Term Description. Commencement of Out-of-Court Transaction Upon the election of Panda Holdings I, the Company and all, and not less than all, of the Lenders under the Credit Agreement, the Company shall consummate the Out-of-Court Transaction. Upon such election, the Company and the Requisite Lenders shall revise the Restructuring Support Agreement, this Restructuring Term Sheet and any applicable definitive documentation to reflect the terms of such Out- of-Court Transaction. EXHIBIT B DIP TERM SHEET EXECUTION VERSION PANDA TEMPLE POWER, LLC $20,000,000 SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT FACILITY NON-BINDING SUMMARY OF PROPOSED MATERIAL TERMS AND CONDITIONS This Summary of Proposed Material Terms and Conditions (this “DIP Term Sheet”) outlines certain material terms of a potential Superpriority Senior Secured Debtor-in-Possession Credit Facility proposed to be provided by the DIP Lenders (as defined below) to Panda Temple Power, LLC (“Panda”) and its affiliated debtors and debtors-in-possession in connection with their voluntary pre-arranged chapter 11 cases subject to, among other conditions, the negotiation and execution of definitive documentation in form and substance acceptable to the DIP Agent, the DIP Lenders and the Debtors, satisfactory completion of credit and underwriting approval, satisfactory completion of due diligence and the satisfaction of the other conditions set forth herein and in any definitive documentation. No DIP Lender (as defined below) is under any obligation to make a loan or make any commitment to lend and this DIP Term Sheet does not constitute a commitment, a contract to provide a commitment or any agreement by the DIP Lenders to provide any financing. This DIP Term Sheet does not attempt to describe all of the terms, conditions and requirements that would pertain to the financing described herein, but rather is intended to outline certain basic items around which the DIP Lenders currently believe a financing could be structured. In addition, the pricing and all other terms included herein are based on market conditions on the date hereof and are subject to change in all respects. This DIP Term Sheet is confidential and is delivered to you with the understanding that neither it nor its substance shall be disclosed to any third party. This DIP Term Sheet shall be governed by Rule 408 of the Federal Rules of Evidence and any and all similar and applicable rules and statutory provisions governing the non-admissibility of settlement discussions.
Appears in 1 contract
Samples: Restructuring Support Agreement
Term Description. Commencement of Out-of-Court Transaction Upon New First Lien Credit Facility On the election of Panda Holdings IEffective Date, the Company and all, and not less than all, of the Lenders under the Credit Agreement, DIP Facility will (A) if the Company shall consummate the Out-of-Court Transaction. Upon such election, has arranged a new first lien credit facility with a third party in form and substance acceptable to the Company and the Requisite Lenders (such facility the “New Money First Lien Facility”), be repaid in full, in cash, from the proceeds of the New Money First Lien Facility in the amount of the DIP Facility Claims, or (B) to the extent not otherwise repaid in full, in cash, convert into a new first lien credit facility as set forth in the DIP Term Sheet, in form and substance acceptable to the Company, the Requisite DIP Lenders and the Requisite Lenders, including the terms set forth below (the “Converted New First Lien Facility”, and together with the New Money First Lien TERM DESCRIPTION Facility, the “New First Lien Facility”). In addition to other terms and conditions to be agreed upon among the Company, the Requisite DIP Lenders and the Requisite Lenders, the Converted New First Lien Facility shall revise contain the following terms and conditions: Principal Amount: An amount not to exceed the accrued, unpaid balance of the DIP Facility as of the Effective Date, plus any additional amounts necessary or desirable for the operations and working capital requirements of the Reorganized Company, as to be determined by the Company and/or the Reorganized Company (as the case may be), the Requisite DIP Lenders and the Requisite Lenders. The New First Lien Facility shall have a market rate of interest (which may be cash, paid in kind, or a combination of both) based on the size, credit profile and industry of the Reorganized Company, and shall contain such other terms and covenants as to be agreed upon among the Company and/or the Reorganized Company (as the case may be), the Requisite