transactions. Capitalized terms used but otherwise not defined herein shall have the meaning ascribed to such terms in the Restructuring Support Agreement. THIS RESTRUCTURING TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN, IT BEING UNDERSTOOD THAT SUCH AN OFFER OR SOLICITATION, IF ANY, WILL BE MADE ONLY IN COMPLIANCE WITH APPLICABLE LAW. Implementation The restructuring will be implemented through: 1. the concurrent or substantially concurrent (i) execution of the Restructuring Support Agreement and (ii) commencement by the Company of debt arrangement proceedings pursuant to Part 10 to the Israeli Insolvency and Financial Rehabilitation Law, 2018 in the District Court of Beer Sheba (the “Israeli Debt Arrangement Proceedings”); and 2. thereafter, the commencement (i) by Gamida Inc. of a case under chapter 15 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court” and, such case, the “Chapter 15 Case”) and, as necessary, (ii) any Parallel Proceedings. The Restructuring Transactions will be subject to and carried-out in accordance with the terms and conditions of the Definitive Documents, the Restructuring Support Agreement (including the exhibits thereto), and the consent requirements set forth in each of the foregoing. The Restructuring Transactions will be effectuated pursuant to a plan of arrangement to be filed on or immediately after the Agreement Effective Date and to be approved by the competent court under the Israeli Debt Arrangement Proceedings (the “Restructuring Plan”), followed by (i) recognition of the Israeli Debt Arrangement Proceedings and Restructuring Plan in the Chapter 15 Case, and (ii) any additional relief in any other Parallel Proceeding in order to effectuate the Restructuring Transactions. Following entry by the Israeli Court of the Confirmation Order, and after the occurrence of the other events specified in the definition of the Plan Effective Date, the Restructuring Plan shall be effective on or before the Plan Effective Date (as defined below). The Restructuring Plan will be carried out subject to the timeline contemplated by the other milestones set forth in this Restructuring Term Sheet, subject in each case (other than with respect to the Plan Effective Date) to reasonable extensions solely in order to accommodate the respective Israeli Court’s schedule or Bankruptcy Court’s schedule as necessary, and as consented to by the Consenting Creditors (the “Milestones”), provided, that, the Parties shall negotiate in good faith in connection with any additional funding needs of the Company as a result of the extension of any Milestones.

Restructuring Term Sheet. 1 Terms used herein but defined shall have the meaning ascribed to them in the Restructuring Support Agreement. This term sheet Restructuring Term Sheet, which is Exhibit A to a Restructuring Support Agreement dated March 13, 2020 (the “Restructuring Term SheetSupport Agreement”), by and among Internap Corporation and certain of its affiliates and subsidiaries (collectively, the “Company” or the “Debtors”) sets forth and the principal Consenting Lenders, describes the proposed terms of the Company’s restructuring (the “Restructuring”). The Company will implement the Restructuring Transactions and certain related transactions concerning the Company Parties agreed to by the Consenting Creditors and the Company Parties. This Restructuring Term Sheet does not contain through a complete list prepackaged plan of all terms and conditions reorganization under chapter 11 of the potential transactions described herein. This Restructuring Term Sheet has been produced for discussion and settlement purposes only. AccordinglyBankruptcy Code, which shall be consistent with the terms of this Restructuring Term Sheet and the information contained herein are entitled to protection from any use or disclosure to any party or person pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable rule, statute, or doctrine of similar import protecting the use or disclosure of confidential settlement discussions. This Restructuring Term Sheet is confidential and subject to applicable confidentiality provisions and agreements. The Restructuring Transactions contemplated under this Restructuring Term Sheet will be implemented pursuant to the Restructuring Support Agreement and (as it may be amended or supplemented from time to time in accordance with the agreed upon restructuring Plan (תוכנית הסדר), filed concurrently or immediately after execution terms of the Restructuring Support Agreement, as well as all other ancillary