Common use of TABLE OF EXHIBITS Clause in Contracts

TABLE OF EXHIBITS. Exhibit Exhibit Name ------- ------------ A Plan B Modification C Rejection Bar Date Notice D Cure Amount Notice E Confirmation Notice F Initial Board of Directors of Reorganized ICG INTRODUCTION ------------ The above-captioned debtors and debtors in possession (collectively, the"Debtors") having proposed the Second Amended Joint Plan of Reorganization of ICG Communications, Inc. and its Affiliated Debtors and Debtors in Possession, dated April 3, 2002 (the "Original Plan"); the Bankruptcy Court having entered its Order (I) Approving Procedures and Materials Employed to Provide Notice of the Disclosure Statement Hearing, (II) Approving Disclosure Statement, (III) Determining Treatment of Certain Claims for Notice and Voting Purposes, (IV) Scheduling Hearing on Confirmation of the Plan, (V) Establishing Record Date and Procedures for Filing Objections to the Plan and Temporary Allowance of Claims and (VI) Approving Solicitation Procedures for Confirmation, dated April 3, 2002 (the "Original Solicitation Order") [Docket No. 1349]; a hearing pursuant to section 1129 of the Bankruptcy Code to consider confirmation of the Original Plan having been held on May 20, 2002 (the "First Confirmation Hearing"); the Bankruptcy Court having entered its Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Joint Plan of Reorganization of ICG Communications, Inc. and its Affiliated Debtors and Debtors in Possession, dated May 21, 2002 (the "Original Confirmation Order") [Docket No. __]; the substantial consummation of the Original Plan, within the meaning of section 1127 of the Bankruptcy Code having not occurred; the Debtors having proposed the Modification to Second Amended Joint Plan of Reorganization of ICG Communications, Inc. et al., dated July __, 2002 (the "Modification" and the Original Plan as modified by the Modification, the "Modified Plan")1 [Docket No. __]; the Bankruptcy Court -------- 2 This Second Confirmation Order constitutes the Bankruptcy Court's findings of fact and conclusions of law under Fed. R. Civ. P. 52, as made applicable herein by Bankruptcy Rules 7052 and 9014. Any finding of fact shall constitute a finding of fact even if it is stated as a conclusion of law, and any conclusion of law shall constitute a conclusion of law even if it is stated as a finding of fact.

TABLE OF EXHIBITS. Exhibit Exhibit Name ------- ------------ A Plan Form of Account Control Agreement B Modification C Rejection Bar Form of Borrower’s Final Completion Certificate C-1 Form of Conditional Waiver and Release Upon Final Payment C-2 Form of Unconditional Waiver and Release Upon Final Payment D Form of Construction Consultant’s Final Completion Certificate E Form of Construction Manager’s Final Completion Confirmation Form F Form of Final Plans and Specifications Amendment Certificate G Form of In-Balance Test Certificate H Form of Construction Consultant’s Opening Date Notice D Cure Amount Notice E Confirmation Notice F Initial Board Form I Closing Date Plans and Specifications J-1 Form of Directors Disbursement Request J-2 Form of Reorganized ICG INTRODUCTION ------------ The above-captioned debtors Construction Consultant’s Disbursement Confirmation Form K Form of Borrower’s Substantial Completion Certificate L-1 Form of Conditional Waiver and debtors in possession Release Upon Progress Payment L-2 Form of Unconditional Waiver and Release Upon Progress Payment M-1 Form of Construction Consultant’s Substantial Completion Certificate M-2 Form of Architect’s Substantial Completion Certificate N Form of Project Budget Amendment Confirmation Form O Form of Borrower’s Project Opening Date Certificate P Schedule of Project Cash Flows This MASTER DISBURSEMENT AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is dated as of April 25, 2011 by and among JPMorgan Chase Bank, N.A., as disbursement agent (together with any successor disbursement agent permitted hereunder, the “Disbursement Agent”), JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent under the Credit Agreement (together with any successor Administrative Agent or Collateral Agent permitted thereunder, collectively, the"Debtors") having proposed the Second Amended Joint Plan of Reorganization of ICG Communications“Agent”), Inc. and its Affiliated Debtors and Debtors in PossessionFulcrum LLC, dated April 3as construction consultant (“Construction Consultant”), 2002 Caesars Linq, LLC, a Delaware limited liability company (the "Original Plan"); the Bankruptcy Court having entered its Order (I“Linq Borrower”) Approving Procedures and Materials Employed to Provide Notice of the Disclosure Statement HearingCaesars Octavius, (II) Approving Disclosure StatementLLC, (III) Determining Treatment of Certain Claims for Notice and Voting Purposes, (IV) Scheduling Hearing on Confirmation of the Plan, (V) Establishing Record Date and Procedures for Filing Objections to the Plan and Temporary Allowance of Claims and (VI) Approving Solicitation Procedures for Confirmation, dated April 3, 2002 a Delaware limited liability company (the "Original Solicitation Order") [Docket No. 1349]; a hearing pursuant to section 1129 of “Octavius Borrower”, together with the Bankruptcy Code to consider confirmation of the Original Plan having been held on May 20, 2002 (the "First Confirmation Hearing"); the Bankruptcy Court having entered its Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Joint Plan of Reorganization of ICG Communications, Inc. and its Affiliated Debtors and Debtors in Possession, dated May 21, 2002 (the "Original Confirmation Order") [Docket No. __]; the substantial consummation of the Original Plan, within the meaning of section 1127 of the Bankruptcy Code having not occurred; the Debtors having proposed the Modification to Second Amended Joint Plan of Reorganization of ICG Communications, Inc. et al., dated July __, 2002 (the "Modification" and the Original Plan as modified by the ModificationLinq Borrower, the "Modified Plan")1 [Docket No“Borrowers”). __]; Capitalized terms used herein have the Bankruptcy Court -------- 2 This Second Confirmation Order constitutes meanings specified in Section 1 or, if not defined therein, the Bankruptcy Court's findings of fact and conclusions of law under Fed. R. Civ. P. 52, as made applicable herein by Bankruptcy Rules 7052 and 9014. Any finding of fact shall constitute a finding of fact even if it is stated as a conclusion of law, and any conclusion of law shall constitute a conclusion of law even if it is stated as a finding of factmeanings specified in the Credit Agreement (defined below).

TABLE OF EXHIBITS. Exhibit A Form of Assignment and Assumption Agreement Exhibit Name ------- ------------ A Plan B-1 Form of Assignment and Assumption of Lease (Georgia Lease) Exhibit B-2 Form of Assignment and Assumption of Lease (Plant B Modification Lease) Exhibit C Rejection Bar Date Form of Xxxx of Sale Exhibit D-1 Form of Employer Substitution Agreement (Prestolite – Mexico Buyer) Exhibit D-2 Form of Employer Substitution Agreement (Servicios-GCA/Servicios SMP) Exhibit D-3 Form of Employer Substitution Notice D Cure Amount Notice Exhibit E Confirmation Notice Form of Escrow Agreement Exhibit F Initial Board Form of Directors Intellectual Property Assignment Agreement Exhibit G Form of Reorganized ICG INTRODUCTION ------------ Mexico Asset Purchase and Sale Agreement Exhibit H Form of Supply Agreement Exhibit I Form of Trademark License Agreement Exhibit J Form of