$VNRSQ: COMMON SHARES TO BE CANCELLED
13. Class 13 – VNR Common Units. (a) Classification: Class 13 consists of the VNR Common Units. (b) Treatment: On the Effective Date, except to the extent that a Holder of VNR Common Units agrees to less favorable treatment of its VNR Common Units, and subject to the terms of the Restructuring Transactions, all VNR Common Units shall be cancelled and shall be of no further force and effect , whether surrendered for cancellation or otherwise, and in full and final satisfaction, settlement, release, and discharge of and in exchange for each VNR Common Unit, each Holder of VNR Common Units shall receive: (i) if Class 6, Class 7, Class 8, Class 9, Class 12, and Case 17-30560 Document 843 Filed in TXSB on 05/31/17 Page 43 of 94 39 Class 13 are each determined to have voted to accept the Plan in accordance with the Bankruptcy Code, such Holder’s Pro Rata share of the VNR Common Unit New Warrants; or (ii) if Class 6, Class 7, Class 8, Class 9, Class 12, or Class 13 is determined to have voted to reject the Plan in accordance with the Bankruptcy Code, no distribution; provided that each Holder of VNR Common Units shall be given the opportunity to elect to waive and decline any distribution on account of its VNR Common Units under the Plan, in which case the VNR Common Unit New Warrants that such Holder would have been entitled to receive shall be cancelled and of no further effect. Prior to the Effective Date, the Debtors will distribute waiver election forms to the Holders of VNR Common Units, pursuant to which the Holders may elect to waive and decline any distribution on account of their VNR Common Units. These waiver election forms will set forth instructions by which such Holders may make the election by either (i) electronically delivering their VNR Common Unit positions through DTC’s Automated Tender Offer Program (if the Holder holds its VNR Common Units through a nominee) or (ii) marking such election on the form and returning the form to Prime Clerk LLC (if the VNR Common Units are held directly in the Holder’s name on the books and records of the stock transfer agent and not through a nominee). (c) Voting: Class 13 is Impaired under the Plan. Holders of VNR Common Units are entitled to vote to accept or reject the Plan.
F. Cancellation of Existing Securities and Agreements.
Except as otherwise provided in the Plan, on and after the Effective Date, all notes,
instruments, certificates, agreements, indentures, mortgages, security documents, and other
documents evidencing Claims or Equity Interests, including Other Secured Claims, Lender
Claims, Second Lien Notes Claims, Senior Notes Claims, and Equity Interests in VNR, shall be
deemed canceled, surrendered, and discharged without any need for further action or approval of
the Bankruptcy Court or any Holder or other Person and the obligations of the Debtors or the
Case 17-30560 Document 843 Filed in TXSB on 05/31/17 Page 53 of 94
49
Reorganized Debtors, as applicable, thereunder or in any way related thereto shall be deemed
satisfied in full and discharged, and the Indenture Trustees and the Administrative Agent shall be
released from all duties thereunder; provided, however, that notwithstanding Confirmation or
Consummation, any such indenture or agreement that governs the rights of the Holder of a Claim
shall continue in effect solely for purposes of: (a) allowing Holders to receive distributions
under the Plan; (b) allowing the Indenture Trustees and the Administrative Agent to enforce their
rights, claims, and interests vis-à-vis any parties other than the Debtors; (c) allowing the
Indenture Trustees and the Administrative Agent to make the distributions in accordance with
the Plan (if any), as applicable; (d) preserving any rights of the Administrative Agent or the
Indenture Trustees to payment of fees, expenses, and indemnification obligations as against any
money or property distributable to the Holders under the relevant indenture, the Intercreditor
Agreement, or the Credit Agreement, including any rights to priority of payment and/or to
exercise the Indenture Trustee Charging Liens; (e) allowing the Indenture Trustees and the
Administrative Agent to enforce any obligations owed to each of them under the Plan; (f)
allowing the Indenture Trustees and the Administrative Agent to exercise rights and obligations
relating to the interests of the Holders under the relevant indentures and credit agreements; (g)
allowing the Indenture Trustees and the Administrative Agent to appear in the Chapter 11 Cases
or in any proceeding in the Bankruptcy Court or any other court; and (h) permitting the Indenture
Trustees and the Administrative Agent to perform any functions that are necessary to effectuate
the foregoing; provided, further, however, that except as provided below, the preceding proviso
shall not affect the discharge of Claims or Equity Interests pursuant to the Bankruptcy Code, the
Confirmation Order, or the Plan, or result in any expense or liability to the Debtors or
Reorganized Debtors, as applicable. Except for the foregoing, the Indenture Trustees and their
respective agents shall be relieved of all further duties and responsibilities related to the Notes
Indentures and the Plan, except with respect to such other rights of such Indenture Trustees that,
pursuant to the applicable Notes Indentures, survive the termination of such indentures.
Subsequent to the performance by each Indenture Trustee of its obligations pursuant to the Plan,
each Indenture Trustee and its agents shall be relieved of all further duties and responsibilities
related to the applicable indenture.
The issuance of the New Second Lien Notes, New Common Stock, and New Warrants,2
shall be authorized without the need for any further corporate action or without any further
action by a Holder of a Claim or Equity Interest. The Disbursing Agent will be the transfer
agent, registrar, and redemption agent for the New Common Stock and the New Warrants.