agreements the “Plan”), in voluntary chapter 11 cases (the “Chapter 11 Cases”) to be commenced in the Bankruptcy Court. This 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 the Restructuring Support Agreement and documentsin Annex 1 hereto. Debtors Internap Corporation (“INAP”), Datagram LLC, Hosting Intellect LLC, Internap Connectivity LLC, SingleHop LLC, Ubersmith, Inc., and Internap Technology Solutions Inc. Summary Subject in all respects to and as provided by the other terms of any other completion of definitive documents, incorporating the terms set forth herein this Restructuring Term Sheet and the closing Restructuring Support Agreement, the Debtors will restructure their funded debt obligations by, among other things: (i) the contribution by the DIP Lenders of any restructuring a $75 million DIP Facility, $70 million of which will consist of new money and $5 million of which will consist of rolled up New Incremental Loans from the New Incremental Facility; (ii) conversion of the DIP Facility into the Priority Exit Facility; (iii) entry into the New Term Loan Facility, junior in priority to the Priority Exit Facility; (iv) equitization of the Allowed Loan Claims into New Term Loans and New Common Stock; and (vi) distribution of New Warrants to Holders of Existing Equity Interests who grant releases as described below. Implementation The Debtors will effectuate the Restructuring through the Chapter 11 Cases and confirmation of the Plan, which shall be consistent with this Restructuring Term Sheet and subject to the terms and conditions set forth in such agreed and executed definitive documents. The regulatory, tax, accounting, and other legal and financial matters and effects related to the Restructuring Transactions, or any related restructuring or similar transaction have not been fully evaluated and any such evaluation may affect the terms and structure of any Restructuring Transactions or related transactions. Capitalized terms used but otherwise not defined herein shall have the meaning ascribed to such terms in the Restructuring Support Agreement. THIS RESTRUCTURING TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN, IT BEING UNDERSTOOD THAT SUCH AN OFFER OR SOLICITATION, IF ANY, WILL BE MADE ONLY IN COMPLIANCE WITH APPLICABLE LAW. Implementation The restructuring will be implemented through: 1. the concurrent or substantially concurrent (i) execution of the Restructuring Support Agreement and (ii) commencement by the Company of debt arrangement proceedings pursuant to Part 10 to the Israeli Insolvency and Financial Rehabilitation Law, 2018 in the District Court of Beer Sheba (the “Israeli Debt Arrangement Proceedings”); and 2. thereafter, the commencement (i) by Gamida Inc. of a case under chapter 15 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court” and, such case, the “Chapter 15 Case”) and, as necessary, (ii) any Parallel Proceedings. The Restructuring Transactions will be subject to and carried-out in accordance with the terms and conditions of the Definitive Documents, the Restructuring Support Agreement (including the exhibits thereto), and the consent requirements set forth in each of the foregoing. The Restructuring Transactions will be effectuated pursuant to a plan of arrangement to be filed on or immediately after the Agreement Effective Date and to be approved by the competent court under the Israeli Debt Arrangement Proceedings (the “Restructuring Plan”), followed by (i) recognition of the Israeli Debt Arrangement Proceedings and Restructuring Plan in the Chapter 15 Case, and (ii) any additional relief in any other Parallel Proceeding in order to effectuate the Restructuring Transactions. Following entry by the Israeli Court of the Confirmation Order, and after the occurrence of the other events specified in the definition of the Plan Effective Date, the Restructuring Plan shall be effective on or before the Plan Effective Date (as defined below). The Restructuring Plan will be carried out subject to the timeline contemplated by the other milestones set forth in this Restructuring Term Sheet, subject in each case (other than with respect to the Plan Effective Date) to reasonable extensions solely in order to accommodate the respective Israeli Court’s schedule or Bankruptcy Court’s schedule as necessary, and as consented to by the Consenting Creditors (the “Milestones”), provided, that, the Parties shall negotiate in good faith in connection with any additional funding needs of the Company as a result of the extension of any Milestones.