DIP Lenders and the Requisite Lenders and the lenders thereto. Common Units On the Effective Date, reorganized Panda Holdings II will issue new limited liability company interests (the “Common Units”), which shall be deemed fully paid and non-assessable upon issuance, to be distributed in accordance with the terms of the Restructuring Support Agreement, this Restructuring Term Sheet Sheet, the Plan and the Plan Documents, as applicable. The Plan and the Confirmation Order shall each provide that the issuance of any applicable definitive documentation securities in connection therewith, including the Common Units, will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, in accordance with section 1145 of the Bankruptcy Code. Organizational/ Governance Documents The Common Units will be subject to reflect a new limited liability company agreement or agreements (the “New LLC Agreement”) containing terms and conditions that are acceptable in all respects to the Requisite DIP Lenders and the Requisite Lenders. Any holder of a claim that is to be distributed Common Units pursuant to the Plan shall have duly executed and delivered to the Reorganized Company, as an express condition precedent to such holder’s receipt of such Common Units, a counterpart to the New LLC Agreement. The New LLC Agreement and all other organizational or governance documents related to the reorganized company (the “Reorganized Company”), including, but not limited to, the certificate of formation, the operating agreement and/or other organizational documents (the “New Organizational/Governance Documents”), shall be in form and substance acceptable in all respects to the Requisite DIP Lenders and the Requisite Lenders in their sole and absolute discretion. Substantially final forms of the New Organizational/Governance Documents shall be filed as part of the Plan Supplement. On and after the Effective Date, the Reorganized Company will be a “private” company (i.e., it will not be required to register any securities pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Securities Exchange Act”)), and, absent a board or shareholder vote otherwise, shall issue no securities such as would require the Reorganized Company to register any securities pursuant to the Securities Exchange Act; provided, however, the Reorganized Company shall provide such TERM DESCRIPTION financial reporting as determined by the New Board (as defined below). New Board The composition and number of members of the board of managers of the Reorganized Company (the “New Board”) shall be determined or selected (as applicable) by the Requisite Lenders in their sole and absolute discretion. Management Incentive Plan After the closing of the Plan Transaction, the New Board may, in its sole and absolute discretion, establish a management incentive plan (the “Management Incentive Plan”) for the benefit of management and managers of the Reorganized Company. The participants in the Management Incentive Plan, the allocations of the awards to such participants, and the terms and conditions of such Out- of-Court Transaction. EXHIBIT B DIP TERM SHEET EXECUTION VERSION PANDA TEMPLE POWER, LLC $20,000,000 SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT FACILITY NON-BINDING SUMMARY OF PROPOSED MATERIAL TERMS AND CONDITIONS This Summary of Proposed Material Terms and Conditions (this “DIP Term Sheet”) outlines certain material terms of a potential Superpriority Senior Secured Debtor-in-Possession Credit Facility proposed to awards shall be provided determined by the DIP Lenders New Board in its sole and absolute discretion. Executory Contracts and Unexpired Leases The executory contracts and unexpired leases of the Company and/or the go- forward agreements of the Reorganized Company, including, without limitation, and as applicable, the Revenue Put Agreement (as defined below), the O&M Agreement (as defined below), the Amended O&M Agreement (as defined below), the Services Agreement (as defined below) to and the Energy Management Agreement (as defined below), will be addressed in a manner consistent with this Restructuring Term Sheet (or if not addressed herein, as otherwise agreed upon between the Company and the Requisite Lenders). Revenue Put That certain 2002 ISDA Master Agreement, dated as of July 17, 2012, between Employee Retirement Income Plan Trust of Minnesota, Mining and Manufacturing Company acting through 3M Investment Management Corporation and Panda Temple Power(the “Master Agreement”, LLC (and together with all other documents related thereto, including, without limitation, the Schedule to the Master Agreement and the