DOCKET#843
https://cases.primeclerk.com/vanguard/Home-Do...hValue=843
13. Class 13 – VNR Common Units. (a) Classification: Class 13 consists of the VNR Common Units. (b) Treatment: On the Effective Date, except to the extent that a Holder of VNR Common Units agrees to less favorable treatment of its VNR Common Units, and subject to the terms of the Restructuring Transactions, all VNR Common Units shall be cancelled and shall be of no further force and effect , whether surrendered for cancellation or otherwise, and in full and final satisfaction, settlement, release, and discharge of and in exchange for each VNR Common Unit, each Holder of VNR Common Units shall receive: (i) if Class 6, Class 7, Class 8, Class 9, Class 12, and Case 17-30560 Document 843 Filed in TXSB on 05/31/17 Page 43 of 94 39 Class 13 are each determined to have voted to accept the Plan in accordance with the Bankruptcy Code, such Holder’s Pro Rata share of the VNR Common Unit New Warrants; or (ii) if Class 6, Class 7, Class 8, Class 9, Class 12, or Class 13 is determined to have voted to reject the Plan in accordance with the Bankruptcy Code, no distribution; provided that each Holder of VNR Common Units shall be given the opportunity to elect to waive and decline any distribution on account of its VNR Common Units under the Plan, in which case the VNR Common Unit New Warrants that such Holder would have been entitled to receive shall be cancelled and of no further effect. Prior to the Effective Date, the Debtors will distribute waiver election forms to the Holders of VNR Common Units, pursuant to which the Holders may elect to waive and decline any distribution on account of their VNR Common Units. These waiver election forms will set forth instructions by which such Holders may make the election by either (i) electronically delivering their VNR Common Unit positions through DTC’s Automated Tender Offer Program (if the Holder holds its VNR Common Units through a nominee) or (ii) marking such election on the form and returning the form to Prime Clerk LLC (if the VNR Common Units are held directly in the Holder’s name on the books and records of the stock transfer agent and not through a nominee). (c) Voting: Class 13 is Impaired under the Plan. Holders of VNR Common Units are entitled to vote to accept or reject the Plan.
F. Cancellation of Existing Securities and Agreements.
Except as otherwise provided in the Plan, on and after the Effective Date, all notes,
instruments, certificates, agreements, indentures, mortgages, security documents, and other
documents evidencing Claims or Equity Interests, including Other Secured Claims, Lender
Claims, Second Lien Notes Claims, Senior Notes Claims, and Equity Interests in VNR, shall be
deemed canceled, surrendered, and discharged without any need for further action or approval of
the Bankruptcy Court or any Holder or other Person and the obligations of the Debtors or the
Case 17-30560 Document 843 Filed in TXSB on 05/31/17 Page 53 of 94
49
Reorganized Debtors, as applicable, thereunder or in any way related thereto shall be deemed
satisfied in full and discharged, and the Indenture Trustees and the Administrative Agent shall be
released from all duties thereunder; provided, however, that notwithstanding Confirmation or
Consummation, any such indenture or agreement that governs the rights of the Holder of a Claim
shall continue in effect solely for purposes of: (a) allowing Holders to receive distributions
under the Plan; (b) allowing the Indenture Trustees and the Administrative Agent to enforce their
rights, claims, and interests vis-à-vis any parties other than the Debtors; (c) allowing the
Indenture Trustees and the Administrative Agent to make the distributions in accordance with
the Plan (if any), as applicable; (d) preserving any rights of the Administrative Agent or the
Indenture Trustees to payment of fees, expenses, and indemnification obligations as against any
money or property distributable to the Holders under the relevant indenture, the Intercreditor
Agreement, or the Credit Agreement, including any rights to priority of payment and/or to
exercise the Indenture Trustee Charging Liens; (e) allowing the Indenture Trustees and the
Administrative Agent to enforce any obligations owed to each of them under the Plan; (f)
allowing the Indenture Trustees and the Administrative Agent to exercise rights and obligations
relating to the interests of the Holders under the relevant indentures and credit agreements; (g)
allowing the Indenture Trustees and the Administrative Agent to appear in the Chapter 11 Cases
or in any proceeding in the Bankruptcy Court or any other court; and (h) permitting the Indenture
Trustees and the Administrative Agent to perform any functions that are necessary to effectuate
the foregoing; provided, further, however, that except as provided below, the preceding proviso
shall not affect the discharge of Claims or Equity Interests pursuant to the Bankruptcy Code, the
Confirmation Order, or the Plan, or result in any expense or liability to the Debtors or
Reorganized Debtors, as applicable. Except for the foregoing, the Indenture Trustees and their
respective agents shall be relieved of all further duties and responsibilities related to the Notes
Indentures and the Plan, except with respect to such other rights of such Indenture Trustees that,
pursuant to the applicable Notes Indentures, survive the termination of such indentures.
Subsequent to the performance by each Indenture Trustee of its obligations pursuant to the Plan,
each Indenture Trustee and its agents shall be relieved of all further duties and responsibilities
related to the applicable indenture.
The issuance of the New Second Lien Notes, New Common Stock, and New Warrants,2
shall be authorized without the need for any further corporate action or without any further
action by a Holder of a Claim or Equity Interest. The Disbursing Agent will be the transfer
agent, registrar, and redemption agent for the New Common Stock and the New Warrants.
DOCKET#843
https://cases.primeclerk.com/vanguard/Home-Do...hValue=843
1
Sojourner here following God, obeying God, and cleaving to Him. The journey is onward.