Restructuring Term Sheet. This term sheet (this “Term Sheet”)1 summarizes the “Restructuring Term Sheet”) sets forth the principal terms of the Restructuring Transactions and certain related transactions concerning the Company Parties agreed to by the Consenting Creditors and the Company Parties. This Restructuring Term Sheet does not contain a complete list of all material terms and conditions of restructuring and recapitalization transactions regarding FTS International, Inc., FTS International Services, LLC, and FTS International Manufacturing, LLC (collectively, the potential transactions “Debtors,” and such restructuring, the “Restructuring”). The Restructuring will be accomplished through the Debtors commencing 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 Southern District of Texas (the “Bankruptcy Court”) to implement a prepackaged chapter 11 plan of reorganization described hereinherein (the “Plan”). This Restructuring Term Sheet has been produced is being agreed to in connection with that certain Second Amended & Restated Restructuring Support Agreement, dated as of August 22, 2020 (the “RSA”), to which this Term Sheet is attached as Exhibit B, by and among the Debtors and certain Consenting Creditors parties thereto from time to time. Pursuant to the RSA, the parties thereto have agreed to support the transactions contemplated therein and herein; provided that in the event of any inconsistency between this Term Sheet and the RSA, the RSA shall control in all respects. This summary is being presented for discussion and settlement purposes only. Accordinglypurposes, this Restructuring Term Sheet and the information contained herein are is entitled to protection from any use or disclosure to any party or person pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable rule, statute, or doctrine rule of similar import protecting the use or disclosure of confidential settlement discussionsimport. This Restructuring Term Sheet is confidential 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, which remain subject to negotiation and completion in accordance with the RSA and applicable confidentiality law; provided that such terms, conditions, and other provisions shall be consistent with the Term Sheet and agreementsRSA and otherwise acceptable to the Consenting Creditors. The Restructuring Transactions contemplated under will not contain any material terms or conditions that are inconsistent in any material respect with this Restructuring Term Sheet will be implemented pursuant to or the Restructuring Support Agreement and the agreed upon restructuring Plan (תוכנית הסדר), filed concurrently or immediately after execution of the Restructuring Support Agreement, as well as all other ancillary agreements and documents, and of any other completion of definitive documents, incorporating the terms set forth herein and the closing of any restructuring shall be subject to the terms and conditions set forth in such agreed and executed definitive documentsRSA. The regulatory, tax, accounting, and other legal and financial matters and effects related to the Restructuring Transactions, or any related restructuring or similar transaction have not been fully evaluated and any such evaluation may affect the terms and structure of any Restructuring Transactions or related transactions. 1 Capitalized terms used but not otherwise not defined herein shall in this Term Sheet have the meaning meanings ascribed to such terms as set forth on Exhibit A attached hereto or the RSA, as applicable; provided that in the Restructuring Support Agreement. THIS RESTRUCTURING TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN, IT BEING UNDERSTOOD THAT SUCH AN OFFER OR SOLICITATION, IF ANY, WILL BE MADE ONLY IN COMPLIANCE WITH APPLICABLE LAW. Implementation The restructuring will be implemented through: 1. event of any inconsistency between this Term Sheet and the concurrent or substantially concurrent (i) execution of the Restructuring Support Agreement and (ii) commencement by the Company of debt arrangement proceedings pursuant to Part 10 to the Israeli Insolvency and Financial Rehabilitation Law, 2018 in the District Court of Beer Sheba (the “Israeli Debt Arrangement Proceedings”); and 2. thereafterRSA, the commencement (i) by Gamida Inc. of a case under chapter 15 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as amended, the “Bankruptcy Code”) RSA shall control in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court” and, such case, the “Chapter 15 Case”) and, as necessary, (ii) any Parallel Proceedings. The Restructuring Transactions will be subject to and carried-out in accordance with the terms and conditions of the Definitive Documents, the Restructuring Support Agreement (including the exhibits thereto), and the consent requirements set forth in each of the foregoing. The Restructuring Transactions will be effectuated pursuant to a plan of arrangement to be filed on or immediately after the Agreement Effective Date and to be approved by the competent court under the Israeli Debt Arrangement Proceedings (the “Restructuring Plan”), followed by (i) recognition of the Israeli Debt Arrangement Proceedings and Restructuring Plan in the Chapter 15 Case, and (ii) any additional relief in any other Parallel Proceeding in order to effectuate the Restructuring Transactions. Following entry by the Israeli Court of the Confirmation Order, and after the occurrence of the other events specified in the definition of the Plan Effective Date, the Restructuring Plan shall be effective on or before the Plan Effective Date (as defined below). The Restructuring Plan will be carried out subject to the timeline contemplated by the other milestones set forth in this Restructuring Term Sheet, subject in each case (other than with respect to the Plan Effective Date) to reasonable extensions solely in order to accommodate the respective Israeli Court’s schedule or Bankruptcy Court’s schedule as necessary, and as consented to by the Consenting Creditors (the “Milestones”), provided, that, the Parties shall negotiate in good faith in connection with any additional funding needs of the Company as a result of the extension of any Milestonesall respects.

