Restructuring Support Agreement - NAC

Presentment Date: November 8, 2021 at 12:00 PM Objection Deadline: November 5, 2021 at 4:00 PM

Jasmine Ball David A. Rosenzweig Nick S. Kaluk, III Francisco Vazquez Elie J. Worenklein NORTON ROSE FULBRIGHT US LLP DEBEVOISE & PLIMPTON LLP 1301 Avenue of the Americas 919 Third Avenue New York, NY 10019 New York, New York 10022 Telephone: (212) 318-3000 Telephone: (212) 909 6000 Fax: (212) 318-3400 Facsimile: (212) 909 6836 Counsel to the Debtor Aircraft Counsel to the Debtor and Debtor in Possession and Debtor in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re: PHILIPPINE AIRLINES, INC.,

Debtor.1

Chapter 11 Case No. 21-11569 (SCC)

NOTICE OF PRESENTMENT OF STIPULATION AND ORDER BETWEEN DEBTOR

AND COUNTERPARTIES CONCERNING CERTAIN EQUIPMENT

PLEASE TAKE NOTICE that the Debtor will present the attached Stipulation and

Order Between Debtor and Counterparties Concerning Certain Equipment annexed hereto as

Annex A (the “Stipulation”) for signature to the Honorable Judge Shelley C. Chapman, United

States Bankruptcy Judge for the Southern District of New York (the “Court”), Room 623, One

Bowling Green, New York, 10004 on November 8, 2021 at 12:00 p.m. (prevailing Eastern

Time).

PLEASE TAKE FURTHER NOTICE that any objections or responses to the

Stipulation must be made in writing, state with particularity the grounds therefor, conform to the

1 The Debtor in this case, along with the Debtor’s registration number in the applicable jurisdiction, is as follows:

Philippine Airlines, Inc. (PW37). The Debtor’s corporate headquarters is located at PNB Financial Center, President Diosdado Macapagal Avenue, CCP Complex, Pasay City 1300, Metro Manila, Philippines.

21-11569-scc Doc 225 Filed 10/29/21 Entered 10/29/21 12:36:49 Main Document Pg 1 of 37

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2111569211029000000000002

Docket #0225 Date Filed: 10/29/2021

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Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District

of New York, be filed electronically in text searchable portable document format (PDF) with the

Bankruptcy Court in accordance with General Order M-399 (General Order M-399 can be found

at www.nysb.uscourts.gov, the official website for the Bankruptcy Court), by registered users of

the Bankruptcy Court’s case filing system and by all other parties in interest, and be served on:

(i) the Chambers of the Honorable Shelley C. Chapman, United States Bankruptcy Court for the

Southern District of New York, One Bowling Green, New York, NY 10004; (ii) counsel for the

Debtor, Debevoise & Plimpton, LLP, 919 Third Avenue, New York, NY 10022, Attn: Jasmine

Ball, Nick S. Kaluk, III and Elie J. Worenklein; (iii) aircraft counsel to the Debtor, Norton Rose

Fulbright US LLP, 1301 Avenue of the Americas, New York, NY 10019, Attn: David A.

Rosenzweig and Francisco Vazquez; and (iv) William K. Harrington, U.S. Department of

Justice, Office of the U.S. Trustee, 201 Varick Street, Room 1006, New York, NY 10014, Attn:

Susan A. Arbeit, so as to be received no later than November 5, 2021 at 4:00 p.m. (prevailing

Eastern Time) (the “Objection Deadline”).

PLEASE TAKE FURTHER NOTICE that if no objections are received by the

Objection Deadline, the Court may approve the Stipulation without further notice.

PLEASE TAKE FURTHER NOTICE that if an objection is timely filed by the

Objection Deadline, the Court will notify the Debtor and the objecting parties of the date and

time of the hearing with respect to the Stipulation and the Debtor’s obligation to notify all other

parties entitled to receive notice. The Debtor and any objecting parties are required to attend the

hearing in accordance with General Order M-543 (which can be found at

http://www.nysb.uscourts.gov), and failure to attend may result in relief being granted or denied

upon default.


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PLEASE TAKE FURTHER NOTICE that any potential hearing that is scheduled may

be continued or adjourned from time to time without further notice other than an announcement

of the adjourned date or dates at the hearing or at a later hearing.

