Common use of GENERAL PROVISIONS REGARDING THE RESTRUCTURING Clause in Contracts

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Backstop Commitment The Plan Sponsor (together with any third parties designated by the Plan Sponsor and reasonably acceptable to the Debtors, collectively, the “Equity Backstop Parties”) will provide the Backstop Commitment, which shall be $200 million (the “Equity Backstop Amount”), subject to certain adjustments as described herein and on the terms set forth in the Equity Backstop Commitment Agreement attached hereto as Exhibit E (including all schedules and exhibits thereto, the “Equity Backstop Commitment Agreement”). The Equity Backstop Commitment Agreement will provide for, among other things, a commitment fee (the “Equity Backstop Fee”) of 6% of the Equity Backstop Amount (which fee, for the avoidance of doubt, shall be in an amount equal to $12 million) payable to the Equity Backstop Parties (a) in New Common Stock on the Effective Date or (b) in cash, if the Effective Date has not occurred, upon the earlier of (x) consummation of an alternative transaction or (y) termination of the Equity Backstop Commitment Agreement in certain circumstances in accordance with its terms. The Rights Offering If Class 5 votes to accept the Plan, holders of Notes Claims (“Noteholders”) shall receive Subscription Rights to participate in the Rights Offering in an amount equal to $100 million (the “Maximum Noteholder Subscription Amount”). To the extent that Noteholders do not subscribe to their full Pro Rata share of the Maximum Noteholder Subscription Amount, Subscription Rights for such unsubscribed portion shall be made available to Noteholders and the Plan Sponsor (“Oversubscription Rights”) according to allocations and procedures in form and substance acceptable to the Plan Sponsor and the Debtors. For the avoidance of doubt, in the event that Class 5 is entitled to participate in the Rights Offering, the Plan Sponsor shall be entitled to participate in the Rights Offering (including Oversubscription Rights) on account of its Note Claims. Each dollar of Noteholder subscriptions to the Rights Offering up to the Maximum Noteholder Subscription Amount shall, at the Plan Sponsor’s option, decrease the amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis up to $100 million (the “Noteholder Subscription Downsize”). Subscription Rights, including Oversubscription Rights, shall be transferable to eligible participants subject to the consent of the Plan Sponsor (not to be unreasonably withheld) and the Debtors based on eligibility criteria in form and substance acceptable to the Plan Sponsor and the Debtors. 352 Incremental Equity Investment At the Plan Sponsor’s option (including in connection with a third party investment), the Debtors may raise up to $200 million of additional exit equity capital (the “Incremental Equity Investment”). The Plan Sponsor (or a designee mutually acceptable to the Debtors and the Plan Sponsor) shall be entitled to purchase New Common Stock on account of the Incremental Equity Investment (“Incremental Participation”). Incremental Participation shall be subject to such other documentation, terms, and conditions (including, without limitation, representations and warranties of the Debtors) to be agreed between the Plan Sponsor and the Debtors. Each dollar of Incremental Participation from a third party purchaser shall, at the Plan Sponsor’s option, decrease the amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis (the “Incremental Downsize” and together with the Noteholder Subscription Downsize, collectively, the “Sponsor Equity Downsize”). For the avoidance of doubt, the Incremental Downsize shall be in addition to any Noteholder Subscription Downsize, and the Incremental Downsize may, whether individually or in aggregate with the Noteholder Subscription Downsize, reduce the amount of the Backstop Commitment to be funded pursuant to the Plan and Equity Backstop Commitment Agreement to zero. For the avoidance of doubt, for so long as the Equity Backstop Commitment Agreement remains effective and has not been terminated, the Plan Sponsor’s commitment to fund the Equity Backstop Amount on the Effective Date pursuant to the Equity Backstop Commitment Agreement shall not be reduced by any component of the Sponsor Equity Downsize except to the extent that readily available funds are received by the Debtors on or before the Effective Date. Plan Equity Offerings Pricing The New Common Stock issued pursuant to the Equity Backstop Commitment (including the Equity Backstop Fee) and, to the extent implemented, the Rights Offering and the Incremental Equity Investment, will be offered at the same per share price determined in a manner acceptable to the Debtors and Plan Sponsor based on a total enterprise value of the Debtors of $950 million.2

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Sponsor Backstop Commitment The Plan Sponsor (together with any third parties designated by the Plan Sponsor and reasonably acceptable to the Debtors, collectively, the “Equity Sponsor Backstop Parties”) will provide the Sponsor Backstop Commitment, which shall be Commitment to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $200 189.8 million (the “Equity Sponsor Backstop Amount”), subject to certain adjustments as described herein and on the terms set forth in the Equity Sponsor Backstop Commitment Agreement attached hereto as Exhibit E (including all schedules and exhibits thereto, the “Equity Sponsor Backstop Commitment Agreement”). The Equity Sponsor Backstop Commitment Agreement will provide for, among other things, a commitment fee (the “Equity Sponsor Backstop Fee”) of 6% of the Equity $189.8 