Confirmation related to the Master Agreement, in each case, as any of the foregoing may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “PandaRevenue Put Agreement”) shall be addressed in a manner agreed upon between the Company and its affiliated debtors the Requisite Lenders. For the avoidance of doubt, in no circumstance may the Revenue Put Agreement be amended, modified, supplemented, terminated or rejected without the consent of the Requisite Lenders. Amended O&M Agreement On or before the Petition Date (or as soon as practicable thereafter, and debtors-in-possession in connection any event, prior to the earlier of (i) July 7, 2017 and (ii) the date of entry of the Confirmation Order) that certain Operation and Maintenance Agreement, dated as of April 17, 2012 (the “O&M Agreement”), by and between Panda Temple and the Operator (together with their voluntary pre-arranged chapter 11 cases subject toany other related agreements entered into by and between the Company and the Operator) shall be amended (the O&M Agreement, among other conditionsas amended as set forth herein, pursuant to the terms of the O&M Term Sheet and as otherwise agreed by the parties, the negotiation “Amended O&M Agreement”) in accordance with the term sheet annexed as Exhibit C to the Restructuring Support Agreement (the “O&M Term Sheet”), and execution of definitive documentation the Amended O&M Agreement shall otherwise be in form and substance acceptable in all respects to the DIP AgentCompany, the Operator and the Requisite Lenders in their sole and absolute discretion, including, for the avoidance of doubt, with respect to shared synergies with the “Temple II” facility and cost reduction savings, it being understood and agreed that (x) the existence of the O&M Term Sheet and/or entry into the Amended O&M Agreement prior to the Petition Date, as the case may be, shall not affect the right or ability of the Company (at the TERM DESCRIPTION direction of the Requisite Lenders) to subsequently reject the O&M Agreement or the Amended O&M Agreement, as applicable, after the Petition Date, (y) the Amended O&M Agreement (if entered into prior to the Petition Date) shall only be assumed, if at all, by the Debtors (at the direction of the Requisite Lenders) on and as of the Effective Date, and (z) for the avoidance of doubt, if the O&M Agreement is not amended, the O&M Agreement shall not be assumed by the Debtors unless consented to by the Requisite Lenders. In addition, if at any time the Operator is replaced by a new operator acceptable to the Requisite Lenders in their sole and absolute discretion (the “Replacement Operator”), the Operator shall cooperate fully and in good faith in any transition of the services under the O&M Agreement or the Amended O&M Agreement, as applicable, to the Replacement Operator, including, without limitation, by turning over to such Replacement Operator all manuals, books and records related to the facility, and by developing joint operational protocols for shared facilities and assets under that certain Shared Facilities Agreement, dated as of April 3, 2013, by and among Panda Temple, Panda Temple Power II, LLC and the Operator. Transfer of Services The Company shall use commercially reasonable efforts to cooperate in the transition to a new manager acceptable to the Requisite Lenders in their sole and absolute discretion (the “New Manager”) of all energy and fuel management and other services under that certain Energy Management Agreement, dated as of July 17, 2012 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Energy Management Agreement”), between Panda Temple and Twin Eagle Resource Management, LLC. The Transaction Parties shall use commercially reasonable efforts to negotiate and facilitate a transition services agreement between Panda Temple and Twin Eagle that is in form and substance reasonably acceptable in all respects to the Requisite Lenders and the Company. The Company shall use commercially reasonable efforts to cooperate with the Reorganized Company and the Consenting Lenders to ensure that all permits, easements, licenses, software, agreements, contracts, information and other items necessary to operate the facility are transitioned to the New Manager and operations are not disrupted. Services Agreement The Asset Manager shall cooperate fully and in good faith in any transition of the services under that certain Amended and Restated Services Agreement, dated as of April 28, 2011 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Services Agreement”), by and between the Asset Manager and Panda Temple, as determined by the Company and