PLEASE TAKE FURTHER NOTICE that copies of the Stipulation and other

pleadings for subsequent hearings may be obtained free of charge by visiting the KCC website at

www.kccllc.net/PAL. You may also obtain copies of any pleadings by visiting

http://www.nysb.uscourts.gov in accordance with the procedures and fees set forth therein..


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Dated: October 29, 2021 New York, New York

DEBEVOISE & PLIMPTON LLP

By: /s/ Jasmine Ball Jasmine Ball Nick S. Kaluk, III Elie J. Worenklein 919 Third Avenue New York, New York 10022 Telephone: (212) 909 6000 Facsimile: (212) 909 6836 Jasmine Ball Counsel to the Debtor and Debtor in Possession and David A. Rosenzweig Francisco Vazquez NORTON ROSE FULBRIGHT US LLP 1301 Avenue of the Americas New York, NY 10019 Telephone: (212) 318-3000 Fax: (212) 318-3400 Aircraft Counsel to the Debtor and Debtor in Possession


ANNEX A


EXHIBIT A

Counterparties

1. Nordic Aviation Leasing Twenty Three Pte. Ltd., as Lessor

Equipment

Collectively, the following aircraft equipment is referred to in the Stipulation as the

“Equipment”:

The following Airframe and related equipment, as more particularly defined in the

applicable Agreements related to such Equipment (along with all constituent engines, equipment,

parts and appurtenances thereto):

(a) One (1) Bombardier model DHC-8Q-Series 400 airframe bearing manufacturer’s

serial number 4580 and Philippine registration mark RP-C5907, together with two (2) Pratt &

Whitney Canada model PW150A engines respectively bearing manufacturer’s serial numbers

PCE-FA1317 and PCE-FA1313.

Agreements

A. Aircraft Lease Agreement dated 16 April 2018 between Nordic Aviation Leasing

Twenty Three Pte. Ltd. and Philippine Airlines, Inc. as amended, novated and supplemented from

time to time.

B. Lease Acceptance Certificate dated 25 May between Nordic Aviation Leasing

Twenty Three Pte. Ltd. and Philippine Airlines, Inc.

C. Any and all other operative documents relating to the Equipment including,

without limitation, all lease agreements, loan agreements, funding agreements, indentures, all

parties agreements, participation agreements, security agreements, intercreditor agreements,


guarantee agreements and indemnity agreements, as applicable.


PRIVATE AND CONFIDENTIAL

EXHIBIT B

[Redacted]

POWER BY THE HOUR AGREEMENT(AIRCRAFTMSN 4580)

THIS POWER BY THE HOUR AGREEMENT (AIRCRAFT MSN 4580) (together with schedules and exhibits hereto, this “PBH Agreement”) is dated ____________, 2021, amongPhilippine Airlines, Inc. (the “Lessee” or the “Debtor”) and the counterparty or counterparties listed on the signature pages hereto (each, a “Counterparty” and collectively, the “Counterparties”).

WHEREAS, the Counterparties and the Lessee are parties to the agreements listed on Exhibit 1 hereto (the “Agreements”) relating to certain aircraft (the “Equipment” or “PBH Equipment”);

WHEREAS, on ____________, 2021 (the “Petition Date”), the Lessee commenced a case under chapter 11 of title 11 of the United States Code (the “Chapter 11 Case”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”);

WHEREAS, on ____________, 2021, the Lessee and the Counterparties entered into the Stipulation and Order Between Certain Debtor and Counterparties Concerning Certain Equipment (the “Lessor Stipulation and Order”) providing that the Lessee and the Counterparties (as defined in the Lessor Stipulation and Order) may enter into a PBH Agreement (as defined in the Lessor Stipulation and Order); and

WHEREAS, this PBH Agreement is the PBH Agreement referenced in the Lessor Stipulation and Order in respect of the Equipment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lessee and the Counterparties hereby agree as follows:

1. Definitions. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Lessor Stipulation and Order or, if not defined therein, in the applicable Agreement. In addition, certain terms used in this PBH Agreement and in the Lessor Stipulation and Order are defined on Exhibit 2 hereto.

2. Effectiveness. The power by the hour arrangements set forth in this PBH Agreement shall be applicable in respect of the usage of the Equipment during the period commencing on

(such period, the “PBH Period”),provided that the confidentiality provisions in Section 10(d) below shall survive the end of the PBH Period and the termination of this PBH Agreement in accordance with the terms thereof.

