Restructuring Term Sheet. 1 Terms used herein but defined shall have the meaning ascribed to them in the Restructuring Support Agreement. This Restructuring Term Sheet, which is Exhibit A to a Restructuring Support Agreement dated March 13, 2020 (the “Restructuring Support Agreement”), by and among Internap Corporation and certain of its affiliates and subsidiaries (collectively, the “Company” or the “Debtors”) and the Consenting Lenders, describes the proposed terms of the Company’s restructuring (the “Restructuring”). The Company will implement the Restructuring through a prepackaged plan of reorganization under chapter 11 of the Bankruptcy Code, which shall be consistent with the terms of this Restructuring Term Sheet and the Restructuring Support Agreement (as it may be amended or supplemented from time to time in accordance with the terms of the Restructuring Support Agreement, the “Plan”), in voluntary chapter 11 cases (the “Chapter 11 Cases”) to be commenced in the Bankruptcy Court. This Term Sheet incorporates the rules of construction set forth in section 102 of the Bankruptcy Code. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Restructuring Support Agreement and in Annex 1 hereto. Debtors Internap Corporation (“INAP”), Datagram LLC, Hosting Intellect LLC, Internap Connectivity LLC, SingleHop LLC, Ubersmith, Inc., and Internap Technology Solutions Inc. Summary Subject in all respects to and as provided by the other terms of this Restructuring Term Sheet and the Restructuring Support Agreement, the Debtors will restructure their funded debt obligations by, among other things: (i) the contribution by the DIP Lenders of a $75 million DIP Facility, $70 million of which will consist of new money and $5 million of which will consist of rolled up New Incremental Loans from the New Incremental Facility; (ii) conversion of the DIP Facility into the Priority Exit Facility; (iii) entry into the New Term Loan Facility, junior in priority to the Priority Exit Facility; (iv) equitization of the Allowed Loan Claims into New Term Loans and New Common Stock; and (vi) distribution of New Warrants to Holders of Existing Equity Interests who grant releases as described below. Implementation The Debtors will effectuate the Restructuring through the Chapter 11 Cases and confirmation of the Plan, which shall be consistent with this Restructuring Term Sheet and subject to the terms and conditions set forth in the Restructuring Support Agreement.
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Restructuring Term Sheet. 1 Terms used herein but defined shall have the meaning ascribed to them in the Restructuring Support Agreement. This term sheet (this “Restructuring Term Sheet, which is Exhibit A to a Restructuring Support Agreement dated March 13, 2020 ”) contains certain material terms and conditions of the proposed restructuring (the “Restructuring Support AgreementTransactions”) of CalAmp Corp. (“CalAmp”), by CalAmp Wireless Networks Corporation (“CWNC”), LoJack Global LLC (“LoJack”), and among Internap Corporation Synovia Solutions, LLC (“Synovia”, and certain of its affiliates collectively with CalAmp, CWNC and subsidiaries (collectivelyLoJack, the “Company” or the “Debtors”) and the Consenting Lenders, describes the proposed terms of the Company’s restructuring (the “Restructuring”). The Company will implement the Restructuring through a prepackaged plan of reorganization under chapter 11 of the Bankruptcy Code, which shall be consistent with the terms of this Debtors”).1 This Restructuring Term Sheet and does not address all terms, conditions or other provisions that would be required in connection with the Restructuring Support Agreement (as it may Transactions or that will be amended or supplemented from time to time in accordance with the terms of the Restructuring Support Agreement, the “Plan”), in voluntary chapter 11 cases (the “Chapter 11 Cases”) to be commenced in the Bankruptcy Court. This Term Sheet incorporates the rules of construction set forth in section 102 of the Bankruptcy Code. