Aggregate Amounts Beneficially Owned or Managed on Account of. Credit Agreement Claims (principal amount) - $1.35B Credit Facility US$ - $450M Credit Facility (Eminence) US$ - $360M Credit Facility US$ - $400M Credit Facility US$ - $950M Credit Facility US$ - $300M Credit Facility US$ - $1.5B Credit Facility US$ - $450M Credit Facility (Nordea) US$ - $2B Credit Facility US$ - $1.75B Credit Facility US$ - $440M Credit Facility (Telesto) US$ - $483M Credit Facility (Tellus) US$ SFL Claims (principal amount) US$ Unsecured Note Claims (principal amount) - Seadrill 2017 Notes US$ - Seadrill 2020 Notes US$ - NADL 2019 Notes US$ - Seadrill NOK Notes NOK - Seadrill SEK Notes SEK - NADL NOK Notes NOK Commitment under the Investment Agreement US$ Equity Interests in Seadrill Equity Interests in NADL Equity Interests in any other Company Party other than Seadrill and NADL (please specify) Seadrill ECA Signature Page to the Restructuring Support and Lock-Up Agreement [SEADRILL ECA] signing solely with respect to Section 4.06, Section 4.07, Section 13 and Section 14 of the Restructuring Support and Lock-Up Agreement Name: Title: Address: E-mail address(es): EXHIBIT A Term Sheets ANNEX 1 to EXHIBIT A Restructuring Term Sheet SEADRILL LIMITED RESTRUCTURING TERM SHEET1 September 12, 2017 THIS RESTRUCTURING TERM SHEET 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 TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED IN THE RSA, DEEMED BINDING ON ANY OF THE PARTIES HERETO. This term sheet (this “Restructuring Term Sheet”) describes certain restructuring and recapitalization transactions with respect to the Company Parties’ capital structures (the “Restructuring Transactions”) on the terms set forth in the restructuring support and lock-up agreement (the “RSA”) to which this Restructuring Term Sheet is attached as Annex 1 to Exhibit A. Summary of Restructuring Transactions Organizational Restructuring The Company Parties will undergo an organizational restructuring in accordance with the Description of Transaction Steps, the Credit Facility Term Sheet, the New Secured Notes Term Sheet, and the RSA and its other attachments, in which: • A new holding company (“New Seadrill”) ...

Aggregate Amounts Beneficially Owned or Managed on Account of. Credit Agreement Claims (principal amount) - $1.35B Credit Facility US$ - $450M Credit Facility (Eminence) US$ - $360M Credit Facility US$ - $400M Credit Facility US$ - $950M Credit Facility US$ - $300M Credit Facility US$ - $1.5B Credit Facility US$ - $450M Credit Facility (Nordea) US$ - $2B Credit Facility US$ - $1.75B Credit Facility US$ 2 Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. - $440M Credit Facility (Telesto) US$ - $483M Credit Facility (Tellus) US$ SFL Claims (principal amount) US$ Unsecured Note Claims (principal amount) - Seadrill 2017 Notes US$ - Seadrill 2020 Notes US$ - NADL 2019 Notes US$ - Seadrill NOK Notes NOK - Seadrill SEK Notes SEK - NADL NOK Notes NOK Commitment under the Investment Agreement US$ Equity Interests in Seadrill Equity Interests in NADL Equity Interests in any other Company Party other than Seadrill and NADL (please specify) EXHIBIT E Form of Joinder The undersigned (“Joinder Party”) hereby acknowledges that it has read and understands the Restructuring Support and Lock-Up Agreement, dated as of (the “Agreement”),1 by and among Seadrill Limited (“Seadrill”) and its affiliates and subsidiaries bound thereto and the Consenting Stakeholders and agrees to be bound by the terms and conditions thereof to the extent the other Parties are thereby bound, and shall be deemed a [“Consenting Stakeholder” and a [“Consenting Lender”] [“Consenting Noteholder”] [“Commitment Party”] [an “Agent”] [a “Trustee”] [a Company Party] under the terms of the Agreement. The Joinder Party specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date hereof and any further date specified in the Agreement. Date Executed: Name: Title: Address: E-mail address(es):

See All (4)

Aggregate Amounts Beneficially Owned or Managed on Account of. 2016 Term Loan Claims 2017 Term Loan Claims Second Lien Notes Claims Unsecured Notes Claims Senior DIP Claims Junior DIP Claims ______________________

Aggregate Amounts Beneficially Owned or Managed on Account of. Senior Notes Claims 1 Capitalized terms not used but not otherwise defined in this joinder shall have the meanings ascribed to such terms in the Agreement. Table of Contents EXHIBIT C Form Transfer Agreement Table of Contents Form Transfer Agreement The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of __________ (the “Agreement”),3 by and among Xxxxxxx Petroleum Corporation (“Parent”) and its affiliates bound thereto and the Consenting Creditors, including the transferor to the Transferee of any Company Claims (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof (x) to the extent the Transferor was thereby bound and (y) with respect to any and all Company Claims the Transferee may hold prior to the consummation of the Transfer contemplated hereby and shall be deemed a “Consenting Creditor” under the terms of the Agreement. The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed in this transfer agreement. Date Executed: Name: Title: Address: E-mail address(es):

Aggregate Amounts Beneficially Owned or Managed on Account of. Term Loan Facility 8.00% First Lien Notes 9.50% First Lien Notes Xxxxxxx Senior Notes Connect Senior Notes Lux Senior Notes