million Sponsor Backstop Amount (which fee, for the avoidance of doubt, shall be in an amount equal to $12 million) payable to the Equity Sponsor Backstop Parties (a) in New Common Stock on the Effective Date or (b) in cash, if the Effective Date has not occurred, upon the earlier an amount of (x) consummation of an alternative transaction or (y) termination of the Equity Backstop Commitment Agreement in certain circumstances New Common Stock in accordance with its terms. the percentage ownership of the New Common Equity Pool set forth on Annex I. The Rights Offering If Class 5 votes to accept the Plan, holders of Notes Claims (“Noteholders”) Noteholders shall receive Subscription Rights pro rata on the basis of their respective holdings of Notes Claims to participate in the Rights Offering to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $100 66.5 million (the “Maximum Noteholder Subscription Amount”). To the extent ; provided, that Noteholders do not subscribe to their full Pro Rata share of the Maximum Noteholder Subscription Amount, Subscription Rights for such unsubscribed portion only accredited investors shall be made available entitled to Noteholders and the Plan Sponsor (“Oversubscription exercise Subscription Rights”) according to allocations and procedures in form and substance acceptable ; provided, further, that $10.2 million of such rights shall be allocated to the Plan Sponsor and shall not be subject to reduction for any reason and the Debtors. For the avoidance of doubt, in the event that Class 5 is entitled Plan Sponsor shall not receive Subscription Rights to participate in more than $10.2 million of the Rights OfferingOffering and any such amount in excess of $10.2 million shall instead be allocated to the other Noteholders on a pro rata basis in accordance with their respective holdings of Notes Claims. In addition, Participating Noteholders shall receive their respective pro rata share (calculated as a proportion of such Noteholder’s participation in the Rights Offering relative to other Participating Noteholders) of (x) the Participation Premium (less the Non-Accredited Investor Premium) and (y) rights to participate in funding up to 49% of the New Exit Note, if any; provided that, to the extent a Noteholder is unable to exercise its Subscription Rights because it is not an accredited investor, it shall receive the Non-Accredited Investor Premium so long as it delivers a notice to counsel to the Debtors, counsel to the Plan Sponsor, and counsel to the Noteholder Backstop Parties (as defined below) certifying that it is not an accredited investor. The Plan Sponsor shall be entitled to participate in $10.2 million of the Rights Offering (including Oversubscription Rightsthe “Sponsor Participation Amount”) on account of its Note Claims. Each dollar of Noteholder subscriptions Notes Claims and to receive the Rights Offering up to the Maximum Noteholder Subscription Amount shall, at the Plan Sponsor’s option, decrease the amount corresponding portion of the Backstop Commitment to be funded by Participation Premium. The entirety of the Plan Sponsor on a dollar-for-dollar basis up to $100 million (the “Noteholder Subscription Downsize”). Subscription Rights, including Oversubscription Rights, Participation Amount shall be transferable to eligible participants subject to the consent of the Plan Sponsor (not to be unreasonably withheld) reserved for and the Debtors based on eligibility criteria in form and substance acceptable allocated to the Plan Sponsor and the Debtors. 352 Incremental Equity Investment At shall not be subject to reduction for any reason; provided that the Plan Sponsor’s option (including in connection with a third party investment), the Debtors may raise up to $200 million of additional exit equity capital (the “Incremental Equity Investment”). The Plan Sponsor (or a designee mutually acceptable to the Debtors and the Plan Sponsor) shall not be entitled to purchase New Common Stock on account of the Incremental Equity Investment (“Incremental Participation”). Incremental Participation shall be subject to such other documentation, terms, and conditions (including, without limitation, representations and warranties of the Debtors) to be agreed between the Plan Sponsor and the Debtors. Each dollar of Incremental Participation from a third party purchaser shall, at the Plan Sponsor’s option, decrease the participate in any additional amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis (the “Incremental Downsize” and together with the Noteholder Subscription Downsize, collectively, the “Sponsor Equity Downsize”). For the avoidance of doubt, the Incremental Downsize shall be Rights Offering in addition to any Noteholder Subscription Downsize, and the Incremental Downsize may, whether individually or in aggregate with the Noteholder Subscription Downsize, reduce the amount of the Backstop Commitment to be funded pursuant to the Plan and Equity Backstop Commitment Agreement to zero. For the avoidance of doubt, for so long as the Equity Backstop Commitment Agreement remains effective and has not been terminated, the Plan Sponsor’s commitment to fund the Equity Backstop Amount on the Effective Date pursuant to the Equity Backstop Commitment Agreement shall not be reduced by any component excess of the Sponsor Equity Downsize except to the extent that readily available funds are received by the Debtors on or before the Effective Date. Plan Equity Offerings Pricing The New Common Stock issued pursuant to the Equity Backstop Commitment (including the Equity Backstop Fee) and, to the extent implemented, the Rights Offering and the Incremental Equity Investment, will be offered at the same per share price determined in a manner acceptable to the Debtors and Plan Sponsor based on a total enterprise value of the Debtors of $950 million.2Participation Amount.