Restructuring Support Agreement Sample Contracts

Rex Energy Corporation – Restructuring Support Agreement (May 18th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, together with all exhibits attached hereto and incorporated herein, this Agreement) is made and entered into as of May 18, 2018, by and among the following: (i) Rex Energy Corporation (Rex), a company incorporated in the State of Delaware, and each of the undersigned direct and indirect subsidiaries of Rex (collectively, with Rex, the Company or the Debtors, and each individually, a Debtor); (ii) the undersigned persons listed on Exhibit A hereto (the Consenting Noteholders) who are beneficial owners of and/or the investment manager of the beneficial owners of the Companys 1.00%/8.00% Senior Secured Second Lien Notes due 2020 (collectively, such notes, the Second Lien Notes) issued under that certain Indenture, dated as of March 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the Second Lien Notes Indenture),

Quality Care Properties, Inc. – Restructuring Support Agreement (April 30th, 2018)

HCR ManorCare, Inc. (the Debtor) hereby proposes the following first amended plan of reorganization for the Debtors reorganization case under Chapter 11 of the Bankruptcy Code for the resolution of the outstanding Claims against and Interests in the Debtor. Capitalized terms used but not defined in this paragraph have the meanings assigned to them in Article I. The classification and treatment of Claims against and Interests in the Debtor are set forth in Article II and Article III. The Debtor is the proponent of this Plan within the meaning of section 1129 of the Bankruptcy Code. Reference is made to the Disclosure Statement, distributed contemporaneously herewith, for a discussion of the Debtors history, business, properties and operations, projections for those operations, risk factors, a summary and analysis of this Plan, and related matters.

Quality Care Properties, Inc. – Restructuring Support Agreement (April 30th, 2018)

HCR ManorCare, Inc. (the Debtor) hereby proposes the following first amended plan of reorganization for the Debtors reorganization case under Chapter 11 of the Bankruptcy Code for the resolution of the outstanding Claims against and Interests in the Debtor. Capitalized terms used but not defined in this paragraph have the meanings assigned to them in Article I. The classification and treatment of Claims against and Interests in the Debtor are set forth in Article II and Article III. The Debtor is the proponent of this Plan within the meaning of section 1129 of the Bankruptcy Code. Reference is made to the Disclosure Statement, distributed contemporaneously herewith, for a discussion of the Debtors history, business, properties and operations, projections for those operations, risk factors, a summary and analysis of this Plan, and related matters.

Restructuring Support Agreement (March 19th, 2018)

This Restructuring Support Agreement dated as of March 19, 2018 (as amended, supplemented, or otherwise modified from time to time, this Agreement), is among: (i) Claires Inc. (Claires) and each of its direct and indirect wholly-owned domestic subsidiaries identified on the signature pages attached hereto (collectively, the Company), (ii) Apollo Management Holdings, L.P., as manager and/or investment advisor of funds that are the owners and/or beneficial holders of interests in and claims against the Company (together with its affiliates, the Sponsor), and (iii) each of the undersigned creditors party hereto from time to time (including Transferees and Joining Parties, collectively the Consenting Creditors, and together with the Sponsor and the Company, each a Party and, collectively, the Parties). All capitalized terms not defined herein shall have the meanings ascribed to them in the restructuring term sheet attached hereto as Exhibit A (including exhibits attached thereto, the Restr

Cc Media Holdings Inc – Restructuring Support Agreement (March 19th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of March 16, 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Ocean Rig UDW Inc. – Amendment to the Restructuring Support Agreement (March 15th, 2018)

THIS AMENDMENT (this "Amendment"), dated as of April 7, 2017, to the Restructuring Support Agreement, dated as of March 23, 2017 among Ocean Rig UDW Inc. ("Parent"), Drillships Financing Holding Inc., Drillships Ocean Ventures Inc., Drill Rigs Holdings Inc. and the Supporting Creditors (the "RSA") is made among Parent and the Supporting Creditors listed on the signature pages hereto, which constitute the Majority Supporting Lenders. Capitalized terms used but not defined herein have the meanings set forth in the RSA.

