Fremont General Financing 9% TOPrS (fka FMNPQ)

[Enterprising Investor]

TOPrS, McIntyre and OEC file Term Sheet.

The TOPrS Group agrees to vote in favor of the Amended OEC Plan if Class 3B vote as a class to accept the Amended OEC Plan, the class will receive:

(a) $40 million in cash without interest (TOPrS Payment) on Effective Date.

(b) an unsecured promissory note (TOPrS Note) in the amount equal to the sum of (1) $42.75 million; (2) accrued interest from the Effective Date on $42.75 million at 9 percent payable in cash quarterly on the last day of the quarter; the maturity date of the TOPrS Note is 12/01/21; and (4) TOPrS Note is callable on the second anniversary of the Effective Date provided the TOPrS Payment has been made.

(c) 27.5 million shares (TOPrS Equity) on the Effective Date.

(d) 10-year warrants for 5 million shares at a strike price of $1.50.

(e) one of the equity seats on the New Board if the TOPrS Payment has not been paid on the Effective Date until the $40 million has been paid.

(f) upon a final determination of the number of shares necessary to the TOPrS to preserve NOLCFs, an adjustement of $.50 per share will be made to the TOPrS Note by $.50 for each additional share issued.

(g) TOPrS Trust will hold the equity for three years.

(h) the New Board will be made up of two TOPrS representatives (once the TOPrS Payment made), two Equity representatives and one neutral.

(i) if rejected, the current terms of the plan will control the outcome of the TOPrS.


http://www.kccllc.net/documents/0813421/0813421091116000000000003.pdf