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The New Common Stock Rights Offering On the Plan Effective Date, the Debtors will consummate a $750 million common equity rights offering (the “Rights Offering”) pursuant to which holders of Allowed First Lien Secured Claims will be distributed subscription rights (the “Subscription Rights”) to purchase the New Common Stock in accordance with this Plan Term Sheet at a 37.5% discount to a stipulated equity value equal to $1,250 million (the “Plan Equity Value”). Both the amount of the Rights Offering and the Plan Equity Value are subject to a proportionate downward adjustment (the “Flex Adjustment”) in the event that the Flex Exit Facility Term Loans are funded on the Plan Effective Date in a manner that preserves the 37.5% discount to Plan Equity Value, as will be set forth in the Backstop Commitment The Plan Sponsor Agreement. Xxxxxxx and the members of the First Lien Ad Hoc Group (together with any third parties designated by the Plan Sponsor and reasonably acceptable to the Debtors, collectively, the “Equity Backstop Parties”) will provide backstop the Rights Offering. Within 10 days of the Agreement Effective Date, the Debtors and the Backstop Commitment, which shall be $200 million (the “Equity Backstop Amount”), subject to certain adjustments as described herein and on the terms set forth in the Equity Backstop Commitment Agreement attached hereto as Exhibit E Parties will enter into a backstop commitment agreement (including all schedules and exhibits thereto, the “Equity Backstop Commitment Agreement”). The Equity Backstop Commitment Agreement ) that will provide for, among other things, a backstop commitment fee premium equal to 8% of the $750 million committed amount (the “Equity Backstop FeePremium”) of 6% of the Equity Backstop Amount (which fee, for the avoidance of doubt, shall be in an amount equal to $12 million) payable to the Equity Backstop Parties (a) in New Common Stock (calculated to reflect a 37.5% discount to Plan Equity Value) to the Backstop Parties on the Plan Effective Date or (b) or, as set forth in cashthe Backstop Commitment Agreement, in cash if the Plan Effective Date has does not occurred, upon the earlier of (xoccur) consummation of an alternative transaction or (y) termination and shall not be subject to any reduction on account of the Equity Flex Adjustment. Xxxxxxx will provide 52.5% of the backstop commitments under the Backstop Commitment Agreement in certain circumstances in accordance with its terms. The Rights Offering If Class 5 votes to accept and the Plan, holders of Notes Claims (“Noteholders”) shall receive Subscription Rights to participate in the Rights Offering in an amount equal to $100 million (the “Maximum Noteholder Subscription Amount”). To the extent that Noteholders do not subscribe to their full Pro Rata share members of the Maximum Noteholder Subscription Amount, Subscription Rights for such unsubscribed portion shall be made available First Lien Ad Hoc Group (on a pro rata basis) will provide 47.5% of the backstop commitments under the Backstop Commitment Agreement. Without limiting the obligations of the Backstop Parties to Noteholders and fund the Plan Sponsor (“Oversubscription Rights”) according to allocations and procedures in form and substance acceptable to the Plan Sponsor and the Debtors. For the avoidance full amount of doubt, in the event that Class 5 is entitled to participate in the Rights Offering, the Plan Sponsor shall be entitled Backstop Parties will have the option to participate in the Rights Offering (including Oversubscription Rights) on account of its Note Claims. Each dollar of Noteholder subscriptions to the Rights Offering up to the Maximum Noteholder Subscription Amount shall, at the Plan Sponsor’s option, decrease the amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis purchase up to $100 375 million (the “Noteholder Subscription Downsize”). Subscription Rights, including Oversubscription Rights, shall be transferable to eligible participants subject to the consent of the Plan Sponsor (not to be unreasonably withheld) and the Debtors based on eligibility criteria in form and substance acceptable to the Plan Sponsor and the Debtors. 352 Incremental Equity Investment At the Plan Sponsor’s option (including in connection with a third party investment), the Debtors may raise up to $200 million of additional exit equity capital (the “Incremental Equity Investment”). The Plan Sponsor (or a designee mutually acceptable to the Debtors and the Plan Sponsor) shall be entitled to purchase New Common Stock on account of the Incremental Equity Investment (“Incremental Participation”). Incremental Participation shall be subject to such other documentation, terms, and conditions (including, without limitation, representations and warranties of the Debtors) to be agreed between the Plan Sponsor and the Debtors. Each dollar of Incremental Participation from a third party purchaser shall, at the Plan Sponsor’s option, decrease the amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis (the “Incremental Downsize” and together with the Noteholder Subscription Downsize, collectively, the “Sponsor Equity Downsize”). For the avoidance of doubt, the Incremental Downsize shall be in addition to any Noteholder Subscription Downsize, and the Incremental Downsize may, whether individually or in aggregate with the Noteholder Subscription Downsize, reduce the amount of the Backstop Commitment to be funded pursuant to the Plan and Equity Backstop Commitment Agreement to