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. 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. 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. 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 April 28, 2021.
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.
Restructuring Term Sheet. This Inter-Creditor Agreement does not replace, vary, supersede, or revoke the Restructuring Term Sheet, which continues in full force and effect between the Parties. This Inter-Creditor Agreement shall be interpreted and shall be read in the context that it is intended as a companion agreement to the Restructuring Term Sheet, to more fully set out certain terms, rights and obligations between the Parties with respect to those provisions of the Restructuring Term Sheet which address certain particular issues between the Creditors. It is understood and agreed that the Restructuring Term Sheet addresses issues in addition to those addressed in this Inter-Creditor Agreement, including, without limitation, the mutual non-admission provisions set out in Section 24 of the Restructuring Term Sheet. In the case of any direct conflict or inconsistency between the provisions of the Restructuring Term Sheet dealing with the issues more specifically addressed in this Inter-Creditor Agreement, and the provisions of this Inter-Creditor Agreement, the provisions of this Inter-Creditor Agreement shall govern and be paramount.
Restructuring Term Sheet. The Lenders shall been satisfied in their sole reasonable discretion with the terms of the Restructuring Term Sheet.