3. PBH Rent.



2



3

5. Payment Account. All payments by the Lessee to the Counterparties hereunder shall be made to the account specified in the Agreements or as otherwise agreed to by the Parties.

6. Payments Generally. All payments by the Lessee to the Counterparties hereunder shall be made in accordance with the applicable procedures (including any tax gross-up and tax indemnity provisions) established in the Agreements.

9. Miscellaneous.

(a) The effectiveness of this PBH Agreement and any obligations and/or liabilities of the Debtor and the Counterparties hereunder shall be subject to the Court entering the Lessor Stipulation and Order.

(b) This PBH Agreement may be executed in one or more counterparts, by facsimile, electronic transmission or otherwise, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument.

(c) This PBH Agreement and any claim, controversy or dispute relating to or arising out of this PBH Agreement shall be governed by, and construed in accordance with, the laws of the State of New York; provided that the Court shall have exclusive jurisdiction to hear disputes arising from or related to this PBH Agreement during the pendency of the Chapter 11 Case.



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(d) Each of the Counterparties undertakes and agrees to cause itself , its affiliates, and each of their respective affiliates, directors, officers, employees and advisers to retain in strict confidence the terms of this PBH Agreement (including all schedules hereto) (“Confidential Information”), and not to use, disclose to others or permit the use or disclosure of any Confidential Information during the period from the date hereof through the end of the PBH Period and for one year thereafter; provided, that Confidential Information may be disclosed (i) to such Counterparty’s affiliates, and their respective directors, officers, employees, agents, actual or potential transferees, lenders, servicers, managers, auditors, current or prospective investors, current or prospective purchasers, current or prospective financiers, and any of their respective advisers that need to know such information (provided that such recipients agree to maintain the confidentiality of such information on substantially the same terms as those set forth in this paragraph); (ii) if required by applicable law or judicial order or if requested by any governmental or regulatory authority having jurisdiction over such Counterparty; (iii) as permitted by the confidentiality provisions of the Agreements; or (iv) as may be required to obtain the Court’s approval of this PBH Agreement; provided that the Counterparties shall have no obligation under this paragraph to maintain as confidential any Confidential Information that has come within the public domain through no fault of or action by the Counterparties or that has otherwise been previously disclosed to the person receiving such Confidential Information by the Lessee, the Debtor or any of their respective affiliates, directors, officers, employees or advisers.

[Signature Pages Follow]



IN WITNESS WHEREOF, this PBH Agreement has been executed and delivered by each of the parties hereto on the date first set forth above.

LESSEE:

PHILIPPINE AIRLINES, INC.

By: Name: Title:

By: Name: Title:

COUNTERPARTIES:

NORDIC AVIATION LEASING TWENTY THREE PTE. LTD.as Lessor

By: Name: Title:



Schedule 1to

Power by the Hour Agreement

[Redacted]

PBH Rate

Aircraft Airframe Engine 1 Engine 2



Schedule 2to


[Redacted]

Form of PBH Utilization Statement

PBH UTLIZATION STATEMENT

PBH UTILISATION STATEMENT

Bombardier DHC-8-402 MSN 4580 (RP-C5907)

For the Period :

AIRFRAME

Flight Hours utilized for the Month

Flight Cycles utilized for the Month

ENGINE

Type : Pratt & Whitney Canada model PW150A

ENGINE STATUS

Engine Serial Number PCE-FA1317 PCE-FA1313

Hours utilized this month

Cycles utilized this month

AUXILIARY POWER UNIT

Serial Number PW-P409054

APU Hours / Cyclesutilized for the month

LANDING GEARS

NLG LH MLG RH MLG



Serial Number MA0629 MA1211 MA1212



PROPELLERS

Propeller Serial Number DAP1294 DAP1273


Prepared by:

Noted by:

Checked by:



EXHIBIT 1 TO PBH AGREEMENT

Counterparties


Equipment

1. One (1) Bombardier model DHC-8Q-Series 400 airframe bearing manufacturer’s




Agreements



time to time.

B. Lessee Acceptance Certificate dated 25 May between Nordic Aviation Leasing


C. Any and all other operative documents relating to the Equipment including, without

limitation, all lease agreements, loan agreements, funding agreements, indentures, all parties

agreements, participation agreements, security agreements, intercreditor agreements, guarantee

agreements and indemnity agreements, as applicable.