zero. For the avoidance of doubt, for so long as the Equity Backstop Commitment Agreement remains effective and has not been terminated, the Plan Sponsor’s commitment to fund the Equity Backstop Amount on the Effective Date pursuant to the Equity Backstop Commitment Agreement shall not be reduced by any component of the Sponsor Equity Downsize except to the extent that readily available funds are received by the Debtors on or before the Effective Date. Plan Equity Offerings Pricing The New Common Stock issued pursuant to the Equity Rights Offering, (the “Backstop Commitment (including the Equity Backstop FeePriority Tranche”) and, to the extent implemented, the Rights Offering and the Incremental Equity Investment, will be offered at the same per share price determined in on a manner acceptable to the Debtors and Plan Sponsor pro rata basis based on a total enterprise value their backstop commitments. Any rights not exercised by the Backstop Parties in the Backstop Priority Tranche shall be available for distribution to holders of the Debtors of $950 million.2First Lien Claims as set forth in this Plan Term Sheet. The “

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Backstop Commitment The Plan Sponsor DIP Facility Certain of the Supporting Creditors (together with any third parties designated by the Plan Sponsor and reasonably acceptable to the Debtorsin such capacity, collectively, the “Equity DIP Lenders”) will provide a senior secured superpriority delayed draw term loan facility in an aggregate principal amount of up to $100 million. The DIP Facility Backstop Lenders will backstop a senior secured superpriority delayed draw term loan facility in an aggregate principal amount of up to $100 million. Each DIP Facility Backstop Lender shall fund no less than such DIP Facility Backstop Lender’s pro rata share (based on Total Credit Exposure, without regard to any Total Credit Exposure held by Lenders other than the DIP Facility Backstop Lenders) of 60% of the aggregate commitments under the DIP Facility. Rights (the “DIP Facility Participation Rights”) to fund up to 40% of the aggregate commitments under the DIP Facility (the “DIP Facility Participation Amount”) shall be offered to the Lenders that are Supporting Creditors, other than the DIP Facility Backstop Lenders, in each case up to such Lender’s pro rata share (based on Total Credit Exposure, without regard to any Total Credit Exposure held by the DIP Facility Backstop Lenders) of the DIP Facility Participation Amount. To the extent any portion of the DIP Facility Participation Rights are not exercised, such corresponding portions of the DIP Facility Participation Amount shall be allocated to, and added to the commitments of, the DIP Facility Backstop Lenders on a pro rata basis (based on Total Credit Exposure, without regard to any Total Credit Exposure held by Lenders other than the DIP Facility Backstop Lenders). The DIP Facility will be available in up to three drawings, with the first such drawing to occur on the closing date of the DIP Facility in an aggregate principal amount of no less than $25 million. The material terms of the DIP Facility are set forth in the term sheet attached hereto as Exhibit B (the “DIP Facility Term Sheet”). The Rights Offering Certain of the Supporting Creditors (in such capacity, collectively, the “The Backstop Parties”) will provide the Backstop Commitment, which shall be backstop a $200 million (rights offering to be consummated on the “Equity Backstop Amount”), subject to certain adjustments as described herein Effective Date and otherwise on the terms set forth in the Equity Backstop Commitment Agreement attached hereto as Exhibit E to be entered into by the Debtors and the Backstop Parties, in form and substance satisfactory to the Debtors, the Backstop Parties and the Required Supporting Lenders (including all schedules and exhibits thereto, the “Equity Backstop Commitment Agreement”). The Equity Backstop Commitment Agreement will provide for, among other things, : (i) a commitment fee premium of 5% of the $200 million committed amount (the “Equity Backstop Fee”) of 6% of the Equity Backstop Amount (which fee, for the avoidance of doubt, shall be in an amount equal to $12 million) payable to the Equity Backstop Parties (a) in New Common Stock to the Backstop Parties on the Effective Date or Date; and (bii) in casha discount of 20% to total settled plan enterprise value (“Plan Value”), if the Effective Date has not occurred, upon the earlier of (x) consummation of an alternative transaction or (y) termination of the Equity Backstop Commitment Agreement in certain circumstances in accordance with its termsprovided that Plan Value shall be no greater than $750 million. The Rights Offering If Class 5 votes to accept the Plan, holders of Notes Claims (“Noteholders”) shall receive Subscription Rights to participate in the Rights Offering in an amount equal to $100 million (the “Maximum Noteholder Subscription Amount”). Exit Facility To the extent that Noteholders do not subscribe to their full Pro Rata share the Debtors or Reorganized Debtors, as applicable, the Backstop Parties and the Required Supporting Creditors agree that such a facility would be in the best interests of the Maximum Noteholder Subscription Amount, Subscription Rights for such unsubscribed portion shall be made available to Noteholders and the Plan Sponsor (“Oversubscription Rights”) according to allocations and procedures in form and substance acceptable to the Plan Sponsor and the Reorganized Debtors. For the avoidance of doubt, in the event that Class 5 is entitled to participate in the Rights Offering, the Plan Sponsor shall be entitled to participate in the Rights Offering (including Oversubscription Rights) on account of its Note Claims. Each dollar of Noteholder subscriptions to the Rights Offering up to the Maximum Noteholder Subscription Amount shall, at the Plan Sponsor’s option, decrease the amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis up to $100 million (the “Noteholder Subscription Downsize”). Subscription Rights, including Oversubscription Rights, shall be transferable to eligible participants subject to the consent of the Plan Sponsor (not to be unreasonably withheld) and the Debtors based on eligibility criteria in form and substance acceptable to the Plan Sponsor and the Debtors. 