OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Plan On the Effective Date, the Reorganized Debtors will continue all existing management compensation plans, and implement a new equity-based management incentive plan (the “Management Incentive Plan”) on terms and conditions set forth in the term sheet attached hereto as Exhibit C (the “MIP Term Sheet”) and otherwise acceptable to the Debtors and the Plan Sponsor. For the avoidance of doubt, the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control under the applicable employment agreements. 362
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Indemnification of Prepetition Directors, Officers, Managers, et al. Consistent with applicable law, each of the Debtors’ indemnification provisions in effect as of the Petition Date, whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, management, or indemnification agreements, employment contracts, or otherwise providing a basis for any obligation of a Debtor to indemnify, defend, reimburse, or limit the liability of, or to advance fees and expenses to, any of the Debtors’ current and former directors, officers, equityholders, managers, officers, members, employees, accountants, investment bankers, attorneys, other agents, and professionals of the Debtors, and such current and former directors’, officers’, and managers’ respective Affiliates (each of the forgoing solely in their capacity as such), as applicable, shall be assumed and reinstated and remain intact, irrevocable, and shall survive the effectiveness of the Restructuring on terms no less favorable to such current and former directors, officers, equityholders, managers, officers, members, employees, accountants, investment bankers, attorneys, other professionals, agents of the Debtors, and such current and former directors’, officers’, and managers’ respective Affiliates (each of the forgoing solely in their capacity as such), other agents and professionals of the Debtors, and such current and former directors’, officers’, and managers’ respective Affiliates than the indemnification provisions in place as of the Petition Date. Director, Officer, Manager, and Employee Tail Insurance Coverage The Debtors or the Reorganized Debtors, as applicable, shall not terminate or otherwise reduce the coverage under any D&O Liability Insurance Policy (including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto) in effect prior to the Effective Date, and any current and former directors, managers, officers, and employees of the Debtors who served in such capacity at any time before or after the Effective Date shall be entitled to the full benefits of any such policy for the full term of such policy regardless of whether such directors, managers, officers, and employees remain in such positions after the Effective Date. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, shall retain the ability to supplement such D&O Liability Insurance Policy as th...
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. TCEH DIP Financing The TCEH Debtors’ Chapter 11 Cases shall be funded with the proceeds of the TCEH DIP Financing and the Consenting TCEH First Lien Creditors consent to use of cash collateral and priming by the TCEH DIP Financing on the terms set forth in the TCEH Cash Collateral Order.
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Transaction Structure The Restructuring Transactions and related transactions shall be structured in a tax efficient manner for the Debtors and the Consenting Creditors in accordance with the Plan and Plan Supplement. Insurance The Debtors shall continue to satisfy their surety bonds and insurance policies in full (including any D&O Liability Insurance Policies, including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto) and continue such programs in the ordinary course of business. Each of the Debtors’ surety bonds and insurance policies, and any agreements, documents, or instruments relating thereto shall be treated as executory contracts under the Plan. Unless otherwise provided in the Plan, on the Plan Effective Date: (a) the Debtors shall be deemed to have assumed all such surety bonds and insurance policies and any agreements, documents, and instruments relating to coverage of all insured Claims; and (b) such surety bonds and insurance policies and any agreements, documents, or instruments relating thereto shall revest in the applicable Reorganized Debtor(s). D&O Insurance Each D&O Liability Insurance Policy (including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto) shall be deemed assumed without the need for any further notice to or action, order, or approval of the Bankruptcy Court, as of the Plan Effective Date, pursuant to section 365 of the Bankruptcy Code. The Debtors or the Reorganized Debtors, as applicable, shall not terminate or otherwise reduce the coverage under any D&O Liability Insurance Policy (including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto) in effect prior to the Plan Effective Date, and any current and former directors, officers, managers, and employees of the Debtors who served in such capacity at any time before or after the Plan Effective Date shall be entitled to the full benefits of any such policy for the full term of such policy regardless of whether such directors, officers, managers, and employees remain in such positions after the Plan Effective Date.