[Redacted]

Certain Definitions and Terms

1.

2.



3.

4.



5.

6. Allowance of Prepetition Claims with respect to Equipment Subject to PBH Agreement.

A. The Parties agree that, in the event that Agreements are assumed on the Plan Effective Date in accordance with the RSA, the Counterparties’ general unsecured claims against the Lessee for the matters described in the first sentence of decretal paragraph 8 of the Lessor Stipulation and Order with respect to the Equipment subject to this PBH Agreement and the associated Agreements related to such PBH Equipment is in the amount of US$4,157,144.51 (to be held in the name of Nordic Aviation Leasing Twenty Three Pte. Ltd.) (the “PBH Allowed Claim”), which PBH Allowed Claim shall be treated as an allowed general unsecured claim against the Lessee. Upon entry of the Lessor Stipulation and Order, such PBH Allowed Claim shall be allowed in such amount set forth above without the need of the Counterparties filing a proof of claim. The Lessee hereby represents and warrants that the claims of all aircraft lease damages for which it is reaching agreements as to the allowed amounts of such claims under similar power-by-the-hour agreements or other agreements have been calculated using the same general terms, methodologies, discount rates and assumptions (subject to reasonable valuation and expense differences for different aircraft types and vintages).

B. In the event that the Debtor breaches the terms of this PBH Agreement and/or the Lessor Stipulation and Order, the Lessor retains the right and may assert an



amended claim to the PBH Allowed Claim to reflect any additional and actual damages, subject to the Debtor’s rights to object to such amended claims.

C. Except as provided herein, upon the entry of the Lessor Stipulation and Order, the PBH Allowed Claim for the Equipment subject to this PBH Agreement shall not be (either directly or indirectly) (y) subject to any challenge, objection, reduction, subordination, counterclaim or offset for any reason or (z) subject to any objection, subordination, avoidance or recovery actions under Sections 502(d), 510, 542, 544, 545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code.

D. In the event that the Stipulation Period terminates without the Agreements being assumed by the Debtor on the Plan Effective Date in accordance with the RSA, then the allowance of the PBH Allowed Claim shall be void ab initio and the PBH Allowed Claim shall be disallowed; provided, however, that the Counterparties shall be entitled to assert any and all prepetition general unsecured claims under the Agreements by filing a proof of claim against the Debtor (i) in the case where the Agreement is rejected or the Equipment is abandoned, as provided and within the time periods in paragraph 8 of the Lessor Stipulation and Order and (ii) in cases where the Agreements are not rejected or the Equipment is not abandoned, on or before the later of: (i) 30 days after the end of the Stipulation Period and (ii) any general claims bar date set by the Court to file a proof of claim for any pre-petition cases, and the Debtor and the Debtor’s estate reserves and retains the right to challenge, contest, or otherwise object to such proof of claim.

7. Non-discrimination.




[Redacted]

Technical Records

1.

.


EXHIBIT A

Counterparties


Equipment

Collectively, the following aircraft equipment is referred to in the Stipulation as the

“Equipment”:

The following Airframe and related equipment, as more particularly defined in the

applicable Agreements related to such Equipment (along with all constituent engines, equipment,

parts and appurtenances thereto):

(a) One (1) Bombardier model DHC-8Q-Series 400 airframe bearing manufacturer’s




Agreements



time to time.

B. Lease Acceptance Certificate dated 25 May between Nordic Aviation Leasing


C. Any and all other operative documents relating to the Equipment including,

without limitation, all lease agreements, loan agreements, funding agreements, indentures, all

parties agreements, participation agreements, security agreements, intercreditor agreements,


guarantee agreements and indemnity agreements, as applicable.



EXHIBIT B

[Redacted]

POWER BY THE HOUR AGREEMENT(AIRCRAFTMSN 4580)

THIS POWER BY THE HOUR AGREEMENT (AIRCRAFT MSN 4580) (together with schedules and exhibits hereto, this “PBH Agreement”) is dated ____________, 2021, amongPhilippine Airlines, Inc. (the “Lessee” or the “Debtor”) and the counterparty or counterparties listed on the signature pages hereto (each, a “Counterparty” and collectively, the “Counterparties”).