the Requisite Lenders, including, without limitation, by delivering electronic copies of all books and records relating to the Company and/or its operations. Releases and Exculpation To the maximum extent permissible by law, the Plan and the order confirming the Plan (the “Confirmation Order”) will contain customary mutual releases and other exculpatory provisions in favor of Panda Holdings I, the Operator, the Asset Manager, the Company, the Reorganized Company, the Consenting Lenders, the DIP Lenders and Lenders, the DebtorsDIP Agent (as defined in the DIP Term Sheet), satisfactory completion of credit and underwriting approvalthe agents under the Credit Agreement, satisfactory completion of due diligence and the satisfaction of the other conditions set forth herein and in any definitive documentation. No DIP Lender Eligible Equity Holders (as defined below) is under any obligation to make a loan or make any commitment to lend and this DIP Term Sheet does not constitute a commitment, a contract to provide a commitment or any agreement by the DIP Lenders to provide any financing. This DIP Term Sheet does not attempt to describe all of the terms, conditions and requirements that would pertain (but solely to the financing described hereinextent the Restructuring Support Agreement has not been terminated prior to the Effective Date and the Effective Date has, but rather is intended to outline certain basic items around which the DIP Lenders currently believe a financing could be structured. In additionin fact, the pricing and all other terms included herein are based on market conditions on the date hereof and are subject to change occurred), in all respects. This DIP Term Sheet is confidential and is delivered to you with the understanding that neither it nor its substance shall be disclosed to any third party. This DIP Term Sheet shall be governed by Rule 408 of the Federal Rules of Evidence and any and all similar and applicable rules and statutory provisions governing the non-admissibility of settlement discussions.each case, that
Appears in 1 contract
Samples: Restructuring Support Agreement
Term Description. Commencement of Out-of-Court Transaction Upon the election of Panda Holdings I, the Company and all, and not less than all, of the Lenders under the Credit Agreement, the Company shall consummate the Out-of-Court Transaction. Upon such election, the Company and the Requisite Lenders shall revise the Restructuring Support Agreement, this Restructuring Term Sheet and any applicable definitive documentation to reflect the terms of such Out- of-Court Transaction. EXHIBIT B DIP TERM SHEET EXECUTION VERSION PANDA TEMPLE POWER, LLC $20,000,000 SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT FACILITY NON-BINDING SUMMARY OF PROPOSED MATERIAL TERMS AND CONDITIONS This Summary of Proposed Material Terms and Conditions (this “DIP Term Sheet”) outlines certain material terms of a potential Superpriority Senior Secured Debtor-in-Possession Credit Facility proposed to be provided by the DIP Lenders (as defined below) to Panda Temple Power, LLC (“Panda”) and its affiliated debtors and debtors-in-possession in connection with their voluntary pre-arranged chapter 11 cases subject to, among other conditions, the negotiation and execution of definitive documentation in form and substance acceptable to the DIP Agent, the DIP Lenders and the Debtors, satisfactory completion of credit and underwriting approval, satisfactory completion of due diligence and the satisfaction of the other conditions set forth herein and in any definitive documentation. No DIP Lender (as defined below) is under any obligation to make a loan or make any commitment to lend and this DIP Term Sheet does not constitute a commitment, a contract to provide a commitment or any agreement by the DIP Lenders to provide any financing. This DIP Term Sheet does not attempt to describe all of the terms, conditions and requirements that would pertain to the financing described herein, but rather is intended to outline certain basic items around Open Market Value The best price at which the DIP Lenders currently believe a financing could be structured. In addition, the pricing and all other terms included herein are based on market conditions sale of interest in property would have been completed unconditionally for cash consideration on the date hereof of valuation assuming: (a) A willing buyer and are subject a willing seller; (b) That, before the date of valuation, there had been a reasonable period (having regard to change the nature of the property and the state of the market) for the proper marketing of