Aggregate Amounts Beneficially Owned or Managed on Account of. Term Loan Claims Cash Pay Notes PIK Toggle Notes Shares of Existing Common Stock Exhibit A NEIMAN MARCUS GROUP, INC., ET AL. RECAPITALIZATION TERM SHEET(1) March 25, 2019 THIS RECAPITALIZATION TERM SHEET AND THE DOCUMENTS ATTACHED HERETO COLLECTIVELY DESCRIBE A PROPOSED RECAPITALIZATION OF NEIMAN MARCUS GROUP, INC., A DELAWARE CORPORATION, AND CERTAIN OF ITS SUBSIDIARIES AS DEFINED IN THIS RECAPITALIZATION TERM SHEET. THIS RECAPITALIZATION TERM SHEET IS NOT AN OFFER OR A SOLICITATION WITH RESPECT TO ANY SECURITIES OF THE COMPANY PARTIES. ANY SUCH OFFER OR SOLICITATION SHALL COMPLY WITH ALL APPLICABLE SECURITIES LAWS. THIS RECAPITALIZATION TERM SHEET IS A SETTLEMENT PROPOSAL TO CERTAIN UNAFFILIATED LENDERS UNDER THE COMPANY PARTIES’ TERM LOAN CREDIT AGREEMENT, CERTAIN UNAFFILIATED HOLDERS OF THE COMPANY PARTIES’ UNSECURED NOTES, AND CERTAIN HOLDERS OF THE COMPANY PARTIES’ EXISTING COMMON STOCK IN FURTHERANCE OF SETTLEMENT DISCUSSIONS. ACCORDINGLY, THIS RECAPITALIZATION TERM SHEET 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. REFERENCE IN THIS RECAPITALIZATION TERM SHEET IS MADE TO THAT CERTAIN TRANSACTION SUPPORT AGREEMENT (THE “TRANSACTION SUPPORT AGREEMENT”) BY AND AMONG THE COMPANY PARTIES AND THE OTHER PARTIES THERETO, DATED AS OF THE DATE OF THIS RECAPITALIZATION TERM SHEET. THIS RECAPITALIZATION TERM SHEET IS FOR DISCUSSION PURPOSES ONLY AND DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS RECAPITALIZATION TERM SHEET, WHICH TRANSACTIONS WILL BE SUBJECT TO THE COMPLETION OF DEFINITIVE DOCUMENTS INCORPORATING THE TERMS AND CONDITIONS SET FORTH IN THIS RECAPITALIZATION TERM SHEET AND THE CLOSING OF ANY TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS.

Aggregate Amounts Beneficially Owned or Managed on Account of. Superpriority Term Loan Claims First Lien Term Loan Claims First Lien U.S. Notes Claims First Lien Euro Notes Claims 2023 Stub First Lien Term Loan Claims Second Lien Notes Claims 2024 Stub Unsecured Notes Claims DNI Interests 1 Capitalized terms used but not otherwise defined herein shall having the meaning ascribed to such terms in the Agreement. EXHIBIT E-1 Guarantor Limited Release Agreement (Superpriority Credit Agreement) GUARANTOR LIMITED RELEASE AGREEMENT THIS GUARANTOR LIMITED RELEASE AGREEMENT (this “Agreement”) is made as of May 30, 2023, by GLAS USA LLC, as administrative agent for the Lenders (in such capacity “Administrative Agent”) and GLAS Americas LLC, as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), with respect to the Foreign Guarantors listed on Schedule 1 hereto (the “German Guarantors”) party to that certain Foreign Guarantee Agreement, dated as of December 29, 2022 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Foreign Guarantee Agreement”), made by each of the Foreign Guarantors (such Foreign Guarantors other than the German Guarantors being referred to herein as the “Non-German Foreign Guarantors”) in favor of the Secured Parties. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Foreign Guarantee Agreement.

Aggregate Amounts Beneficially Owned or Managed on Account of. Revolving Claims (if any) $ Letter of Credit Claims (if any) $ Hedging Claims (if any) $ Priming Facility Claims (if any) $ 2020 EMEA Term Loan Claims (if any) $ Original EMEA Term Loan Claims (if any) € U.S. Term Loan Claims (if any) $ Senior Notes Claims (if any) $ Existing GTT Equity Interests (if any) 1Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. 71 EXHIBIT J Form of Second Amended and Restated Strategic Planning Committee Charter 72 GTT COMMUNICATIONS, INC. SECOND AMENDED AND RESTATED STRATEGIC PLANNING COMMITTEE CHARTER This Second Amended and Restated Strategic Planning Committee Charter (this “Charter”) was adopted by the Board of Directors (the “Board”) of GTT Communications, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company”), as of September [ ], 2021. Purpose The purpose of the Strategic Planning Committee (the “Committee”) shall be, subject only to the Exceptions (as defined herein), to consider, develop, evaluate, negotiate, authorize, approve or reject strategic and/or financial alternatives with respect to the Company and its subsidiaries and their respective businesses, assets and properties, including one or more alternative debt or equity financings, amendments or modifications to the Company’s debt instruments, or a sale, merger, consolidation, restructuring, reorganization, recapitalization or other transaction or related financing or refinancing involving the Company and/or one or more of its subsidiaries and any of its assets (a “Transaction”), and to take such other actions as shall be authorized in this Charter.

Aggregate Amounts Beneficially Owned or Managed on Account of. RBL Loans $ Second Lien Notes (if any) $ Convertible Notes (if any) $ Subordinated Notes (if any) $

Aggregate Amounts Beneficially Owned or Managed on Account of Sample Clauses

Filter & Search

Related Clauses