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Restructuring Support Agreement and in Annex 1 hereto. Debtors Internap Corporation (“INAP”), Datagram LLC, Hosting Intellect LLC, Internap Connectivity LLC, SingleHop LLC, Ubersmith, Inc., and Internap Technology Solutions Inc. Summary Subject in all respects to and as provided by the other terms of this Restructuring Term Sheet and the Restructuring Support Agreement, the Debtors will restructure their funded debt obligations by, among other things: (i) the contribution by the DIP Lenders of a $75 million DIP Facility, $70 million of which will consist of new money and $5 million of which will consist of rolled up New Incremental Loans from the New Incremental Facility; (ii) conversion of the DIP Facility into the Priority Exit Facility; (iii) entry into the New Term Loan Facility, junior in priority to the Priority Exit Facility; (iv) equitization of the Allowed Loan Claims into New Term Loans and New Common Stock; and (vi) distribution of New Warrants to Holders of Existing Equity Interests who grant releases as described below. Implementation The Debtors will effectuate the Restructuring through the Chapter 11 Cases and confirmation of the Plan, which shall be consistent with this Restructuring Term Sheet and subject to the terms and conditions set forth in the Restructuring Support AgreementPlan.2 THIS RESTRUCTURING TERM SHEET IS NOT AN OFFER, ACCEPTANCE OR SOLICITATION WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER, ACCEPTANCE OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE LAW, INCLUDING 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, DEEMED BINDING ON ANY OF THE PARTIES HERETO. THIS RESTRUCTURING TERM SHEET IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE COMPANY, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERS. ACCORDINGLY, THIS RESTRUCTURING 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. THIS RESTRUCTURING TERM SHEET IS PROVIDED IN CONFIDENCE. NEITHER THIS RESTRUCTURING TERM SHEET, NOR THE FACT THAT IT EXISTS OR THE TERMS HEREOF, MAY BE SHARED WITH ANY PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE COMPANY, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERS AND THEIR RESPECTIVE LEGAL ADVISORS. THIS RESTRUCTURING TERM SHEET DOES NOT CREATE A DUTY TO NEGOTIATE IN GOOD FAITH TOWARD DEFINITIVE DOCUMENTATION AND SHALL NOT BE RELIED UPON BY ANY PERSON AS THE BASIS FOR ANY LIABILITY OR THE BASIS FOR A CONTRACT BY ESTOPPEL OR OTHERWISE.
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Restructuring Term Sheet. 1 Terms used herein but defined shall have This term sheet (the meaning ascribed to them in “Restructuring Term Sheet”) sets forth the principal terms of the Restructuring Support AgreementTransactions and certain related transactions concerning the Company Parties agreed to by the Consenting Creditors and the Company Parties. This Restructuring Term Sheet, which is Exhibit A to Sheet does not contain a Restructuring Support Agreement dated March 13, 2020 (the “Restructuring Support Agreement”), by complete list of all terms and among Internap Corporation and certain of its affiliates and subsidiaries (collectively, the “Company” or the “Debtors”) and the Consenting Lenders, describes the proposed terms conditions of the Company’s restructuring (the “Restructuring”)potential transactions described herein. The Company will implement the This Restructuring through a prepackaged plan of reorganization under chapter 11 of the Bankruptcy CodeTerm Sheet has been produced for discussion and settlement purposes only. Accordingly, which shall be consistent with the terms of this Restructuring Term Sheet and the information contained herein are entitled to protection from any use or disclosure to any party or person pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable rule, statute, or doctrine of similar import protecting the use or disclosure of confidential settlement discussions. This Restructuring Term Sheet is confidential and subject to applicable confidentiality provisions and agreements. The Restructuring Transactions contemplated under this Restructuring Term Sheet will be implemented pursuant to the Restructuring Support Agreement and the agreed upon restructuring Plan (as it may be amended תוכנית הסדר), filed concurrently or supplemented from time to time in accordance with the terms immediately after execution of the Restructuring Support Agreement, as well as all other ancillary agreements and documents, and of any other completion of definitive documents, incorporating the “Plan”), in voluntary chapter 11 cases (the “Chapter 11 Cases”) to be commenced in the Bankruptcy Court. This Term Sheet incorporates the rules of construction terms set forth in section 102 of the Bankruptcy Code. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Restructuring Support Agreement and in Annex 1 hereto. Debtors Internap Corporation (“INAP”), Datagram LLC, Hosting Intellect LLC, Internap Connectivity LLC, SingleHop LLC, Ubersmith, Inc., and Internap Technology Solutions Inc. Summary Subject in all respects to and as provided by the other terms of this Restructuring Term Sheet and the Restructuring Support Agreement, the Debtors will restructure their funded debt obligations by, among other things: (i) the contribution by the DIP Lenders closing of a $75 million DIP Facility, $70 million of which will consist of new money and $5 million of which will consist of rolled up New Incremental Loans from the New Incremental Facility; (ii) conversion of the DIP Facility into the Priority Exit Facility; (iii) entry into the New Term Loan Facility, junior in priority to the Priority Exit Facility; (iv) equitization of the Allowed Loan Claims into New Term Loans and New Common Stock; and (vi) distribution of New Warrants to Holders of Existing Equity Interests who grant releases as described below. Implementation The Debtors will effectuate the Restructuring through the Chapter 11 Cases and confirmation of the Plan, which any restructuring shall be consistent with this Restructuring Term Sheet and subject to the terms and conditions set forth in such agreed and executed definitive documents. The regulatory, tax, accounting, and other legal and financial matters and effects related to the Restructuring Transactions, or any related restructuring or similar transaction have not been fully evaluated and any such evaluation may affect the terms and structure of any Restructuring Transactions or related transactions. Capitalized terms used but otherwise not defined herein shall have the meaning ascribed to such terms in the Restructuring Support Agreement. THIS RESTRUCTURING TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN, IT BEING UNDERSTOOD THAT SUCH AN OFFER OR SOLICITATION, IF ANY, WILL BE MADE ONLY IN COMPLIANCE WITH APPLICABLE LAW. Restructuring Transactions Overview Implementation The restructuring will be implemented through: 1. the concurrent or substantially concurrent (i) execution of the Restructuring Support Agreement and (ii) commencement by the Company of debt arrangement proceedings pursuant to Part 10 to the Israeli Insolvency and Financial Rehabilitation Law, 2018 in the District Court of Beer Sheba (the “Israeli Debt Arrangement Proceedings”); and 2. thereafter, the commencement (i) by Gamida Inc. of a case under chapter 15 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court” and, such case, the “Chapter 15 Case”) and, as necessary, (ii) any Parallel Proceedings. The Restructuring Transactions will be subject to and carried-out in accordance with the terms and conditions of the Definitive Documents, the Restructuring Support Agreement (including the exhibits thereto), and the consent requirements set forth in each of the foregoing. The Restructuring Transactions will be effectuated pursuant to a plan of arrangement to be filed on or immediately after the Agreement Effective Date and to be approved by the competent court under the Israeli Debt Arrangement Proceedings (the “Restructuring Plan”), followed by (i) recognition of the Israeli Debt Arrangement Proceedings and Restructuring Plan in the Chapter 15 Case, and (ii) any additional relief in any other Parallel Proceeding in order to effectuate the Restructuring Transactions. Following entry by the Israeli Court of the Confirmation Order, and after the occurrence of the other events specified in the definition of the Plan Effective Date, the Restructuring Plan shall be effective on or before the Plan Effective Date (as defined below). The Restructuring Plan will be carried out subject to the timeline contemplated by the other milestones set forth in this Restructuring Term Sheet, subject in each case (other than with respect to the Plan Effective Date) to reasonable extensions solely in order to accommodate the respective Israeli Court’s schedule or Bankruptcy Court’s schedule as necessary, and as consented to by the Consenting Creditors (the “Milestones”), provided, that, the Parties shall negotiate in good faith in connection with any additional funding needs of the Company as a result of the extension of any Milestones.