the interest for the agreement of the price and terms and for the completion of the sale; (c) That the state of the market level of values and other circumstances were, on any earlier assumed dated or exchange of contracts, the same as on the date of valuation; (d) That the seller will provide the buyer with vacant possession upon the completion of the transaction; (e) That both parties to the transaction had acted knowledgeably, prudently and without compulsion; and (f) That no account is taken of any additional bid by a prospective purchaser with a special interest Parish The civil parish of [insert relevant parish] Parties The Owner, [the Mortgagee] and the Council and their successors in all respects. This DIP Term Sheet is confidential title or function (as appropriate) and is delivered to you with the understanding that neither it nor its substance Party shall be disclosed construed accordingly Perpetuity Period A minimum period of 125 (one hundred and twenty-five) years from the date of this Agreement Plan The plan of the Land (drawing no.[insert drawing number]) attached at Appendix 2 Planning Application The application for planning permission for the Development submitted to any third party. This DIP Term Sheet the Council and given reference [insert planning reference eg 12/34567] Planning Permission The planning permission granted by the Council pursuant to the Planning Application in the draft form attached hereto at Appendix 1 (or by the Secretary of State following the exercise of his call-in powers or on appeal) unless otherwise agreed in writing between the Parties Practical Completion The issue of a certificate of practical completion of the Development by an architect, engineer, project manager or other suitably qualified professional and Practically Complete shall be governed by Rule 408 of the Federal Rules of Evidence and any and all similar and applicable rules and statutory provisions governing the non-admissibility of settlement discussions.construed accordingly
Appears in 1 contract
Samples: www.sevenoaks.gov.uk
Term Description. Commencement Other Priority Claims Except to the extent that a Holder of Out-of-Court Transaction Upon the election an Allowed Other Priority Tax Claim agrees to a less favorable treatment, each Holder of Panda Holdings Ian Allowed Other Priority Claim, the Company and allincluding all employee priority claims, and not less than all, against any of the Lenders Debtors shall be paid in full in Cash by the Reorganized Company on the later of (i) five (5) business days after the Effective Date and (ii) five (5) business days after the date such claim is Allowed. Derivatives Claims Except to the extent that a Holder of an Allowed Derivatives Claim agrees to a less favorable treatment, on the Effective Date, in full and final satisfaction of such Allowed Derivatives Claim, each Holder (that is not a Consenting Lender) shall elect to either (a) reinstate such Holder’s swap agreement, with such reinstated swap agreement being secured pari passu with the Senior Facilities, or (b) receive the principal amount of loans under the Second Lien Term Loan in an amount equal to the amount of its Allowed Specified Derivatives Claim. Impaired; entitled to vote on the Plan Estimated total: $[ ] million Specified Derivatives Claims Except to the extent that a Holder of an Allowed Specified Derivatives Claim agrees to a less favorable treatment, on the Effective Date, each Holder of an Allowed Specified Derivatives Claim (that is a Consenting Lender) shall have such Holder’s swap agreement reinstated and secured pari passu with the Senior Facilities. Impaired; entitled to vote on the Plan Estimated total: $[ ] million Secured Property-Level Debt Claims To the extent that a Debtor in the Chapter 11 Cases is a borrower of Secured Property-Level Debt, except to the extent that a Holder of an Allowed Secured Property-Level Debt Claim agrees to a less favorable treatment, such Holder’s Secured Property-Level Debt shall be reinstated to the position, so as to render it unimpaired under the Plan, as of immediately prior to the Petition Date. Unimpaired; conclusively deemed to accept the Plan Estimated total: $[ ] million Unsecured Credit AgreementFacility Claims On the Effective Date, except to the Company extent that a Holder of an Allowed Unsecured Credit Facility Claim agrees to a less favorable treatment, in full and final satisfaction of its Allowed Unsecured Credit Facility Claim: (i) each Holder of an Allowed Unsecured Credit Facility Claim that exercises the Exit Facility Option shall consummate the Outreceive: first, on a