WHEREAS, the Counterparties and the Lessee are parties to the agreements listed on Exhibit 1 hereto (the “Agreements”) relating to certain aircraft (the “Equipment” or “PBH Equipment”);

WHEREAS, on ____________, 2021 (the “Petition Date”), the Lessee commenced a case under chapter 11 of title 11 of the United States Code (the “Chapter 11 Case”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”);

WHEREAS, on ____________, 2021, the Lessee and the Counterparties entered into the Stipulation and Order Between Certain Debtor and Counterparties Concerning Certain Equipment (the “Lessor Stipulation and Order”) providing that the Lessee and the Counterparties (as defined in the Lessor Stipulation and Order) may enter into a PBH Agreement (as defined in the Lessor Stipulation and Order); and

WHEREAS, this PBH Agreement is the PBH Agreement referenced in the Lessor Stipulation and Order in respect of the Equipment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lessee and the Counterparties hereby agree as follows:

1. Definitions. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Lessor Stipulation and Order or, if not defined therein, in the applicable Agreement. In addition, certain terms used in this PBH Agreement and in the Lessor Stipulation and Order are defined on Exhibit 2 hereto.

2. Effectiveness. The power by the hour arrangements set forth in this PBH Agreement shall be applicable in respect of the usage of the Equipment during the period commencing on

(such period, the “PBH Period”),provided that the confidentiality provisions in Section 10(d) below shall survive the end of the PBH Period and the termination of this PBH Agreement in accordance with the terms thereof.

3. PBH Rent.



2



3

5. Payment Account. All payments by the Lessee to the Counterparties hereunder shall be made to the account specified in the Agreements or as otherwise agreed to by the Parties.

6. Payments Generally. All payments by the Lessee to the Counterparties hereunder shall be made in accordance with the applicable procedures (including any tax gross-up and tax indemnity provisions) established in the Agreements.

9. Miscellaneous.

(a) The effectiveness of this PBH Agreement and any obligations and/or liabilities of the Debtor and the Counterparties hereunder shall be subject to the Court entering the Lessor Stipulation and Order.

(b) This PBH Agreement may be executed in one or more counterparts, by facsimile, electronic transmission or otherwise, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument.

(c) This PBH Agreement and any claim, controversy or dispute relating to or arising out of this PBH Agreement shall be governed by, and construed in accordance with, the laws of the State of New York; provided that the Court shall have exclusive jurisdiction to hear disputes arising from or related to this PBH Agreement during the pendency of the Chapter 11 Case.



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(d) Each of the Counterparties undertakes and agrees to cause itself , its affiliates, and each of their respective affiliates, directors, officers, employees and advisers to retain in strict confidence the terms of this PBH Agreement (including all schedules hereto) (“Confidential Information”), and not to use, disclose to others or permit the use or disclosure of any Confidential Information during the period from the date hereof through the end of the PBH Period and for one year thereafter; provided, that Confidential Information may be disclosed (i) to such Counterparty’s affiliates, and their respective directors, officers, employees, agents, actual or potential transferees, lenders, servicers, managers, auditors, current or prospective investors, current or prospective purchasers, current or prospective financiers, and any of their respective advisers that need to know such information (provided that such recipients agree to maintain the confidentiality of such information on substantially the same terms as those set forth in this paragraph); (ii) if required by applicable law or judicial order or if requested by any governmental or regulatory authority having jurisdiction over such Counterparty; (iii) as permitted by the confidentiality provisions of the Agreements; or (iv) as may be required to obtain the Court’s approval of this PBH Agreement; provided that the Counterparties shall have no obligation under this paragraph to maintain as confidential any Confidential Information that has come within the public domain through no fault of or action by the Counterparties or that has otherwise been previously disclosed to the person receiving such Confidential Information by the Lessee, the Debtor or any of their respective affiliates, directors, officers, employees or advisers.

[Signature Pages Follow]



IN WITNESS WHEREOF, this PBH Agreement has been executed and delivered by each of the parties hereto on the date first set forth above.

LESSEE:

PHILIPPINE AIRLINES, INC.

