Definition of EGC Intercompany Note Trust Distribution


EGC Intercompany Note Trust Distribution means the allocation of New Equity among holders of Secured Second Lien Notes Claims, Second Lien Notes Deficiency Claims, EGC Unsecured Notes Claims, and/or EPL Unsecured Notes Claims, as applicable, as determined pursuant to a Final Order entered by the Court resolving the EGC Intercompany Note Dispute. For the avoidance of doubt, the repurchased bonds shall constitute Allowed EGC Unsecured Notes Claims and Allowed EPL Unsecured Notes Claims, as applicable, and adjusted to reflect potential litigation risk, shall participate in any EGC Intercompany Note Trust Distribution, and any distributions on account thereof shall be distributed Pro Rata to the Second Lien Noteholders. Notwithstanding anything contained herein to the contrary, the EGC Intercompany Note Trust Distribution allocated to holders of Second Lien Notes Claims, EGC Unsecured Notes Claims, and/or EPL Unsecured Notes Claims may be modified, as applicable, to account for the New Equity distributed to such holders under the Plan, solely to ensure that the aggregate percentage of New Equity distributed to (i) holders of Second Lien Notes Claims does not exceed 93.2%, (ii) holders of EGC Unsecured Notes Claims does not exceed 6.6%, and (iii) holders of EPL Unsecured Notes Claims does not exceed 11.6%. For the avoidance of doubt, the EGC Intercompany Note Trust Distribution shall be subject to dilution by the Management Incentive Plan. In the event that EGC is entitled to receive any portion of the EGC Intercompany Note Trust Distribution in connection with the EGC Intercompany Note Dispute (whether by settlement, as a result of litigation, or otherwise), holders of Second Lien Notes Claims shall receive their Pro Rata share of 46.6% of the EGC Intercompany Note Trust Distribution allocable to EGC and holders of EGC Unsecured Notes Claims shall receive their Pro Rata share of 53.4% of the EGC Intercompany Note Trust Distribution allocable to EGC.
Sample 1