dollar-offor-Court Transaction. Upon such election, the Company and the Requisite Lenders shall revise the Restructuring Support Agreement, this Restructuring Term Sheet and any applicable definitive documentation to reflect the terms dollar basis on account of such Out- of-Court Transaction. EXHIBIT B DIP TERM SHEET EXECUTION VERSION PANDA TEMPLE POWER, LLC $20,000,000 SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT FACILITY NON-BINDING SUMMARY OF PROPOSED MATERIAL TERMS AND CONDITIONS This Summary of Proposed Material Terms and Conditions (this “DIP Term Sheet”) outlines certain material terms of a potential Superpriority Senior Secured Debtor-in-Possession Holder’s Allowed Unsecured Credit Facility proposed to be provided by the DIP Lenders (as defined below) to Panda Temple Power, LLC (“Panda”) and Claim its affiliated debtors and debtors-in-possession in connection with their voluntary pre-arranged chapter 11 cases subject to, among other conditions, the negotiation and execution of definitive documentation in form and substance acceptable to the DIP Agent, the DIP Lenders and the Debtors, satisfactory completion of credit and underwriting approval, satisfactory completion of due diligence and the satisfaction of the other conditions set forth herein and in any definitive documentation. No DIP Lender (as defined below) is under any obligation to make a loan or make any commitment to lend and this DIP Term Sheet does not constitute a commitment, a contract to provide a commitment or any agreement by the DIP Lenders to provide any financing. This DIP Term Sheet does not attempt to describe all of the terms, conditions and requirements that would pertain to the financing described herein, but rather is intended to outline certain basic items around which the DIP Lenders currently believe a financing could be structured. In addition, the pricing and all other terms included herein are based on market conditions on the date hereof and are subject to change in all respects. This DIP Term Sheet is confidential and is delivered to you with the understanding that neither it nor its substance shall be disclosed to any third party. This DIP Term Sheet shall be governed by Rule 408 of the Federal Rules of Evidence and any and all similar and applicable rules and statutory provisions governing the non-admissibility of settlement discussions.pro rata share
Appears in 1 contract
Samples: Restructuring Support Agreement (Pennsylvania Real Estate Investment Trust)
Term Description. Commencement of Out-of-Court Transaction Upon the election of Panda Holdings I, the Company and all, and not less than all, Timing of the Lenders under the Credit Agreement, the Plan Transaction The Company shall consummate file the Out-of-Court Transaction. Upon such electionPlan and an accompanying disclosure statement, the Company and the Requisite Lenders shall revise the Restructuring Support Agreement, this Restructuring Term Sheet and any applicable definitive documentation to reflect the terms of such Out- of-Court Transaction. EXHIBIT B DIP TERM SHEET EXECUTION VERSION PANDA TEMPLE POWER, LLC $20,000,000 SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT FACILITY NON-BINDING SUMMARY OF PROPOSED MATERIAL TERMS AND CONDITIONS This Summary of Proposed Material Terms and Conditions (this “DIP Term Sheet”) outlines certain material terms of a potential Superpriority Senior Secured Debtor-in-Possession Credit Facility proposed to be provided by the DIP Lenders (as defined below) to Panda Temple Power, LLC (“Panda”) and its affiliated debtors and debtors-in-possession in connection with their voluntary pre-arranged chapter 11 cases subject to, among other conditions, the negotiation and execution of definitive documentation in form and substance consistent with the Restructuring Support Agreement and otherwise acceptable to the DIP AgentCompany, the DIP Lenders Sillerman and the DebtorsRequisite Noteholders, satisfactory completion of credit and underwriting approvalon or before March 21, satisfactory completion of due diligence and the satisfaction of the other conditions set forth herein and in any definitive documentation. No DIP Lender (as defined below) is under any obligation to make a loan or make any commitment to lend and this DIP Term Sheet does not constitute a commitment, a contract to provide a commitment or any agreement by the DIP Lenders to provide any financing. This DIP Term Sheet does not attempt to describe all of the terms, conditions and requirements that would pertain to the financing described herein, but rather is intended to outline certain basic items around which