Cc Media Holdings Inc – Restructuring Support Agreement (March 15th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of March 15, 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Ocean Rig UDW Inc. – Fifth Amendment to the Restructuring Support Agreement (March 15th, 2018)

THIS AMENDMENT (this "Amendment"), dated as of May 31, 2017, to the Restructuring Support Agreement, dated as of March 23, 2017 and as amended from time to time, among Ocean Rig UDW Inc. ("Parent"), Drillships Financing Holding Inc., Drillships Ocean Ventures Inc., Drill Rigs Holdings Inc. and the Supporting Creditors (the "RSA") is made by and among Parent (on behalf of itself and each of the Scheme Companies) and the Supporting Creditors listed on the signature pages hereto, which constitute the Majority Supporting Lenders. Capitalized terms used but not defined herein have the meanings set forth in the RSA or the applicable amendments thereto.

Ocean Rig UDW Inc. – Third Amendment to the Restructuring Support Agreement (March 15th, 2018)

THIS AMENDMENT (this "Amendment"), dated as of May 8, 2017, to the Restructuring Support Agreement, dated as of March 23, 2017 and as amended from time to time, among Ocean Rig UDW Inc. ("Parent"), Drillships Financing Holding Inc., Drillships Ocean Ventures Inc., Drill Rigs Holdings Inc. and the Supporting Creditors (the "RSA") is made among Parent and the Supporting Creditors listed on the signature pages hereto, which constitute the Majority Supporting Lenders. Capitalized terms used but not defined herein have the meanings set forth in the RSA.

Ocean Rig UDW Inc. – Second Amendment to the Restructuring Support Agreement (March 15th, 2018)

THIS AMENDMENT (this "Amendment"), dated as of April 21, 2017, to the Restructuring Support Agreement, dated as of March 23, 2017 among Ocean Rig UDW Inc. ("Parent"), Drillships Financing Holding Inc., Drillships Ocean Ventures Inc., Drill Rigs Holdings Inc. and the Supporting Creditors (the "RSA") is made among Parent and the Supporting Creditors listed on the signature pages hereto, which constitute the Maj only Supporting Lenders. Capitalized terms used but not defined herein have the meanings set forth in the RSA.

Ocean Rig UDW Inc. – Second Waiver and Amendment to the Restructuring Support Agreement (March 15th, 2018)

THIS WAIVER (this "Waiver"), dated as of September 21, 2017, to the Restructuring Support Agreement, dated as of March 23, 2017, among Ocean Rig UDW Inc. ("Parent"), Drillships Financing Holding Inc., Drillships Ocean Ventures Inc., Drill Rigs Holdings Inc. and the Supporting Creditors (as amended, supplemented or otherwise modified from time to time, the "RSA") is made by and among Parent (on behalf of itself and each of the Scheme Companies) and the Supporting Creditors listed on the signature pages hereto, which constitute the Majority Supporting Lenders. Capitalized terms used but not defined herein have the meanings set forth in the RSA or the applicable amendments thereto.

Ocean Rig UDW Inc. – Fourth Amendment to the Restructuring Support Agreement (March 15th, 2018)

THIS AMENDMENT (this "Amendment"), dated as of May 17, 2017, to the Restructuring Support Agreement, dated as of March 23, 2017 and as amended from time to time, among Ocean Rig UDW Inc. ("Parent"), Drillships Financing Holding Inc., Drillships Ocean Ventures Inc., Drill Rigs Holdings Inc. and the Supporting Creditors (the "RSA") is made by and among Parent (on behalf of itself and each of the Scheme Companies) and the Supporting Creditors listed on the signature pages hereto, which constitute the Majority Supporting Lenders. Capitalized terms used but not defined herein have the meanings set forth in the RSA or the applicable amendments thereto.