Transition Services Agreement Exhibits K-1 and K-2 Forms of Mexico Stock Purchase and Sale Agreements Exhibit L Form of Employee Services Agreement The aboveschedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-captioned debtors K. General Cable agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit. This Stock and debtors in possession Asset Purchase Agreement (collectively, the"Debtors") having proposed the Second Amended Joint Plan of Reorganization of ICG Communications, Inc. and its Affiliated Debtors and Debtors in Possessionthis “Agreement”), dated April 3as of May 23, 2002 2016, is entered into among General Cable Industries, Inc., a Delaware corporation (“GCI”), Prestolite de México, S.A. de C.V., a “Sociedad Anonima de Capital Variable” organized under the "Original Plan"laws of Mexico (“Prestolite”); , General Cable Technologies Corporation, a Delaware corporation (“GCTC”), Servicios Latinoamericanos GC S.A. de C.V., a company organized under the Bankruptcy Court having entered its Order laws of Mexico (I) Approving Procedures “Servicios,” and Materials Employed to Provide Notice together with GCI, Prestolite and GCTC, each an “Asset Seller” and collectively the “Asset Sellers”), GK Technologies, Inc., a New Jersey corporation (“GK Technologies”), General Cable de México, S.A. de C.V., a “Sociedad Anonima de Capital Variable” organized under the laws of Mexico (“GCM,” and together with GK Technologies, each an “Equity Seller” and collectively the Disclosure Statement Hearing“Equity Sellers”), Standard Motor Products, Inc., a New York corporation (II) Approving Disclosure Statement“U.S. Buyer”), Motortronics, Inc., a New York corporation (III) Determining Treatment of Certain Claims for Notice “Motortronics,” and Voting Purposestogether with SMP, (IV) Scheduling Hearing on Confirmation of each an “Equity Buyer” and collectively the Plan, (V) Establishing Record Date and Procedures for Filing Objections to the Plan and Temporary Allowance of Claims and (VI) Approving Solicitation Procedures for Confirmation, dated April 3, 2002 (the "Original Solicitation Order") [Docket No. 1349]; a hearing pursuant to section 1129 of the Bankruptcy Code to consider confirmation of the Original Plan having been held on May 20, 2002 (the "First Confirmation Hearing"“Equity Buyers”); the Bankruptcy Court having entered its Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Joint Plan Standard Motor Products de Mexico S. de X.X. de C.V., a “Sociedad de Responsabilidad Limitada de Capital Variable” organized under the laws of Reorganization of ICG CommunicationsMexico (“Mexico Buyer,” and together with U.S. Buyer and Motortronics, Inc. each a “Buyer” and its Affiliated Debtors and Debtors in Possession, dated May 21, 2002 (the "Original Confirmation Order") [Docket Nocollectively “Buyers”). __]; the substantial consummation of the Original Plan, within the meaning of section 1127 of the Bankruptcy Code having not occurred; the Debtors having proposed the Modification to Second Amended Joint Plan of Reorganization of ICG Communications, Inc. et al., dated July __, 2002 (the "Modification" The Asset Sellers and the Original Plan Equity Sellers are collectively referred to herein as modified by the Modification, the "Modified Plan")1 [Docket No. __]; the Bankruptcy Court -------- 2 This Second Confirmation Order constitutes the Bankruptcy Court's findings of fact “Sellers” (and conclusions of law under Fed. R. Civ. P. 52, as made applicable herein by Bankruptcy Rules 7052 and 9014. Any finding of fact shall constitute a finding of fact even if it is stated each individually as a conclusion of law, and any conclusion of law shall constitute a conclusion of law even if it is stated as a finding of fact“Seller”).