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Restructuring Term Sheet. 1 Terms used herein but defined shall have October 26, 2018 This term sheet (the meaning ascribed “Restructuring Term Sheet”) summarizes the material terms and conditions of certain transactions in connection with a potential restructuring (the “Restructuring Transaction”) of the capital structure and financial obligations of Gastar Exploration Inc., a Delaware corporation (“Gastar”), and its subsidiary. The regulatory, tax, accounting, and other legal and financial matters and effects related to them in the Restructuring Support AgreementTransaction have not been fully evaluated, and any such evaluation may affect the terms and structure of any Restructuring Transaction. This Restructuring Term Sheet, which Sheet is Exhibit A attached to and made a part of the Restructuring Support Agreement dated March 13(as amended, 2020 (modified or supplemented from time to time, the “Restructuring Support AgreementRSA”), dated as of October 26, 2018, by and among Internap Corporation the Company and certain the Consenting Parties (as each such term is defined below). THIS RESTRUCTURING TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER OR PROPOSAL WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY CHAPTER 11 PLAN. THE PARTIES TO THIS TERM SHEET ACKNOWLEDGE AND AGREE THAT ANY SUCH OFFER, PROPOSAL OR SOLICITATION, IF ANY, WILL BE MADE ONLY IN COMPLIANCE WITH APPLICABLE PROVISIONS OF ALL APPLICABLE LAW. THIS RESTRUCTURING TERM SHEET DOES NOT ADDRESS ALL TERMS THAT WOULD BE REQUIRED IN CONNECTION WITH ANY POTENTIAL RESTRUCTURING. THE ENTRY INTO OR THE CREATION OF ANY BINDING AGREEMENT AND THE TRANSACTIONS CONTEMPLATED IN THIS RESTRUCTURING TERM SHEET ARE SUBJECT IN ALL RESPECTS TO THE NEGOTIATION, EXECUTION AND DELIVERY OF DEFINITIVE DOCUMENTATION IN FORM AND SUBSTANCE CONSISTENT WITH THIS RESTRUCTURING TERM SHEET AND OTHERWISE ACCEPTABLE TO THE COMPANY AND THE CONSENTING PARTIES AS WELL AS THE SATISFACTORY COMPLETION OF DUE DILIGENCE BY THE CONSENTING PARTIES IN THEIR SOLE DISCRETION. THIS RESTRUCTURING TERM SHEET HAS BEEN PRODUCED FOR DISCUSSION AND SETTLEMENT PURPOSES ONLY. ACCORDINGLY, THIS TERM SHEET IS SUBJECT TO THE PROVISIONS OF RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND OTHER SIMILAR APPLICABLE STATE AND FEDERAL RULES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION AND INFORMATION EXCHANGED IN THE CONTEXT OF SETTLEMENT DISCUSSIONS. THIS RESTRUCTURING TERM SHEET AND THE INFORMATION CONTAINED IN THIS RESTRUCTURING TERM SHEET ARE STRICTLY CONFIDENTIAL AND SHALL NOT BE SHARED WITH ANY OTHER PARTY ABSENT THE PRIOR WRITTEN CONSENT OF THE CONSENTING PARTIES OR THEIR COUNSEL. OVERVIEW Parties to the Restructuring Company: Gastar; Northwest Property Ventures LLC; and any other future subsidiaries of its affiliates and subsidiaries Gastar (collectively, the “Company” or the “Debtors”) and the Consenting Lenders, describes the proposed terms of the Company’s restructuring (the “Restructuring”). The Company will implement the Restructuring through a prepackaged plan of reorganization under chapter 11 of the Bankruptcy Code, which shall be consistent with the terms of this Restructuring Term Sheet and the Restructuring Support Agreement (as it may be amended or supplemented from time to time in accordance with the terms of the Restructuring Support Agreement, the “Plan”), in voluntary chapter 11 cases (the “Chapter 11 Cases”) to be commenced in the Bankruptcy Court. This Term Sheet incorporates the rules of construction set forth in section 102 of the Bankruptcy Code. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Restructuring Support Agreement and in Annex 1 hereto. Debtors Internap Corporation (“INAP”), Datagram LLC, Hosting Intellect LLC, Internap Connectivity LLC, SingleHop LLC, Ubersmith, Inc., and Internap Technology Solutions Inc. Summary Subject in all respects to and as provided by the other terms of this Restructuring Term Sheet and the Restructuring Support Agreement, the Debtors will restructure their funded debt obligations by, among other things: (i) the contribution by the DIP Lenders of a $75 million DIP Facility, $70 million of which will consist of new money and $5 million of which will consist of rolled up New Incremental Loans from the New Incremental Facility; (ii) conversion of the DIP Facility into the Priority Exit Facility; (iii) entry into the New Term Loan Facility, junior in priority to the Priority Exit Facility; (iv) equitization of the Allowed Loan Claims into New Term Loans and New Common Stock; and (vi) distribution of New Warrants to Holders of Existing Equity Interests who grant releases as described below. Implementation The Debtors will effectuate the Restructuring through the Chapter 11 Cases and confirmation of the Plan, which shall be consistent with this Restructuring Term Sheet and subject to the terms and conditions set forth in the Restructuring Support Agreement.
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