Cc Media Holdings Inc – Restructuring Support Agreement (March 14th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of [], 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Cc Media Holdings Inc – Restructuring Support Agreement (March 13th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of [], 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Cc Media Holdings Inc – Restructuring Support Agreement (March 12th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of [*], 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Quality Care Properties, Inc. – Restructuring Support Agreement (March 5th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (this Agreement) is made and entered into as of March 2, 2018, by and among (i) HCR ManorCare, Inc., a Delaware corporation (the Debtor), (ii) Carlyle MC Partners, L.P., a Delaware limited partnership, Carlyle Partners V-A MC, L.P., a Delaware limited partnership, Carlyle Partners V MC, L.P., a Delaware limited partnership, CP V Coinvestment A, L.P., a Delaware limited partnership, and CP V Coinvestment B, L.P., a Delaware limited partnership (collectively, the Majority Holders), and (iii) MC Operations Investments, LLC (the QCP Holder, together with the Majority Holders, the Supporting Parties, and together with the Debtor, the Parties).

Cc Media Holdings Inc – Restructuring Support Agreement (March 5th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 16.02, this Agreement) is made and entered into as of [*], 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Restructuring Support Agreement (February 2nd, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits (including the Restructuring Term Sheet (as defined below)), schedules and attachments hereto, as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), dated as of February 1, 2018, is entered into by and among (i) Cenveo, Inc. (Cenveo), and each of the direct and indirect Subsidiaries (as defined below) of Cenveo identified on Schedule 1 attached hereto (such Subsidiaries, together with Cenveo, each, a Debtor and, collectively, the Debtors), (ii) each of the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of the First Lien Notes (as defined below) and Second Lien Notes (as defined below), in each case identified on the signature pages hereto (each, an Initial Consenting Creditor and, collectively, the Initial Consenting Creditors), and (iii) each of the other beneficial owners (or no

BreitBurn Energy Partners, L.P. – First Amendment to Amended and Restated Restructuring Support Agreement (December 4th, 2017)

Breitburn Energy Partners LP (9953); Breitburn GP LLC (9948); Breitburn Operating LP (5529); Breitburn Operating GP LLC (5525); Breitburn Management Company LLC (2858); Breitburn Finance Corporation (2548); Alamitos Company (9156); Beaver Creek Pipeline, L.L.C. (7887); Breitburn Florida LLC (7424); Breitburn Oklahoma LLC (4714); Breitburn Sawtelle LLC (7661); Breitburn Transpetco GP LLC (7222); Breitburn Transpetco LP LLC (7188); GTG Pipeline LLC (3760); Mercury Michigan Company, LLC (3380); Phoenix Production Company (1427); QR Energy, LP (3069); QRE GP, LLC (2855); QRE Operating, LLC (9097); Terra Energy Company LLC (9616); Terra Pipeline Company LLC (3146); and Transpetco Pipeline Company, L.P. (2620), the above-captioned debtors, as plan proponents, propose the following chapter 11 plan pursuant to section 1121(a) of title 11 of the United States Code.

Restructuring Support Agreement (November 30th, 2017)

This RESTRUCTURING SUPPORT AGREEMENT (together with any Exhibits hereto, this Agreement) is made and entered into as of November 29, 2017, by and among:

Patriot National, Inc. – Restructuring Support Agreement (November 28th, 2017)

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this Agreement1), dated as of November 28, 2017, is entered into by and among the following parties:

JGWPT Holdings Inc. – Restructuring Support Agreement (November 9th, 2017)

This RESTRUCTURING SUPPORT AGREEMENT is made and entered into as of November 9, 2017 (as amended, supplemented or otherwise modified from time to time, this "Support Agreement"), by and among (i) The J.G. Wentworth Company, LLC, a Delaware limited liability company (the "Partnership"), (ii) Orchard Acquisition Company, LLC, a Delaware limited liability company (the "Parent Borrower"), (iii) J.G. Wentworth, LLC, a Delaware limited liability company ("Holdings"), (iv) The J.G. Wentworth Company, a Delaware corporation ("PubCo"), (v) JGW Holdings, Inc., a Delaware corporation (together with the Partnership, Parent Borrower, Holdings and PubCo the "Company Parties"), (vi) the Term Lenders (as defined below) from time to time party hereto (in such capacity, the "Consenting Lenders" and each a "Consenting Lender"), (vii) Jefferies Finance LLC (in its capacity as administrative agent and collateral agent under the Existing Credit Agreement (as defined below), together with its successors in s