TABLE OF EXHIBITS. Exhibit A Form of Assignment and Assumption Agreement Exhibit Name ------- ------------ A Plan B-1 Form of Assignment and Assumption of Lease (Georgia Lease) Exhibit B-2 Form of Assignment and Assumption of Lease (Plant B Modification Lease) Exhibit C Rejection Bar Date Form of Xxxx of Sale Exhibit D-1 Form of Employer Substitution Agreement (Prestolite – Mexico Buyer) Exhibit D-2 Form of Employer Substitution Agreement (Servicios-GCA/Servicios SMP) Exhibit D-3 Form of Employer Substitution Notice D Cure Amount Notice Exhibit E Confirmation Notice Form of Escrow Agreement Exhibit F Initial Board Form of Directors Intellectual Property Assignment Agreement Exhibit G Form of Reorganized ICG INTRODUCTION ------------ The above-captioned debtors Mexico Asset Purchase and debtors in possession Sale Agreement Exhibit H Form of Supply Agreement Exhibit I Form of Trademark License Agreement Exhibit J Form of Transition Services Agreement Exhibits K-1 and K-2 Forms of Mexico Stock Purchase and Sale Agreements Exhibit L Form of Employee Services Agreement This Stock and Asset Purchase Agreement (collectively, the"Debtors") having proposed the Second Amended Joint Plan of Reorganization of ICG Communications, Inc. and its Affiliated Debtors and Debtors in Possessionthis “Agreement”), dated April 3as of May 23, 2002 2016, is entered into among General Cable Industries, Inc., a Delaware corporation (“GCI”), Prestolite de México, S.A. de C.V., a “Sociedad Anonima de Capital Variable” organized under the "Original Plan"laws of Mexico (“Prestolite”); , General Cable Technologies Corporation, a Delaware corporation (“GCTC”), Servicios Latinoamericanos GC S.A. de C.V., a company organized under the Bankruptcy Court having entered its Order laws of Mexico (I) Approving Procedures “Servicios,” and Materials Employed to Provide Notice together with GCI, Prestolite and GCTC, each an “Asset Seller” and collectively the “Asset Sellers”), GK Technologies, Inc., a New Jersey corporation (“GK Technologies”), General Cable de México, S.A. de C.V., a “Sociedad Anonima de Capital Variable” organized under the laws of Mexico (“GCM,” and together with GK Technologies, each an “Equity Seller” and collectively the Disclosure Statement Hearing“Equity Sellers”), Standard Motor Products, Inc., a New York corporation (II) Approving Disclosure Statement“U.S. Buyer”), Motortronics, Inc., a New York corporation (III) Determining Treatment of Certain Claims for Notice “Motortronics,” and Voting Purposestogether with SMP, (IV) Scheduling Hearing on Confirmation of each an “Equity Buyer” and collectively the Plan, (V) Establishing Record Date and Procedures for Filing Objections to the Plan and Temporary Allowance of Claims and (VI) Approving Solicitation Procedures for Confirmation, dated April 3, 2002 (the "Original Solicitation Order") [Docket No. 1349]; a hearing pursuant to section 1129 of the Bankruptcy Code to consider confirmation of the Original Plan having been held on May 20, 2002 (the "First Confirmation Hearing"“Equity Buyers”); the Bankruptcy Court having entered its Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Joint Plan Standard Motor Products de Mexico S. de X.X. de C.V., a “Sociedad de Responsabilidad Limitada de Capital Variable” organized under the laws of Reorganization of ICG CommunicationsMexico (“Mexico Buyer,” and together with U.S. Buyer and Motortronics, Inc. each a “Buyer” and its Affiliated Debtors and Debtors in Possession, dated May 21, 2002 (the "Original Confirmation Order") [Docket Nocollectively “Buyers”). __]; the substantial consummation of the Original Plan, within the meaning of section 1127 of the Bankruptcy Code having not occurred; the Debtors having proposed the Modification to Second Amended Joint Plan of Reorganization of ICG Communications, Inc. et al., dated July __, 2002 (the "Modification" The Asset Sellers and the Original Plan Equity Sellers are collectively referred to herein as modified by the Modification, the "Modified Plan")1 [Docket No. __]; the Bankruptcy Court -------- 2 This Second Confirmation Order constitutes the Bankruptcy Court's findings of fact “Sellers” (and conclusions of law under Fed. R. Civ. P. 52, as made applicable herein by Bankruptcy Rules 7052 and 9014. Any finding of fact shall constitute a finding of fact even if it is stated each individually as a conclusion of law, and any conclusion of law shall constitute a conclusion of law even if it is stated as a finding of fact“Seller”).