Restructuring Term Sheet. This term sheet (this “Term Sheet”)1 summarizes the “Restructuring Term Sheet”) sets forth the principal terms of the Restructuring Transactions and certain related transactions concerning the Company Parties agreed to by the Consenting Creditors and the Company Parties. This Restructuring Term Sheet does not contain a complete list of all material terms and conditions of restructuring and recapitalization transactions regarding Xxxxx Incorporated, Xxxxx Industries, Inc., Xxxxx Partners Holdings Inc., Xxxxx Holdings, Inc. I, Milsco, LLC, Xxxxxx, LLC, Xxxxxxxxx Manufacturing Co., Inc., and Xxxxx International Holdings, Inc. (collectively, the potential transactions “Debtors,” and such restructuring, the “Restructuring”). The Restructuring will be accomplished through the Debtors commencing 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 Southern District of New York (the “Bankruptcy Court”) to implement a prepackaged chapter 11 plan of reorganization described hereinherein (the “Plan”). This Restructuring Term Sheet has been produced is being agreed to in connection with that certain Restructuring Support Agreement, dated as of June June 5, 2020 (the “RSA”), to which this Term Sheet is attached as Exhibit B, by and among the Debtors and certain Consenting Creditors (as defined in the RSA) parties thereto from time to time. Pursuant to the RSA, the parties thereto have agreed to support the transactions contemplated therein and herein; provided that in the event of any inconsistency between this Term Sheet and the RSA, the RSA shall control in all respects. This summary is being presented for discussion and settlement purposes only. Accordinglypurposes, this Restructuring Term Sheet and the information contained herein are is entitled to protection from any use or disclosure to any party or person pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable rule, statute, or doctrine Rule of similar import protecting the use or disclosure of confidential settlement discussionsimport. This Restructuring Term Sheet is confidential 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, which remain subject to negotiation and completion in accordance with the RSA and applicable confidentiality law; provided that such terms, conditions, and other provisions shall be consistent with the Term Sheet and agreementsRSA and otherwise acceptable to the First Lien Ad Hoc Group. The Restructuring Transactions contemplated under will not contain any material terms or conditions that are inconsistent in any material respect with this Restructuring Term Sheet will be implemented pursuant to or the Restructuring Support Agreement and the agreed upon restructuring Plan (תוכנית הסדר), filed concurrently or immediately after execution of the Restructuring Support Agreement, as well as all other ancillary agreements and documents, and of any other completion of definitive documents, incorporating the terms set forth herein and the closing of any restructuring shall be subject to the terms and conditions set forth in such agreed and executed definitive documentsRSA. The regulatory, tax, accounting, and other legal and financial matters and effects related to the Restructuring Transactions, or any related restructuring or similar transaction have not been fully evaluated and any such evaluation may affect the terms and structure of any Restructuring Transactions or related transactions. 1 Capitalized terms used but not otherwise not defined herein shall in this Term Sheet have the meaning meanings ascribed to such terms as set forth on Exhibit A attached hereto or the RSA, as applicable; provided that in the Restructuring Support Agreement. THIS RESTRUCTURING TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN, IT BEING UNDERSTOOD THAT SUCH AN OFFER OR SOLICITATION, IF ANY, WILL BE MADE ONLY IN COMPLIANCE WITH APPLICABLE LAW. Implementation The restructuring will be implemented through: 1. event of any inconsistency between this Term Sheet and the concurrent or substantially concurrent (i) execution of the Restructuring Support Agreement and (ii) commencement by the Company of debt arrangement proceedings pursuant to Part 10 to the Israeli Insolvency and Financial Rehabilitation Law, 2018 in the District Court of Beer Sheba (the “Israeli Debt Arrangement Proceedings”); and 2. thereafterRSA, the commencement (i) by Gamida Inc. of a case under chapter 15 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as amended, the “Bankruptcy Code”) RSA shall control in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court” and, such case, the “Chapter 15 Case”) and, as necessary, (ii) any Parallel Proceedings. The Restructuring Transactions will be subject to and carried-out in accordance with the terms and conditions of the Definitive Documents, the Restructuring Support Agreement (including the exhibits thereto), and the consent requirements set forth in each of the foregoing. The Restructuring Transactions will be effectuated pursuant to a plan of arrangement to be filed on or immediately after the Agreement Effective Date and to be approved by the competent court under the Israeli Debt Arrangement Proceedings (the “Restructuring Plan”), followed by (i) recognition of the Israeli Debt Arrangement Proceedings and Restructuring Plan in the Chapter 15 Case, and (ii) any additional relief in any other Parallel Proceeding in order to effectuate the Restructuring Transactions. Following entry by the Israeli Court of the Confirmation Order, and after the occurrence of the other events specified in the definition of the Plan Effective Date, the Restructuring Plan shall be effective on or before the Plan Effective Date (as defined below). The Restructuring Plan will be carried out subject to the timeline contemplated by the other milestones set forth in this Restructuring Term Sheet, subject in each case (other than with respect to the Plan Effective Date) to reasonable extensions solely in order to accommodate the respective Israeli Court’s schedule or Bankruptcy Court’s schedule as necessary, and as consented to by the Consenting Creditors (the “Milestones”), provided, that, the Parties shall negotiate in good faith in connection with any additional funding needs of the Company as a result of the extension of any Milestonesall respects.