352 Incremental Equity Investment At the Plan Sponsor’s option (including in connection with a third party investment), the Debtors or the Reorganized Debtors, as applicable, may raise up the Exit Facility, a senior secured revolving asset-based lending credit facility to be arranged and provided by one or more commercial lending institutions in a minimum amount of $200 million of additional exit equity capital (the “Incremental Equity Investment”). The Plan Sponsor (or a designee mutually acceptable 100 million, on terms satisfactory to the Debtors and or the Plan Sponsor) shall be entitled to purchase New Common Stock on account of the Incremental Equity Investment (“Incremental Participation”). Incremental Participation shall be subject to such other documentationReorganized Debtors, terms, and conditions (including, without limitation, representations and warranties of the Debtors) to be agreed between the Plan Sponsor and the Debtors. Each dollar of Incremental Participation from a third party purchaser shall, at the Plan Sponsor’s option, decrease the amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis (the “Incremental Downsize” and together with the Noteholder Subscription Downsize, collectively, the “Sponsor Equity Downsize”). For the avoidance of doubt, the Incremental Downsize shall be in addition to any Noteholder Subscription Downsizeas applicable, and the Incremental Downsize may, whether individually or in aggregate with Required Supporting Creditors. The Debtors shall timely seek approval from the Noteholder Subscription Downsize, reduce Bankruptcy Court to obtain relief necessary to effectuate the amount of the Backstop Commitment to be funded pursuant to the Plan and Equity Backstop Commitment Agreement to zero. For the avoidance of doubt, for so long as the Equity Backstop Commitment Agreement remains effective and has not been terminated, the Plan Sponsor’s commitment to fund the Equity Backstop Amount on the Effective Date pursuant to the Equity Backstop Commitment Agreement shall not be reduced by any component of the Sponsor Equity Downsize except to the extent that readily available funds are received by the Debtors on or before the Effective Date. Plan Equity Offerings Pricing The New Common Stock issued pursuant to the Equity Backstop Commitment (including the Equity Backstop Fee) and, to the extent implemented, the Rights Offering and the Incremental Equity Investment, will be offered at the same per share price determined in a manner acceptable to the Debtors and Plan Sponsor based on a total enterprise value of the Debtors of $950 million.2Exit Facility.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The DIP Facility The DIP Facility Backstop Commitment The Plan Sponsor Lenders will backstop a senior secured superpriority delayed draw term loan facility in an aggregate principal amount of up to $100 million. Each DIP Facility Backstop Lender shall fund no less than such DIP Facility Backstop Lender’s pro rata share (together with based on Total Credit Exposure, without regard to any third parties designated Total Credit Exposure held by Lenders other than the Plan Sponsor and reasonably acceptable to DIP Facility Backstop Lenders) of 60% of the Debtors, collectively, aggregate commitments under the “Equity Backstop Parties”) will provide the Backstop Commitment, which shall be $200 million DIP Facility. Rights (the “Equity Backstop DIP Facility Participation Rights”) to fund up to 40% of the aggregate commitments under the DIP Facility (the “DIP Facility Participation Amount”) shall be offered to the Lenders that are Supporting Creditors, other than the DIP Facility Backstop Lenders, in each case up to such Lender’s pro rata share (based on Total Credit Exposure, without regard to any Total Credit Exposure held by the DIP Facility Backstop Lenders) of the DIP Facility Participation Amount. To the extent any portion of the DIP Facility Participation Rights are not exercised, such corresponding portions of the DIP Facility Participation Amount shall be allocated to, and added to the commitments of, the DIP Facility Backstop Lenders on a pro rata basis (based on Total Credit Exposure, without regard to any Total Credit Exposure held by Lenders other than the DIP Facility Backstop Lenders). The DIP Facility will be available in up to three drawings, subject with the first such drawing to certain adjustments as described herein and occur on the closing date of the DIP Facility in an aggregate principal amount of no less than $25 million. The material terms of the DIP Facility are set forth in the Equity Backstop Commitment Agreement term sheet attached hereto as Exhibit E (including all schedules and exhibits thereto, the “Equity Backstop Commitment Agreement”). The Equity Backstop Commitment Agreement will provide for, among other things, a commitment fee B (the “Equity Backstop Fee”) of 6% of the Equity Backstop Amount (which fee, for the avoidance of doubt, shall be in an amount equal to $12 million) payable to the Equity Backstop Parties (a) in New Common Stock