the DIP Lenders currently believe a financing could be structured2016. In addition, the pricing Company shall, subject to the requirements of the Bankruptcy Court (other than scheduling requirements at the request of the Company), (i) schedule a hearing to approve the disclosure statement associated with the Plan to occur on or before April 29, 2016 and (ii) schedule a hearing to confirm the Plan to occur on or before June 10, 2016. The Company shall also comply with all other Restructuring Milestones related to the Plan Transaction set forth in the Restructuring Support Agreement. Claims Treatment Set forth below and attached on Exhibit A hereto are certain material terms included herein are based on market conditions of the Plan Transaction that is contemplated to be effectuated through the Plan and is in all respects subject to the terms of the Restructuring Support Agreement and the Plan. DIP Facility Claims Each holder of an allowed claim arising under the Tranche A DIP Facility (the “Tranche A DIP Facility Claims”) receive on the date hereof Effective Date, in full satisfaction, settlement, discharge and are subject release of, and in exchange for, such claim, payment in full, in cash, from the proceeds of the New Money First Lien Facility (if the Company has arranged a New First Lien Facility with a third party), provided that in lieu of payment in full in cash of the Tranche A DIP Facility, the holders thereof agree to change in all respectsaccept (B) such holder’s pro rata share of the Converted New First Lien Facility after conversion of the Tranche A DIP Facility into the Converted New First Lien Facility. This Each holder of an allowed claim arising under the Tranche B DIP Term Sheet is confidential Facility (the “Tranche B DIP Facility Claims”, and is delivered to you together with the understanding that neither it nor its substance Tranche A DIP Facility Claims, the “DIP Facility Claims”) shall be disclosed to any third party. This DIP Term Sheet shall be governed by Rule 408 receive, on the Effective Date, in full satisfaction, settlement, discharge and release of, and in exchange for, such claim, such holder’s pro rata share of (i) 100% of the Federal Rules Series A Preferred Stock, (ii) such holder’s pro rata share of Evidence 50% of the Common Stock, (iii) Series A Warrants exercisable at the Series A Warrant Strike Price into 37.5% of the equity value of the Reorganized Company between the Series A Warrant Strike Price and any the Series B Warrant Strike Price, and all similar (iv) Series B Warrants exercisable at the Series B Warrant Strike Price into 27.5% of the equity value of the Reorganized Company above the Series B Warrant Strike Price. Administrative Claims Each holder of an allowed administrative claim, including, without limitation, a claim of the type described in section 503(b)(9) of the Bankruptcy Code, to the extent such claim has not already been paid during the Chapter 11 Cases (each, an “Administrative Claim”), shall receive, in full satisfaction, settlement, discharge and applicable rules release of, and statutory provisions governing in exchange for, such Administrative Claim, either: (a) payment in full in cash of the non-admissibility due and unpaid portion of settlement discussionsits Administrative Claim on the later of (x) the Effective Date (or as soon thereafter as reasonably practicable) or (y) as soon as practicable after the date such claim becomes due and allowed; (b) such other treatment to render such Administrative Claim unimpaired under section 1124 of the Bankruptcy Code; or (c) such other treatment as such holder may agree to or as otherwise permitted by section 1129(a)(9) of the Bankruptcy Code. Priority Tax Claims Each holder of an allowed claim described in section 507(a)(8) of the Bankruptcy Code, to the extent such claim has not already been paid during the Chapter 11 Cases (each, a “Priority Tax Claim”), shall receive, in full satisfaction, settlement, discharge and release of, and in exchange for, such Priority Tax Claim either: (a) payment in full in cash of the due and unpaid portion of its Priority Tax Claim on the later of (x) the Effective Date (or as soon thereafter as reasonably practicable) or (y) as soon as practicable after the date such claim becomes due and allowed; (b) such other treatment to render such Priority Tax Claim unimpaired under section 1124 of the Bankruptcy Code; or (c) such other treatment as such holder may agree to or as otherwise permitted by section 1129(a)(9) of the Bankruptcy Code.
Appears in 1 contract
Samples: Restructuring Support Agreement (SFX Entertainment, INC)
