Restructuring Support Agreement Sample Contracts

W H E R E A S :
Restructuring Support Agreement • August 17th, 2007 • Harbinger Capital Partners Master Fund I, Ltd. • Services-membership sports & recreation clubs • New York
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RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • March 15th, 2018 • iHeartMedia, Inc. • Radio broadcasting stations • New York

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

AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • February 12th, 2021 • Ion Geophysical Corp • Oil & gas field exploration services • New York

This AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto (the “Exhibits”), as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into as of February 11, 2021 by and among (i) ION Geophysical Corporation (“ION”) and each of the subsidiary guarantors identified on the signature pages hereto (the “Subsidiary Guarantors” and together with ION, the “Company”); and (ii) the undersigned holders of the Existing Second Lien Notes (as defined below) (together with their respective successors and permitted assigns under this Agreement, each a “Supporting Noteholder” and, collectively, the “Supporting Noteholders”) and amends and restates in its entirety that certain Restructuring Support Agreement, dated as of December 23, 2020 by and among (x) the Company; and (y) the Supporting Noteholders (the “Restructuring Support Agreement”). The Company and the Suppo

RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • December 18th, 2020 • New York

This Restructuring Support Agreement, dated as of October 7, 2020 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), is entered into by and among:

RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • July 25th, 2020 • New York
Re Noble Corporation plc, et al. – Restructuring Support Agreement1
Restructuring Support Agreement • August 31st, 2020 • New York

Posted herewith, please find a copy of that certain Restructuring Support Agreement, dated July 31, 2020 (the “RSA”), entered into by and among:

THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • October 11th, 2016 • Linn Energy, LLC • Crude petroleum & natural gas • Texas

This THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, dated as of October 7, 2016 (this “Third Amendment”), is made and entered into by and among: (i) LinnCo, LLC and Linn Energy, LLC, on behalf of itself and its direct and indirect subsidiaries other than Berry Petroleum Company, LLC (“Berry”) and Linn Acquisition Company, LLC (“LAC”) (together with its direct and indirect subsidiaries other than Berry and LAC, “LINN”); (ii) Berry and LAC (together with LINN, the “Company”); (iii) the undersigned holders (together with their permitted successors and assigns, each a “Consenting LINN Lender”) of claims pursuant to that certain Sixth Amended and Restated Credit Agreement, dated as of April 24, 2013, as amended (the “LINN Credit Agreement”); (iv) the undersigned holders (together with their permitted successors and assigns, each a “Consenting Berry Lender,” and together with the Consenting LINN Lenders, the “Consenting Creditors”) of claims pursuant to that certain Second Amended and R

RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • March 21st, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York

This RESTRUCTURING SUPPORT AGREEMENT (as may be amended, supplemented or otherwise modified as provided herein, the “RSA”), dated as of March 13, 2012, is by and between Penson Worldwide Inc. (the “Company”), a corporation duly organized and existing under the laws of the State of Delaware, Penson Financial Services, Inc. (“PFSI”), and each of their respective subsidiaries and any successors thereto (collectively with the Company and PFSI, the “Company Parties”) and the holders set forth on the signature pages hereto of the (i) 12.5% senior second lien secured notes due 2017 (the “Senior Secured Notes”) issued under the Indenture, dated as of May 6, 2010 (as amended, supplemented, or modified from time to time, the “Secured Notes Indenture”), by and between the Company, as issuer, certain guarantors thereunder, and U.S. Bank National Association, as Indenture Trustee, in the aggregate principal amount of $200,000,000.00; (ii) 8.00% senior convertible notes due 2014 (the “Convertible No

AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • December 27th, 2011 • Dynegy Inc. • Electric services • New York

AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”), dated as of December 26, 2011, among (i) Dynegy Inc. (“DI”), (ii) Dynegy Holdings, LLC (“DH”), on behalf of itself and certain of its subsidiaries (collectively, the “Company”)(1) and (iii) the undersigned, each as the beneficial owners (or advisors, nominees or investment managers for the beneficial owner(s)) of a portion of the outstanding Notes (as defined herein) issued by DH (the “Consenting Noteholders” and, together with DI and the Company, each referred to as a “Party” and collectively referred to as the “Parties”).

FIFTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • July 8th, 2011 • Horizon Lines, Inc. • Water transportation • New York

This FIFTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), dated as of July 8, 2011, is by and between Horizon Lines, Inc. (the “Parent”), a corporation duly organized and existing under the laws of the State of Delaware, and all of its subsidiaries and any successors thereto (collectively with the Parent, the “Company”) and the holder set forth on the signature page (the “Exchanging Holder”) to the Amendment (as hereinafter defined) of the 4.25% convertible senior notes due 2012 (the “Notes”) issued under the Indenture, dated as of August 8, 2007 (as amended, supplemented, or modified from time to time, the “Indenture”), by and between the Parent, as issuer, and The Bank of New York Trust Company, N.A., as Trustee, in the aggregate principal amount of $330,000,000.00. The Exchanging Holder, the Company, and each other person that becomes a party hereto in accordance with the terms hereof shall be referred to herein individually as a “Party” and, collectively, as the “

ACCURIDE CORPORATION RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • October 8th, 2009 • Accuride Corp • Motor vehicle parts & accessories • New York

Application Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code for an Order Authorizing the Debtors to Retain and Employ Edward Howard & Co. as Corporate Communications Consultants for the Debtors Nunc Pro Tunc to the Petition Date

RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • May 18th, 2018 • Rex Energy Corp • Crude petroleum & natural gas • New York

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 Company’s 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 No

RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • June 23rd, 2020 • Amryt Pharma PLC • Pharmaceutical preparations

This Restructuring Support Agreement (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms set forth herein, this “Agreement”), dated as of May 20, 2019, is made by and among: (a) Aegerion Pharmaceuticals, Inc. (“Aegerion”) and each of its subsidiaries that are party hereto (collectively with Aegerion, the “Company”); (b) each of the undersigned holders (each, a “Consenting Lender” and, collectively, the “Consenting Lenders”, including any holders that execute a Lender Joinder (as defined below) after the date hereof) of claims (as defined in section 101(5) of title 11 of the United States Code (the “Bankruptcy Code”)) against the Company (the “Claims”) arising under or in connection with: (i) that certain Indenture, dated as of August 15, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Convertible Notes Indenture” and a holder of such Claims, the “Consenting Noteholders”), (ii) that certain Bridge C

RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • December 16th, 2021 • Qatar Airways Investments (UK) Ltd. • Air transportation, scheduled • New York

This Restructuring Support Agreement, dated as of November 26, 2021 (including all exhibits and Schedules attached hereto, including the Restructuring Term Sheets (as defined below), the “Agreement”), by and among the following parties (each, a “Party” and, collectively, the “Parties”):

NINTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • August 22nd, 2011 • Horizon Lines, Inc. • Water transportation • New York

This NINTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), dated as of August 19, 2011, is by and between Horizon Lines, Inc. (the “Parent”), a corporation duly organized and existing under the laws of the State of Delaware, and all of its subsidiaries and any successors thereto (collectively with the Parent, the “Company”) and the holder set forth on the signature page (the “Exchanging Holder”) to the Amendment (as hereinafter defined) of the 4.25% convertible senior notes due 2012 (the “Notes”) issued under the Indenture, dated as of August 8, 2007 (as amended, supplemented, or modified from time to time, the “Indenture”), by and between the Parent, as issuer, and The Bank of New York Trust Company, N.A., as Trustee, in the aggregate principal amount of $330,000,000.00. The Exchanging Holder, the Company, and each other person that becomes a party hereto in accordance with the terms hereof shall be referred to herein individually as a “Party” and, collectively, as th

THIS AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ANY KIND. SUCH AN OFFER OR SOLICITATION WILL BE MADE ONLY IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • April 7th, 2009 • EPIX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

RESTRUCTURING SUPPORT AGREEMENT, dated as of April 6, 2009, by and among EPIX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (i) each of the undersigned beneficial owners of (or investment managers or advisors for accounts or funds that beneficially own) Notes (as defined below), and (ii) each other beneficial owner of (or investment manager or advisor for accounts or funds that beneficially own) Notes that executes a counterpart signature page to this Agreement after the date of this Agreement as provided herein (together with their applicable transferees, successors and assigns, each a “Noteholder” and, collectively, the “Noteholders”).

AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • July 10th, 2020 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This AMENDED AND RESTATED 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 July 7, 2020 (the “Execution Date”), by and among the following parties (each of the following described in sub-clauses (i) through (ii) of this preamble, collectively, the “Parties”):1

RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • September 26th, 2016 • Berry Petroleum Company, LLC • Crude petroleum & natural gas • Texas

This SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, dated as of September 23, 2016 (this “Second Amendment”), is made and entered into by and among: (i) LinnCo, LLC and Linn Energy, LLC, on behalf of itself and its direct and indirect subsidiaries other than Berry Petroleum Company, LLC (“Berry”) and Linn Acquisition Company, LLC (“LAC”) (together with its direct and indirect subsidiaries other than Berry and LAC, “LINN”); (ii) Berry and LAC (together with LINN, the “Company”); (iii) the undersigned holders (together with their permitted successors and assigns, each a “Consenting LINN Lender”) of claims pursuant to that certain Sixth Amended and Restated Credit Agreement, dated as of April 24, 2013, as amended (the “LINN Credit Agreement”); (iv) the undersigned holders (together with their permitted successors and assigns, each a “Consenting Berry Lender,” and together with the Consenting LINN Lenders, the “Consenting Creditors”) of claims pursuant to that certain Second Amended

RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • October 13th, 2020 • Mallinckrodt PLC • Pharmaceutical preparations • New York

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “RSA” and, together with the Term Sheet (as defined below), this “Agreement”), dated as of October 11, 2020, is entered into by and among the following parties:1

AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • April 13th, 2012 • Horizon Lines, Inc. • Water transportation • New York

This AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (as it may be amended, supplemented or otherwise modified as provided herein, this “RSA”), initially dated as of March 26, 2012 and amended and restated as of April 9, 2012, is by and between Horizon Lines, Inc. (the “Parent”), and all of its subsidiaries (collectively with the Parent, the “Company”) and the holder set forth on the signature page hereto (the “Participating Holder”) of the (i) 11.00% first lien secured notes due 2016 (the “First Lien Secured Notes”) issued under the Indenture, dated as of October 5, 2011 (as amended, supplemented, or modified from time to time, the “First Lien Notes Indenture”), by and between Horizon Lines, LLC, as issuer, and U.S. Bank National Association, as Trustee, in the initial aggregate principal amount of $225,000,000.00, (ii) 13-15% second lien secured notes due 2016 (the “Second Lien Secured Notes”) issued under the Indenture, dated as of October 5, 2011 (as amended, supplemented, or

AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • July 24th, 2020 • California Resources Corp • Crude petroleum & natural gas • New York

This AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules attached to this agreement in accordance with Section 14.02, this “Agreement”) is made and entered into as of July 24, 2020 (the “Execution Date”), and amends and restates in its entirety the Restructuring Support Agreement dated as of July 15, 2020 (the “Original Restructuring Support Agreement”) by and among the following parties (each of the following described in sub-clauses (i) through (iv) of this preamble, collectively, the “Parties”):

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RESTRUCTURING SUPPORT AGREEMENT AMONG ENDOLOGIX, INC. AND THE SUPPORTING LENDERS IDENTIFIED HEREIN DATED AS OF JULY 5, 2020
Restructuring Support Agreement • July 9th, 2020 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York

This RESTRUCTURING SUPPORT AGREEMENT (as amended, modified or supplemented from time to time in accordance with the terms hereof, and including all exhibits, annexes, schedules and attachments hereto, this “Agreement”), dated as of July 5, 2020, is entered into by and among Endologix, Inc., a Delaware corporation (“Endologix” or the “Company”), on behalf of itself and its Subsidiaries listed on Schedule 1 hereto (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries,” and, together with Endologix, each a “Debtor,” and collectively, the “Debtors”), Deerfield Partners, L.P. (“DPLP”), Deerfield Private Design Fund III, L.P. (“PDIII”) and Deerfield Private Design Fund IV, L.P. (“PDIV” or “Term Loan Agent”, and together with DPLP and PDIII, the “Supporting Lenders”), the lenders pursuant to that certain Amended and Restated Facility Agreement, dated as of August 9, 2018 (as amended, supplemented, or otherwise modified from time to time in accordance with the terms thereof

RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • February 12th, 2021 • Ion Geophysical Corp • Oil & gas field exploration services • New York

This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto (the “Exhibits”), as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of February 11, 2021, is entered into by and among (i) ION Geophysical Corporation (“ION”) and each of its subsidiaries identified on the signature pages hereto (the “Subsidiary Guarantors” and together with ION, the “Company”); and (ii) PNC Bank, National Association (“PNC”), in its capacity as agent and as lender under the Credit Agreement (as defined below). The Company and PNC are referred to herein as the “Parties” and each individually as a “Party”. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Supporting Noteholder Restructuring Support Agreement (as defined below).

FIFTH WAIVER TO RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • August 9th, 2016 • Arch Coal Inc • Bituminous coal & lignite surface mining • New York

Fifth Waiver to Restructuring Support Agreement (this “Waiver”), dated as of June 23, 2016, to that certain Restructuring Support Agreement made and entered into as of January 10, 2016, as amended by the First Amendment to Restructuring Support Agreement, dated as of February 25, 2016, the Second Amendment to Restructuring Support Agreement, dated as of March 28, 2016, the Third Amendment to Restructuring Support Agreement, dated as of April 26, 2016, and the Fourth Waiver to Restructuring Support Agreement, dated as of June 10, 2016 (the “Restructuring Support Agreement”), by and among (i) the parties signatory thereto which are lenders under the First Lien Credit Agreement (each such party a “Consenting Lender”, and collectively, the “Consenting Lenders”), (ii) Arch Coal, Inc., a Delaware corporation (“Arch Coal”), and (iii) each of the subsidiaries of Arch Coal signatory thereto (collectively with Arch Coal, the “Company”). Capitalized terms used in this Waiver and not otherwise def

Contract
Restructuring Support Agreement • March 10th, 2020 • Foresight Energy LP • Bituminous coal & lignite mining • New York

THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED IN THIS AGREEMENT, DEEMED BINDING ON ANY OF THE PARTIES TO THIS AGREEMENT.

FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York

FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, dated as of July 20, 2012 (this “First Amendment”), to the Restructuring Support Agreement, dated as of July 13, 2012 (as amended, supplemented or otherwise modified, the “Support Agreement”) by each of Broadview Networks Holdings, Inc. (“BNHI”) and each of its direct and indirect subsidiaries (collectively, the “Company”), the holders of preferred and common stock in BNHI who are signatories thereto (collectively, the “Consenting Equity Holders”) and the holders of the Notes who are signatories thereto (collectively, the “Consenting Noteholders” and, together with the Consenting Equity Holders, the “Plan Support Parties”).

RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • September 13th, 2011 • H-L Distribution Service, LLC • Water transportation • New York

This RESTRUCTURING SUPPORT AGREEMENT (this “RSA”), dated as of August 26, 2011, is by and between Horizon Lines, Inc. (the “Parent”), a corporation duly organized and existing under the laws of the State of Delaware, and all of its subsidiaries and any successors thereto (collectively with the Parent, the “Company”) and the holder set forth on the signature page hereto (the “Exchanging Holder”) of the 4.25% convertible senior notes due 2012 (the “Notes”) issued under the Indenture, dated as of August 8, 2007 (as amended, supplemented, or modified from time to time, the “Indenture”), by and between the Parent, as issuer, and The Bank of New York Trust Company, N.A., as Trustee, in the aggregate principal amount of $330,000,000.00. The principal amount of Notes held by the Exchanging Holders (as defined below) is set forth on a confidential schedule maintained by Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”). The Exchanging Holder, the Company, and each other person that b

FOURTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • October 18th, 2016 • LinnCo, LLC • Crude petroleum & natural gas • Texas

This FOURTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, dated as of October 14, 2016 (this “Fourth Amendment”), is made and entered into by and among: (i) LinnCo, LLC and Linn Energy, LLC, on behalf of itself and its direct and indirect subsidiaries other than Berry Petroleum Company, LLC (“Berry”) and Linn Acquisition Company, LLC (“LAC”) (together with its direct and indirect subsidiaries other than Berry and LAC, “LINN”); (ii) Berry and LAC (together with LINN, the “Company”); (iii) Wells Fargo Bank, N.A., as administrative agent (the “LINN Agent”) under that certain Sixth Amended and Restated Credit Agreement, dated as of April 24, 2013, as amended; and (iv) Wells Fargo Bank, N.A., as administrative agent (the “Berry Agent,” and together with the LINN Agent, the “Agents”) under that certain Second Amended and Restated Credit Agreement, dated as of November 15, 2010, as amended, and amends that certain Restructuring Support Agreement, dated as of May 10, 2016, by and among the Com

EXHIBIT H
Restructuring Support Agreement • May 18th, 2017 • Delaware
SECOND AMENDED & RESTATED RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • September 21st, 2020 • FTS International, Inc. • Oil & gas field services, nec • New York

This SECOND AMENDED & RESTATED RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 15.02, this “Agreement”) is made and entered into as of August 22, 2020 (the “Execution Date”), by and among the following parties (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the “Parties”):1

AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • December 16th, 2020 • Superior Energy Services Inc • Oil & gas field services, nec • New York

The above-captioned debtors (each a “Debtor” and, collectively, the “Debtors”) jointly propose the following prepackaged chapter 11 plan of reorganization (this “Plan”) for the resolution of the outstanding Claims (as defined below) against, and Equity Interests (as defined below) in, each of the Debtors. Although proposed jointly for administrative purposes, this Plan constitutes a separate Plan for each Debtor for the resolution of outstanding Claims against and Equity Interests in each Debtor pursuant to the Bankruptcy Code (as defined below). This Plan is not premised upon the substantive consolidation of the Debtors with respect to the Classes of Claims or Equity Interests set forth in the Plan. The Debtors are the proponents of this Plan within the meaning of section 1129 of the Bankruptcy Code. Reference is made to the Disclosure Statement (as such term is defined herein and distributed contemporaneously herewith) for a discussion of the Debtors’ history, business, results of op

RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • November 7th, 2011 • New York

RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”), dated as of November 7, 2011, among (i) Dynegy Inc. (“DI”), (ii) Dynegy Holdings, LLC (“DH”), on behalf of itself and certain of its subsidiaries (collectively, the “Company”)1 and (iii) the undersigned, each as the beneficial owners (or advisors, nominees or investment managers for the beneficial owner(s)) of a portion of the outstanding Notes (as defined herein) issued by DH (the “Consenting Noteholders” and, together with DI and the Company, each referred to as a “Party” and collectively referred to as the “Parties”).

PRIVILEGED AND CONFIDENTIAL April 28, 2014 Energy Future Holdings Corp. Energy Future Intermediate Holdings Company LLC Energy Plaza Dallas, TX 75201
Restructuring Support Agreement • May 1st, 2014 • Energy Future Holdings Corp /TX/ • Electric services

Reference is made to the Restructuring Support and Lock-Up Agreement, dated as of April 28, 2014 (the “Restructuring Support Agreement”), by and among Energy Future Holdings Corp. (“EFH”), Energy Future Intermediate Holding Company LLC (“EFIH”), and certain of their affiliates (collectively, the “Debtors”), the other parties thereto, and parties listed on the signature pages hereto (the “Initial Commitment Parties”), and the term sheets and other documents attached to the Restructuring Support Agreement, pursuant to which EFH and EFIH intend to engage in a restructuring of their existing liabilities in accordance with the Bankruptcy Code (the “Restructuring”). Capitalized terms used in this letter agreement and not otherwise defined herein shall have the meanings provided in the Restructuring Support Agreement or the Restructuring Term Sheet attached thereto (subject to Section 2 of the Restructuring Support Agreement).

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