TABLE OF EXHIBITS. Exhibit "A" Form of Convertible Promissory Note Exhibit Name ------- ------------ "B" Form of Warrant Exhibit "C" Definition of "accredited investor" Exhibit "D" Risk Factors Exhibit "E" Capitalization Table Exhibit List EXHIBIT A Plan B Modification C Rejection Bar Date Notice D Cure Amount Notice E Confirmation Notice F Initial Board of Directors of Reorganized ICG INTRODUCTION ------------ The above-captioned debtors and debtors in possession --------- NOTE NEITHER THIS PROMISSORY NOTE NOR THE SHARES INTO WHICH IT IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. THE COMPANY WILL NOT TRANSFER THIS PROMISSORY NOTE OR THE UNDERLYING SHARES UNLESS: (collectivelyi) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH PROMISSORY NOTE OR SUCH SHARES, the"Debtors"AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR (ii) having proposed the Second Amended Joint Plan of Reorganization of ICG CommunicationsIT FIRST RECEIVES A LETTER FROM AN ATTORNEY, Inc. and its Affiliated Debtors and Debtors in PossessionACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, dated April 3STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS. GENDER SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE $400,000 November 5, 2002 Gender Sciences, Inc., a New Jersey corporation (the "Original PlanCompany"); , for value received, hereby promises to pay to The Ullman Family Partnership ("Lender"), on the Bankruptcy Court having entered its Order Maturity Date (Ias hereinxxxxx defined), the principal amount of Four Hundred Thousand Dollars ($400,000) Approving Procedures plus accrued and Materials Employed to Provide Notice unpaid interest thereon, at a simple interest rate of Eight Percent (8%) per annum from the date hereof until the Maturity Date. Unless converted into shares of the Disclosure Statement HearingCompany's capital stock, all sums due pursuant to this Note shall be due and payable on the third (II3rd) Approving Disclosure Statement, (III) Determining Treatment of Certain Claims for Notice and Voting Purposes, (IV) Scheduling Hearing on Confirmation anniversary of the Plan, date of this Note (V) Establishing Record Date and Procedures for Filing Objections to the Plan and Temporary Allowance of Claims and (VI) Approving Solicitation Procedures for Confirmation, dated April 3, 2002 (the "Original Solicitation OrderMaturity Date") [Docket Noat the principal office of the Company at 10 West Forest Avenue, Englewood, New Jersey 07631 in currency of the Xxxxxx Xxxxxx xx Xxxxxxx xxxxx xx xxx xxxx xx xxxment shall be legal tender for payment of public and private debts. 1349]; a hearing This Note is made pursuant to section 1129 a Loan Agreement of the Bankruptcy Code to consider confirmation of the Original Plan having been held on May 20, 2002 (the "First Confirmation Hearing"); the Bankruptcy Court having entered its Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Joint Plan of Reorganization of ICG Communications, Inc. and its Affiliated Debtors and Debtors in Possession, dated May 21, 2002 (the "Original Confirmation Order") [Docket Noeven date herewith. __]; the substantial consummation of the Original Plan, within All capitalized terms not otherwise defined herein shall have the meaning of section 1127 of attributed to them in the Bankruptcy Code having not occurred; Loan Agreement. Any conflict between the Debtors having proposed the Modification to Second Amended Joint Plan of Reorganization of ICG Communications, Inc. et al., dated July __, 2002 (the "Modification" Loan Agreement and the Original Plan as modified this Note shall be determined by the Modification, the "Modified Plan")1 [Docket No. __]; the Bankruptcy Court -------- 2 This Second Confirmation Order constitutes the Bankruptcy Court's findings of fact and conclusions of law under Fed. R. Civ. P. 52, as made applicable herein by Bankruptcy Rules 7052 and 9014. Any finding of fact shall constitute a finding of fact even if it is stated as a conclusion of law, and any conclusion of law shall constitute a conclusion of law even if it is stated as a finding of factLoan Agreement.