on the Effective Date or (b) in cash, if the Effective Date has not occurred, upon the earlier of (x) consummation of an alternative transaction or (y) termination of the Equity Backstop Commitment Agreement in certain circumstances in accordance with its terms. The Rights Offering If Class 5 votes to accept the Plan, holders of Notes Claims (“Noteholders”) shall receive Subscription Rights to participate in the Rights Offering in an amount equal to $100 million (the “Maximum Noteholder Subscription AmountDIP Facility Term Sheet”). To the extent that Noteholders do not subscribe to their full Pro Rata share of the Maximum Noteholder Subscription Amount, Subscription Rights for such unsubscribed portion shall be made available to Noteholders and the Plan Sponsor (“Oversubscription Rights”) according to allocations and procedures in form and substance acceptable to the Plan Sponsor and the Debtors. For the avoidance of doubt, in the event that Class 5 is entitled to participate in the Rights Offering, the Plan Sponsor shall be entitled to participate in the Rights Offering (including Oversubscription Rights) on account of its Note Claims. Each dollar of Noteholder subscriptions to the Rights Offering up to the Maximum Noteholder Subscription Amount shall, at the Plan Sponsor’s option, decrease the amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis up to $100 million (the “Noteholder Subscription Downsize”). Subscription Rights, including Oversubscription Rights, shall be transferable to eligible participants subject to the consent of the Plan Sponsor (not to be unreasonably withheld) and the Debtors based on eligibility criteria in form and substance acceptable to the Plan Sponsor and the Debtors. 352 Incremental Equity Investment At the Plan Sponsor’s option (including in connection with a third party investment), the Debtors may raise up to $200 million of additional exit equity capital (the “Incremental Equity Investment”). The Plan Sponsor (or a designee mutually acceptable to the Debtors and the Plan Sponsor) shall be entitled to purchase New Common Stock on account of the Incremental Equity Investment (“Incremental Participation”). Incremental Participation shall be subject to such other documentation, terms, and conditions (including, without limitation, representations and warranties of the Debtors) to be agreed between the Plan Sponsor and the Debtors. Each dollar of Incremental Participation from a third party purchaser shall, at the Plan Sponsor’s option, decrease the amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis (the “Incremental Downsize” and together with the Noteholder Subscription Downsize, collectively, the “Sponsor Equity Downsize”). For the avoidance of doubt, the Incremental Downsize shall be in addition to any Noteholder Subscription Downsize, and the Incremental Downsize may, whether individually or in aggregate with the Noteholder Subscription Downsize, reduce the amount of the Backstop Commitment to be funded pursuant to the Plan and Equity Backstop Commitment Agreement to zero. For the avoidance of doubt, for so long as the Equity Backstop Commitment Agreement remains effective and has not been terminated, the Plan Sponsor’s commitment to fund the Equity Backstop Amount on the Effective Date pursuant to the Equity Backstop Commitment Agreement shall not be reduced by any component of the Sponsor Equity Downsize except to the extent that readily available funds are received by the Debtors on or before the Effective Date. Plan Equity Offerings Pricing The New Common Stock issued pursuant to the Equity Backstop Commitment (including the Equity Backstop Fee) and, to the extent implemented, the Rights Offering and the Incremental Equity Investment, will be offered at the same per share price determined in a manner acceptable to the Debtors and Plan Sponsor based on a total enterprise value of the Debtors of $950 million.2.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Backstop Commitment Chapter 11 Plan On the Plan Effective Date, or, other than with respect to the holders of RBL Claims, as soon as is reasonably practicable thereafter, each holder of an Allowed Claim or Interest, as applicable, shall receive under the Plan the treatment described in this Restructuring Term Sheet in full and final satisfaction, settlement, release, and discharge of and in exchange for such holder's Allowed Claim or Interest, except to the extent different treatment is agreed to by the Reorganized Debtors and the holder of such Allowed Claim or Interest, as applicable. The Plan Sponsor (together with will constitute a separate chapter 11 plan of reorganization for each Debtor. For the avoidance of doubt, any third parties designated action required to be taken by the Debtors on the Plan Sponsor and Effective Date pursuant to this Restructuring Term Sheet may be taken on the Plan Effective Date or as soon as is reasonably acceptable practicable thereafter other than with respect to the DebtorsRBL Lenders, DIP Lenders, and Exit Facility Lenders. DIP Facility The Consenting RBL Lenders (in such capacity, collectively, the “Equity Backstop PartiesDIP Lenders”) will provide the Backstop Commitmenta senior secured superpriority revolving debtor-in-possession financing facility in an aggregate principal amount of $450 million, which shall be consisting of a $200 150 million (the “Equity Backstop Amount”)new money revolving facility, subject to certain adjustments as described herein with a $100 million letter of credit facility sublimit, and $300 million of rolled up RBL Claims and otherwise substantially on the terms set forth in the Equity Backstop Commitment Agreement term sheet attached hereto as Exhibit E (including