Hanover Capital Mortgage Holdings, Inc. – Restructuring Support Agreement (October 23rd, 2017)

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, and including any exhibits or schedules hereto, this Agreement), dated as of October 20, 2017, is entered into by and between:

Hanover Capital Mortgage Holdings, Inc. – Amended and Restated Restructuring Support Agreement (October 23rd, 2017)

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, and including any exhibits or schedules hereto, this Agreement), dated as of October 20, 2017, is entered into by and between:

Vanguard Natural Resources Llc Pfd. Series A – AMENDED AND RESTATED BACKSTOP COMMITMENT AGREEMENT THIS BACKSTOP COMMITMENT AND EQUITY INVESTMENT AGREEMENT (This "Agreement"), Dated as of February 24, 2017 (And Amended and Restated as of May 23. 2017), Is Made by and Among Vanguard Natural Resources, LLC, a Delaware Limited Liability Company and the Ultimate Parent of Each of the Other Debtors (As the Debtor in Possession and a Reorganized Debtor, as Applicable, the "Company"), on Behalf of Itself and Each of the Other Debtors (As Defined Below), on the One Hand, and Each Commitment Party (As Defined Below), on the Other Hand. The Company a (October 13th, 2017)
Restructuring Support Agreement (August 14th, 2017)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits and schedules attached hereto and incorporated herein in accordance with Section 2, this "Agreement") is made and entered into as of August 3, 2017 (the "Agreement Effective Date"), by and among the following parties:

Restructuring Support Agreement (August 14th, 2017)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits and schedules attached hereto and incorporated herein in accordance with Section 2, this "Agreement") is made and entered into as of August 3, 2017 (the "Agreement Effective Date"), by and among the following parties:

Hanover Capital Mortgage Holdings, Inc. – Restructuring Support Agreement (August 1st, 2017)

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, and including any exhibits or schedules hereto, this Agreement), dated as of July 31, 2017, is entered into by and between:

Jack Cooper Holdings Corp. – Restructuring Support Agreement (June 15th, 2017)

This RESTRUCTURING SUPPORT AGREEMENT is made and entered into as of June 15, 2017 (as amended, supplemented or otherwise modified in accordance herewith, this "Support Agreement") by each of (i) (a) Jack Cooper Holdings Corp., a Delaware corporation ("JCHC"), (b) Jack Cooper Enterprises, Inc., a Delaware corporation ("JCEI") and (c) the parties listed on Schedule I hereto (the "Guarantor Parties," and each of the entities in this clause (i) a "Company Party" and collectively, the "Company Parties"); and (ii) the undersigned holders of Existing JCHC Notes (as defined below) issued pursuant to the Existing JCHC Notes Indenture (as defined below) (the "Consenting Noteholders") with respect to a restructuring of the Company Parties' outstanding obligations under the Existing Notes (as defined below) and all other claims (as defined in section 101(5) of the Bankruptcy Code) arising thereunder against the Company Parties (the "Restructuring") as contemplated by the term sheet attached hereto

J.Crew – Restructuring Support Agreement (June 13th, 2017)

INDENTURE, dated as of [*], 2017, among J. Crew Brand, LLC, a Delaware limited liability company (the "LLC Issuer"), J. Crew Brand Corp., a Delaware corporation, (the "Corporate Issuer" and, together with the LLC Issuer, the "Issuers"), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as Trustee and as Collateral Agent.

