***General Unsecured Claims***
Class 5(a) – General Unsecured Claims other than Unsecured Trade Claims a. Classification: Class 5(a) consists of all General Unsecured Claims other than Unsecured Trade Claims. b. Allowance: On the Effective Date, the Unsecured Note Claims shall be deemed Allowed in the aggregate amount of $2,349,039,495, consisting of: (i) $407,579,338 in unpaid principal and interest on account of the 8.75% Unsecured Senior Notes due 2020; (ii) $767,396,956 in unpaid principal and interest on account of the 7.5% Unsecured Senior Notes due 2021; (iii) $531,429,327 in unpaid principal and interest on account of the 8.125% Unsecured Senior Notes due 2022; (iv) $553,866,011 in unpaid principal and interest on account of the 7.5% Unsecured Senior Notes due 2023; (v) $40,978,717 in unpaid principal and interest on account of the 8.125% Unsecured Convertible Notes due 2022; and (vi) $47,789,146 in unpaid principal and interest on account of the 7.5% Unsecured Convertible Notes due 2023, plus in each case, applicable Unsecured Notes Trustee Fees. For the avoidance of doubt, the Unsecured Note Claims shall not be subject to any avoidance, reductions, setoff, offset, recharacterization, subordination (equitable or contractual or otherwise), counter-claim, defense, disallowance, impairment, objection or any challenges under applicable law or regulation. c. Treatment: On the Effective Date, or as soon thereafter as reasonably practicable, except to the extent that a Holder of an Allowed General Unsecured Claim other than Unsecured Trade Claims agrees to less favorable treatment, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed General Unsecured Claim other than Unsecured Trade Claims, (i) each such Holder shall receive its Pro Rata share of: (1) $10 million in Cash; (2) 16.5% of the New Common Stock issued by Reorganized SandRidge on the Effective Date, as fully diluted by the Conversion Equity (measured through the Conversion Date) but subject to dilution by the Employee Incentive Plan, Rights Offering Equity, if any, and the Warrants; (3) the Rights, if applicable; (4) the Warrants; and (5) the New Building Note Proceeds; and (ii) in accordance with Article IV.P of the Plan, the Debtors shall distribute Cash equal to the Unsecured Notes Trustee Fees incurred before the Effective Date without application or approval of the Bankruptcy Court and without a reduction to recoveries of the Holders of the Unsecured Notes (as to which it is anticipated that the Unsecured Notes Trustees will exercise their contractual lien rights prior to distribution). Distributions to the Holders of Unsecured Note Claims shall be made to the applicable Unsecured Notes Trustee in accordance with Article VI of the Plan and shall be subject to the rights of each Unsecured Notes Trustee to assert its applicable Unsecured Notes Trustee Charging Lien. d. Voting: Class 5(a) is Impaired. Holders of Allowed Class 5(a) Claims will be entitled to vote to accept or reject the Plan.
161. “Warrants” means (a) the new warrants for 12.5% of the New Common Stock which shall have an exercise price of $1.625 billion aggregate value of the New Common Stock at the trailing 30-day volume-weighted average price, and (b) the new warrants for 5% of the New Common Stock which shall have an exercise price of $1.739 billion aggregate value of the New Common Stock at the trailing 30-day volume-weighted average price, which, in each case, may be exercised on a cash-less basis at any time, in whole or in part, before the sixth anniversary of the date on which the Warrants are issued.
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