all schedules and exhibits thereto, the “Equity Backstop Commitment Agreement”). The Equity Backstop Commitment Agreement will provide for, among other things, a commitment fee C (the “Equity Backstop FeeDIP Term Sheet”) of 6% of to the Equity Backstop Amount (which feeRestructuring Support Agreement. During the Chapter 11 Cases, the Consenting RBL Lenders shall forbear from any attempt to collect any Specified Default Interest and any such amounts shall not be rolled up into the DIP Facility; provided, for the avoidance of doubt, that as set forth in the DIP Term Sheet, the RBL Lenders shall be entitled to adequate protection payments consisting of current cash payments on a monthly basis in an amount equal to $12 million) payable to the Equity Backstop Parties (a) in New Common Stock on the Effective Date or (b) in cash, if the Effective Date has not occurred, upon the earlier of (x) consummation of an alternative transaction or (y) termination of the Equity Backstop Commitment Agreement in certain circumstances in accordance with its terms. The Rights Offering If Class 5 votes to accept the Plan, holders of Notes Claims (“Noteholders”) shall receive Subscription Rights to participate in the Rights Offering in an amount equal to $100 million (the “Maximum Noteholder Subscription Amount”). To the extent that Noteholders do not subscribe to their full Pro Rata share of the Maximum Noteholder Subscription Amount, Subscription Rights for such unsubscribed portion shall be made available to Noteholders and the Plan Sponsor (“Oversubscription Rights”) according to allocations and procedures in form and substance acceptable to the Plan Sponsor and the Debtors. For the avoidance of doubt, in the event that Class 5 is entitled to participate in the Rights Offering, the Plan Sponsor shall be entitled to participate in the Rights Offering (including Oversubscription Rights) on account of its Note Claims. Each dollar of Noteholder subscriptions to the Rights Offering up to the Maximum Noteholder Subscription Amount shall, at the Plan Sponsor’s option, decrease the amount of postpetition fees and interest on the Backstop Commitment to be funded by RBL Claims at the default rate set forth in the RBL Credit Agreement. On the Plan Sponsor on a dollar-for-dollar basis up to $100 million (the “Noteholder Subscription Downsize”). Subscription Rights, including Oversubscription Rights, shall be transferable to eligible participants subject to the consent of the Plan Sponsor (not to be unreasonably withheld) and the Debtors based on eligibility criteria in form and substance acceptable to the Plan Sponsor and the Debtors. 352 Incremental Equity Investment At the Plan Sponsor’s option (including in connection with a third party investment)Effective Date, the Debtors may raise up Consenting RBL Lenders shall waive any right to $200 million payment of additional exit equity capital Specified Default Interest (the “Incremental Equity Investment”as defined below). The Plan Sponsor (or a designee mutually acceptable to the Debtors and the Plan Sponsor) shall be entitled to purchase New Common Stock on account of the Incremental Equity Investment (“Incremental Participation”). Incremental Participation shall be subject to such other documentation, terms, and conditions (including, without limitation, representations and warranties of the Debtors) to be agreed between the Plan Sponsor and the Debtors. Each dollar of Incremental Participation from a third party purchaser shall, at the Plan Sponsor’s option, decrease the amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis (the “Incremental Downsize” and together with the Noteholder Subscription Downsize, collectively, the “Sponsor Equity Downsize”). For the avoidance of doubt, the Incremental Downsize shall be in addition to any Noteholder Subscription Downsize, and the Incremental Downsize may, whether individually or in aggregate with the Noteholder Subscription Downsize, reduce the amount of the Backstop Commitment to be funded pursuant to the Plan and Equity Backstop Commitment Agreement to zero. For the avoidance of doubt, for so long as the Equity Backstop Commitment Agreement remains effective and has not been terminated, the Plan Sponsor’s commitment to fund the Equity Backstop Amount on the Effective Date pursuant to the Equity Backstop Commitment Agreement shall not be reduced by any component of the Sponsor Equity Downsize except to the extent that readily available funds are received by the Debtors on or before the Effective Date. Plan Equity Offerings Pricing The New Common Stock issued pursuant to the Equity Backstop Commitment (including the Equity Backstop Fee) and, to the extent implemented, the Rights Offering and the Incremental Equity Investment, will be offered at the same per share price determined in a manner acceptable to the Debtors and Plan Sponsor based on a total enterprise value of the Debtors of $950 million.2.