By: Name: Title:

By: Name: Title:

COUNTERPARTIES:

NORDIC AVIATION LEASING TWENTY THREE PTE. LTD.as Lessor

By: Name: Title:



Schedule 1to


[Redacted]

PBH Rate

Aircraft Airframe Engine 1 Engine 2



Schedule 2to


[Redacted]

Form of PBH Utilization Statement

PBH UTLIZATION STATEMENT

PBH UTILISATION STATEMENT

Bombardier DHC-8-402 MSN 4580 (RP-C5907)

For the Period :

AIRFRAME

Flight Hours utilized for the Month

Flight Cycles utilized for the Month

ENGINE

Type : Pratt & Whitney Canada model PW150A

ENGINE STATUS

Engine Serial Number PCE-FA1317 PCE-FA1313



AUXILIARY POWER UNIT

Serial Number PW-P409054

APU Hours / Cyclesutilized for the month

LANDING GEARS

NLG LH MLG RH MLG



Serial Number MA0629 MA1211 MA1212



PROPELLERS

Propeller Serial Number DAP1294 DAP1273


Prepared by:

Noted by:

Checked by:




Counterparties


Equipment

1. One (1) Bombardier model DHC-8Q-Series 400 airframe bearing manufacturer’s




Agreements



time to time.

B. Lessee Acceptance Certificate dated 25 May between Nordic Aviation Leasing


C. Any and all other operative documents relating to the Equipment including, without

limitation, all lease agreements, loan agreements, funding agreements, indentures, all parties

agreements, participation agreements, security agreements, intercreditor agreements, guarantee

agreements and indemnity agreements, as applicable.




[Redacted]

Certain Definitions and Terms

1.

2.



3.

4.



5.

6. Allowance of Prepetition Claims with respect to Equipment Subject to PBH Agreement.

A. The Parties agree that, in the event that Agreements are assumed on the Plan Effective Date in accordance with the RSA, the Counterparties’ general unsecured claims against the Lessee for the matters described in the first sentence of decretal paragraph 8 of the Lessor Stipulation and Order with respect to the Equipment subject to this PBH Agreement and the associated Agreements related to such PBH Equipment is in the amount of US$4,157,144.51 (to be held in the name of Nordic Aviation Leasing Twenty Three Pte. Ltd.) (the “PBH Allowed Claim”), which PBH Allowed Claim shall be treated as an allowed general unsecured claim against the Lessee. Upon entry of the Lessor Stipulation and Order, such PBH Allowed Claim shall be allowed in such amount set forth above without the need of the Counterparties filing a proof of claim. The Lessee hereby represents and warrants that the claims of all aircraft lease damages for which it is reaching agreements as to the allowed amounts of such claims under similar power-by-the-hour agreements or other agreements have been calculated using the same general terms, methodologies, discount rates and assumptions (subject to reasonable valuation and expense differences for different aircraft types and vintages).

B. In the event that the Debtor breaches the terms of this PBH Agreement and/or the Lessor Stipulation and Order, the Lessor retains the right and may assert an



amended claim to the PBH Allowed Claim to reflect any additional and actual damages, subject to the Debtor’s rights to object to such amended claims.

C. Except as provided herein, upon the entry of the Lessor Stipulation and Order, the PBH Allowed Claim for the Equipment subject to this PBH Agreement shall not be (either directly or indirectly) (y) subject to any challenge, objection, reduction, subordination, counterclaim or offset for any reason or (z) subject to any objection, subordination, avoidance or recovery actions under Sections 502(d), 510, 542, 544, 545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code.

D. In the event that the Stipulation Period terminates without the Agreements being assumed by the Debtor on the Plan Effective Date in accordance with the RSA, then the allowance of the PBH Allowed Claim shall be void ab initio and the PBH Allowed Claim shall be disallowed; provided, however, that the Counterparties shall be entitled to assert any and all prepetition general unsecured claims under the Agreements by filing a proof of claim against the Debtor (i) in the case where the Agreement is rejected or the Equipment is abandoned, as provided and within the time periods in paragraph 8 of the Lessor Stipulation and Order and (ii) in cases where the Agreements are not rejected or the Equipment is not abandoned, on or before the later of: (i) 30 days after the end of the Stipulation Period and (ii) any general claims bar date set by the Court to file a proof of claim for any pre-petition cases, and the Debtor and the Debtor’s estate reserves and retains the right to challenge, contest, or otherwise object to such proof of claim.

7. Non-discrimination.




[Redacted]

Technical Records

1.

.


Restructuring Support Agreement - NAC

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Transcript of Restructuring Support Agreement - NAC