TABLE OF EXHIBITS. Exhibit Exhibit Name ------- ------------ A Plan [Reserved] B Modification C Rejection Bar Form of Borrower’s Final Completion Certificate C-1 Form of Conditional Waiver and Release Upon Final Payment C-2 Form of Unconditional Waiver and Release Upon Final Payment D Form of Construction Consultant’s Final Completion Certificate E Form of Construction Manager’s Final Completion Confirmation Form F Form of Final Plans and Specifications Amendment Certificate G Form of In-Balance Test Certificate H Form of Construction Consultant’s Opening Date Notice D Cure Amount Notice E Confirmation Notice F Initial Board Form I Closing Date Plans and Specifications J-1 Form of Directors Disbursement Request J-2 Form of Reorganized ICG INTRODUCTION ------------ The aboveConstruction Consultant’s Disbursement Confirmation Form K Form of Borrower’s Substantial Completion Certificate L-1 Form of Conditional Waiver and Release Upon Progress Payment L-2 Form of Unconditional Waiver and Release Upon Progress Payment M-1 Form of Construction Consultant’s Substantial Completion Certificate M-2 Form of Architect’s Substantial Completion Certificate N Form of Project Budget Amendment Confirmation Form O Form of Borrower’s Project Opening Date Certificate P [Reserved] Q Form of Pre-captioned debtors Approved Contractor Consent to Assignment R Closing Date Funds Flow This MASTER DISBURSEMENT AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is dated as of July 2, 2013 by and debtors in possession among Deutsche Bank Trust Company Americas, as disbursement agent on behalf of the Administrative Agent (as defined below), and as Collateral Agent under the Credit Agreement (together with any successor disbursement agent permitted hereunder or successor Collateral Agent permitted thereunder, as applicable, the “Disbursement Agent” or the “Collateral Agent,” as applicable), Deutsche Bank AG New York Branch, as Administrative Agent under the Credit Agreement (together with any successor Administrative Agent permitted thereunder, the “Administrative Agent”; and the Disbursement Agent, the Collateral Agent and the Administrative Agent, collectively, the"Debtors") having proposed the Second Amended Joint Plan of Reorganization of ICG Communications“Agents”), Inc. and its Affiliated Debtors and Debtors in PossessionCBAC Borrower, dated April 3LLC, 2002 a Delaware limited liability company (the "Original Plan"“Borrower”); . Capitalized terms used herein have the Bankruptcy Court having entered its Order (I) Approving Procedures and Materials Employed to Provide Notice of the Disclosure Statement Hearingmeanings specified in Section 1 or, (II) Approving Disclosure Statement, (III) Determining Treatment of Certain Claims for Notice and Voting Purposes, (IV) Scheduling Hearing on Confirmation of the Plan, (V) Establishing Record Date and Procedures for Filing Objections to the Plan and Temporary Allowance of Claims and (VI) Approving Solicitation Procedures for Confirmation, dated April 3, 2002 (the "Original Solicitation Order") [Docket No. 1349]; a hearing pursuant to section 1129 of the Bankruptcy Code to consider confirmation of the Original Plan having been held on May 20, 2002 (the "First Confirmation Hearing"); the Bankruptcy Court having entered its Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Joint Plan of Reorganization of ICG Communications, Inc. and its Affiliated Debtors and Debtors in Possession, dated May 21, 2002 (the "Original Confirmation Order") [Docket No. __]; the substantial consummation of the Original Plan, within the meaning of section 1127 of the Bankruptcy Code having if not occurred; the Debtors having proposed the Modification to Second Amended Joint Plan of Reorganization of ICG Communications, Inc. et al., dated July __, 2002 (the "Modification" and the Original Plan as modified by the Modificationdefined therein, the "Modified Plan")1 [Docket No. __]; meanings specified in the Bankruptcy Court -------- 2 This Second Confirmation Order constitutes the Bankruptcy Court's findings of fact and conclusions of law under Fed. R. Civ. P. 52, as made applicable herein by Bankruptcy Rules 7052 and 9014. Any finding of fact shall constitute a finding of fact even if it is Credit Agreement (defined below) unless stated as a conclusion of law, and any conclusion of law shall constitute a conclusion of law even if it is stated as a finding of factotherwise.