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Backstop Commitment The Plan Sponsor DIP Facility Certain of the Supporting Creditors (together with any third parties designated by the Plan Sponsor and reasonably acceptable to the Debtorsin such capacity, collectively, the “Equity DIP Lenders”) will provide a senior secured superpriority delayed draw term loan facility in an aggregate principal amount of up to $100 million. The DIP Facility will be available in up to three drawings, with the first such drawing to occur on the closing date of the DIP Facility in an aggregate principal amount of no less than $25 million. The material terms of the DIP Facility are set forth in the term sheet attached hereto as Exhibit B (the “DIP Facility Term Sheet”). The Rights Offering Certain of the Supporting Creditors (in such capacity, collectively, the “Backstop Parties”) will provide the Backstop Commitment, which shall be backstop a $200 million (rights offering to be consummated on the “Equity Backstop Amount”), subject to certain adjustments as described herein Effective Date and otherwise on the terms set forth in the Equity Backstop Commitment Agreement attached hereto as Exhibit E to be entered into by the Debtors and the Backstop Parties, in form and substance satisfactory to the Debtors, the Backstop Parties and the Required Supporting Lenders (including all schedules and exhibits thereto, the “Equity Backstop Commitment Agreement”). The Equity Backstop Commitment Agreement will provide for, among other things, : (i) a commitment fee premium of 5% of the $200 million committed amount (the “Equity Backstop Fee”) of 6% of the Equity Backstop Amount (which fee, for the avoidance of doubt, shall be in an amount equal to $12 million) payable to the Equity Backstop Parties (a) in New Common Stock to the Backstop Parties on the Effective Date or Date; and (bii) in casha discount of 20% to total settled plan enterprise value (“Plan Value”), if the Effective Date has not occurred, upon the earlier of (x) consummation of an alternative transaction or (y) termination of the Equity Backstop Commitment Agreement in certain circumstances in accordance with its termsprovided that Plan Value shall be no greater than $750 million. The Rights Offering If Class 5 votes to accept the Plan, holders of Notes Claims (“Noteholders”) shall receive Subscription Rights to participate in the Rights Offering in an amount equal to $100 million (the “Maximum Noteholder Subscription Amount”). Exit Facility To the extent that Noteholders do not subscribe to their full Pro Rata share the Debtors or Reorganized Debtors, as applicable, the Backstop Parties and the Required Supporting Creditors agree that such a facility would be in the best interests of the Maximum Noteholder Subscription Amount, Subscription Rights for such unsubscribed portion shall be made available to Noteholders and the Plan Sponsor (“Oversubscription Rights”) according to allocations and procedures in form and substance acceptable to the Plan Sponsor and the Reorganized Debtors. For the avoidance of doubt, in the event that Class 5 is entitled to participate in the Rights Offering, the Plan Sponsor shall be entitled to participate in the Rights Offering (including Oversubscription Rights) on account of its Note Claims. Each dollar of Noteholder subscriptions to the Rights Offering up to the Maximum Noteholder Subscription Amount shall, at the Plan Sponsor’s option, decrease the amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis up to $100 million (the “Noteholder Subscription Downsize”). Subscription Rights, including Oversubscription Rights, shall be transferable to eligible participants subject to the consent of the Plan Sponsor (not to be unreasonably withheld) and the Debtors based on eligibility criteria in form and substance acceptable to the Plan Sponsor and the Debtors. 352 Incremental Equity Investment At the Plan Sponsor’s option (including in connection with a third party investment), the Debtors or the Reorganized Debtors, as applicable, may raise up the Exit Facility, a senior secured revolving asset-based lending credit facility to be arranged and provided by one or more commercial lending institutions in a minimum amount of $200 million of additional exit equity capital (the “Incremental Equity Investment”). The Plan Sponsor (or a designee mutually acceptable 100 million, on terms satisfactory to the Debtors and or the Plan Sponsor) shall be entitled to purchase New Common Stock on account of the Incremental Equity Investment (“Incremental Participation”). Incremental Participation shall be subject to such other documentationReorganized Debtors, terms, and conditions (including, without limitation, representations and warranties of the Debtors) to be agreed between the Plan Sponsor and the Debtors. Each dollar of Incremental Participation from a third party purchaser shall, at the Plan Sponsor’s option, decrease the amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis (the “Incremental Downsize” and together with the Noteholder Subscription Downsize, collectively, the “Sponsor Equity Downsize”). For the avoidance of doubt, the Incremental Downsize shall be in addition to any Noteholder Subscription Downsizeas applicable, and the Incremental Downsize may, whether individually or in aggregate with Required Supporting Creditors. The Debtors shall timely seek approval from the Noteholder Subscription Downsize, reduce Bankruptcy Court to obtain relief necessary to effectuate the amount of the Backstop Commitment to be funded pursuant to the Plan and Equity Backstop Commitment Agreement to zero. For the avoidance of doubt, for so long as the Equity Backstop Commitment Agreement remains effective and has not been terminated, the Plan Sponsor’s commitment to fund the Equity Backstop Amount on the Effective Date pursuant to the Equity Backstop Commitment Agreement shall not be reduced by any component of the Sponsor Equity Downsize except to the extent that readily available funds are received by the Debtors on or before the Effective Date. Plan Equity Offerings Pricing The New Common Stock issued pursuant to the Equity Backstop Commitment (including the Equity Backstop Fee) and, to the extent implemented, the Rights Offering and the Incremental Equity Investment, will be offered at the same per share price determined in a manner acceptable to the Debtors and Plan Sponsor based on a total enterprise value of the Debtors of $950 million.2Exit Facility.