For the purposes of the preceding paragraph, a Restructuring Transaction means any transaction or series of transactions that constitute a recapitalization of all or substantially all of the Companys debt securities and/or other indebtedness, obligations or liabilities, including accrued and/or accreted interest thereon, which such recapitalization or restructuring is effected pursuant to an exchange transaction, tender offer, a plan of reorganization or liquidation under the Bankruptcy Code, a solicitation of consents, waivers, acceptances or authorizations, any change of control transaction, any refinancing, exchange, conversion to equity, cancellation, forgiveness, retirement, and/or a modification or amendment to the terms, conditions, or covenants (including, without limitation, the principal balance, accrued or accreted interest, payment term, other debt service requirement and/or financial or operating covenant) of any agreements or instruments governing any of the equity and/or debt securities and/or other indebtedness or any combination of the foregoing transactions.
The Restructuring Transaction Fees shall be earned based upon the Companys actual Net Operating Cash Flow (the Financial Performance Metric), as compared to the projected Net Operating Cash Flow forecast pursuant to the March 22, 2019 weekly cash flow forecast provided to Delaware Trust and Blue Torch LP during the Bankruptcy Cases (as such forecast is subsequently modified or amended, the Budget), for the period measured from the Petition Date until the consummation of the Restructuring Transaction, and then again for the period measured from the Petition Date until December 31, 2019.
Net Operating Cash Flow is calculated as total receipts less total operating disbursements. For purposes of calculating the foregoing, amounts attributable to restructuring-related professional fees shall not be included in the calculation of Net Operating Cash Flow. In calculating Net Operating Cash Flow, any discounts on accounts receivables must be consistent with the Companys ordinary course early-payment discount practice, and any accounts payables will be paid consistent with contractual terms (or, if no contractual terms exist, consistent with past practices). Further, any proceeds received from sales of assets either in the United States or abroad shall be included in calculating Net Operating Cash Flow as long as such sales are for reasonable market value.
The performance level (Below Threshold, Threshold, Target, and Stretch) achieved for the Financial Performance Metric dictates the amount of any Restructuring Transaction Fee awards to be paid to the KEIP Participants. If the Company fails to achieve the Below Threshold Financial Performance Metric, no Transaction Fee will be earned or paid to any of the KEIP Participants. The Financial Performance Metric is as follows:
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Net Operating Cash Flow
| ||75% of Net Operating Cash Flow based on Budget || ||85% of Net Operating Cash Flow based on Budget || ||100% of Net Operating Cash Flow based on Budget || ||³115% of Net Operating Cash Flow based on Budget|
| ||50% of Target Bonus || ||75% of Target Bonus || ||100% of Target Bonus || ||125% of Target Bonus|
Performance between levels will be interpolated in a linear fashion. For example, for achievement of 80% of Net Operating Cash Flow, the Restructuring Transaction Fee would be 62.5% of Target bonus; 92.5% of Net Operating Cash Flow, the Restructuring Transaction Fee