Vanguard Natural Resources Llc Pfd. Series A – This Restructuring Support Agreement 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 Support Agreement Is Not an Offer With Respect to Any Securities or a Solicitation of Votes With Respect to a Plan of Reorganization. Any Such Offer or Solicitation Will Comply With All Applicable Securities Laws and/or Provisions of the Bankruptcy Code. (June 8th, 2017)

This Restructuring Support Agreement (together with the exhibits attached hereto, and as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this "Agreement"), dated as of February 1, 2017 and amended as of May 23, 2017, is entered into by and among: (i) Vanguard Natural Resources, LLC, a Delaware limited liability company ("VNR," together with its direct and indirect subsidiaries, the "Debtors" or the "Company," each a "Debtor"), (ii) certain holders of those certain 7.0% Senior Secured Second Lien Notes due 2023 (the "Second Lien Notes", and all claims and obligations arising under or in connection with the Second Lien Notes, the "Second Lien Note Claims") issued under the Indenture dated February 10, 2016, by and among VNR, VNR Finance Corp. ("VNR Finance"), and U.S. Bank National Association, as trustee, that are signatories hereto (collectively, the "Consenting Second Lien Note Holders" and the amount of claims held

Subject to Confidentiality Agreements Contains Material Non-Public Information GenOn Restructuring Transaction Term Sheet the Below Reflects Terms of a Restructuring That the GenOn Noteholder Group Would Support, Subject to Definitive Documentation Acceptable to the GenOn Noteholder Group and Necessary Corporate Approvals Plan, and Any Outstanding Borrowings Are to Be Repaid at Emergence Support Agreement Are Eligible to Participate in the Financing on a Pro Rata Basis Reorganization Governance and Transaction Documents Shall Be Acceptable to the GenOn Noteholder Group Notes: (1)Reflects Prese (May 23rd, 2017)
heckmann – Restructuring Support Agreement (April 12th, 2017)

This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto, as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this Agreement), dated as of April 9, 2017, is entered into by and among (a) Nuverra Environmental Solutions, Inc. (Nuverra) and Heckmann Water Resources Corporation, Heckmann Water Resources (CVR) Inc., 1960 Well Services, LLC, HEK Water Solutions, LLC, Appalachian Water Services, LLC, Badlands Power Fuels, LLC (a Delaware limited liability company), Badlands Power Fuels, LLC (a North Dakota limited liability company), Landtech Enterprises, L.L.C., Badlands Leasing, LLC, Ideal Oilfield Disposal, LLC, Nuverra Total Solutions, LLC, NES Water Solutions, LLC, and Heckmann Woods Cross, LLC (such entities, together with Nuverra, the (Company or, the Nuverra Parties); and (b) the undersigned holders of the 2021 Notes (as defined below) (together with their respective successors and permitted

Castle (A.M.) & Co. – Restructuring Support Agreement (April 7th, 2017)

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "Agreement"), dated as of April 6, 2017, by and among (1) A.M. CASTLE & CO., a Maryland corporation ("A.M. Castle"), TOTAL PLASTICS, INC., a Michigan corporation, HY-ALLOY STEELS COMPANY, a Delaware corporation, KEYSTONE TUBE COMPANY, LLC, a Delaware limited liability company, and KEYSTONE SERVICE, INC., an Indiana corporation (collectively, the "A.M. Castle Parties," and each, an "A.M. Castle Party"), (2) SGF, Inc. ("SGF"), and (3) the undersigned beneficial holders (or investment advisors or managers for such beneficial holders) of claims against, or interests in, the A.M. Castle Parties (collectively, the "A.M. Castle Claims/Interests"), including A.M. Castle Claims/Interests arising under (a) that certain Credit Agreement, dated as of December 8, 2016 (as amended, supplemented or otherwise modified from time to time, the "First Lien Credit Agreement," and the term loans incu

Ocean Rig UDW Inc. – Waiver to the Restructuring Support Agreement (March 28th, 2017)

THIS WAIVER (this "Waiver"), dated as of March 23, 2017, to the Restructuring Support Agreement, dated as of March 23, 2017 among Ocean Rig UDW Inc. ("Parent"), Drillships Financing Holding Inc., Drillships Ocean Ventures Inc., Drill Rigs Holdings Inc. and the Supporting Creditors (the "RSA") is made among Parent and the Supporting Creditors listed on the signature pages hereto, which constitute the Majority Supporting Lenders. Capitalized terms used but not defined herein have the meanings set forth in the RSA.