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Conditions Precedent to the Plan Effective Date; provided that any waiver of (i) above shall also require the the prior consent of the Uniti Parties. EXHIBIT D Uniti Term Sheet Uniti Term Sheet1 Financial Terms Uniti GCI Commitment · Uniti commits to fund up to an aggregate of $1.75 billion of Growth Capital Improvements (“GCI”) through December 2029 based on the following calendar year schedule: o Year 1: $125 million2 o Years 2-5: $225 million per year o Years 6-7: $175 million per year o Years 8-10: $125 million per year · “GCI” means long-term, value-accretive fiber and related assets (including buildings, conduit, poles, easements, right of ways, permits and fixed wireless towers) in ILEC and CLEC territories owned by Uniti and leased by Windstream consistent with the historical categorization of fiber and other TCI Replacements in the current Master Lease; provided that, for the avoidance of doubt, GCIs shall not include copper Tenant Capital Improvements as defined in the Master Lease or maintenance and repair capex or opex and shall not include CLEC fiber to CLEC fiber replacements in excess of $70 million in the aggregate from the Effective Date to April 30, 20303 and shall only include capital improvements that qualify as “real property” for purposes of section 856 of the Internal Revenue Code, which shall include any capital improvements specifically listed as “real property” in the IRS private letter ruling received by Windstream in connection with the original spin-off of Uniti and such assets included on a schedule to the definitive lease agreements · Windstream may credit any cumulative GCI expenditures in excess of the foregoing annual amounts towards the reimbursable amount in a subsequent period, or roll unspent annual GCI into the following annual funding period (including the period from January 1, 2030 – April 30, 2030) but not into any renewal term, provided that in no calendar year will Uniti’s funding commitment exceed $250 million, subject to payment terms for Year 1 as set forth in footnote 2 · With respect to each installment of funds constituting GCI funding by Uniti (each such installment, a “Funded Amount”), beginning on the date that is 12 months following each such funding disbursement by Uniti (the “In Service Date”) and ending on April 30, 2030, rent on such Funded Amount (the “GCI Rent”) will accrue at the Annualized _______________________ 1 Unless otherwise noted, capitalized terms used and not immediately defined herei...
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Settlement Pursuant to the RSA and this Restructuring Term Sheet, the Parties agree to settle matters that could otherwise be the subject of litigation among the Parties, including any such matters arising under the Intercreditor Agreement and any matters related to the enterprise value of the Company Parties. If a Termination Date has not occurred prior to the Plan Effective Date, then on the Plan Effective Date, in conjunction with the issuance of new securities under the Plan, the Backstop with respect to the Rights Offering, the DIP Facility, the Exit Facilities and the various compromises of rights and claims on which this Term Sheet and the Restructuring Transactions are predicated, among other things, the FLLO Term Loan Facility Lenders shall conclusively, absolutely, unconditionally, irrevocably and forever waive any rights they may have to seek turnover of any payments arising under any provision of the Intercreditor Agreement, including, but not limited to, any turnover provisions in sections 3.05, 4.02(l), 6.01 and 7.03 thereof.
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Governance The Reorganized DNI Board on the Effective Date shall be comprised of seven (7) directors, which shall include Reorganized DNI’s Chief Executive Officer, and six (6) independent directors selected by the Specified Required Consenting Creditors, provided, that the Specified Required Consenting Creditors shall select the new directors in good faith consultation with Reorganized DNI’s Chief Executive Officer. Reorganized DNI shall execute a registration rights agreement on terms reasonably acceptable to Reorganized DNI and the Specified Required Consenting Creditors. Reorganized DNI Common Stock The New Common Stock will be registered under the Securities Exchange Act of 1934 on the Effective Date. Reorganized DNI shall use commercially reasonable efforts to cause the New Common Stock to be listed for trading on the New York Stock Exchange as soon as practicable after the Effective Date.
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Indemnification Obligations The Chapter 11 Plan and WHOA Plan shall contain provisions relating to the continuation of the Company Parties’ indemnity obligations set forth in the Company Parties’ organizational documents in a form acceptable to the Company Parties and the Required Consenting Creditors. New Management Incentive Plan The Chapter 11 Plan will provide that the Reorganized DNI Board shall, within 90 days of the Effective Date, implement the New Management Incentive Plan or as soon as reasonably practicable thereafter, provided, that 6% of the New Common Stock, on a fully diluted basis, shall be reserved for issuance in connection with the New Management Incentive Plan.
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Plan Following the Plan Effective Date, the Reorganized Debtors shall adopt and implement the Management Incentive Plan. Awards under the Management Incentive Plan shall be granted by the compensation committee of the New Board. Transaction Structure The Restructuring Transactions and related transactions shall be structured (i) in a tax efficient manner for the Debtors and the First Lien Ad Hoc Group in accordance with the Plan and Plan Supplement and (ii) such that Reorganized Xxxxx will not be subject to public-reporting requirements following the Plan Effective Date.7
OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Governance The board of directors for each of New JCP and the REIT (collectively, the “New Boards”) shall be determined or selected, as applicable, by the Required Consenting First Lien Lenders. Corporate governance documents for New JCP, the other Reorganized Debtors, and the REIT, including charters, bylaws, operating agreements, or other organization documents, as applicable (collectively, the “New Organizational Documents”), shall be consistent with section 1123(a)(6) of the Bankruptcy Code and shall otherwise be in form and substance reasonably acceptable to the Required Consenting First Lien Lenders. Substantially final forms of the New Organizational Documents shall be filed as part of the Plan Supplement prior to the date upon which the Bankruptcy Court enters the Confirmation Order.
