Common use of The Rights Offering Clause in Contracts

The Rights Offering. (a) The Company shall commence, administer and consummate the Rights Offering in accordance with the Plan and the related disclosure statement, which disclosure statement (as the same may be amended, supplemented or modified from time to time) shall be consistent with the Plan and reasonably acceptable to the Requisite Investors (the “Disclosure Statement”), it being understood that the form of the draft Disclosure Statement dated February 5, 2010, delivered to the Investors is acceptable to them. (b) As settlement for certain rights described in the Plan, based on their Eligible Claims as of the Effective Date, subject to this Section 2(b), the shares of Holdco Common Stock issued to Oaktree and Apollo or any Affiliates thereof that own Eligible Claims under the Plan shall in the aggregate represent, after giving effect to the Rights Offering but subject to dilution from the Specified Securities, a percentage of the Holdco Common Stock issued under the Plan that is not less than the Minimum Oaktree/Apollo Equity Threshold. If the Minimum Oaktree/Apollo Equity Threshold is not met, the Company shall reduce, in accordance with the Plan, the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan in the amount necessary to allow the Minimum Oaktree/Apollo Equity Threshold to be reached, and such Units (allocated as among the Investors as may be determined by Oaktree and Apollo) shall be deemed “Residual Units” hereunder; provided, that, the Company shall not reduce the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan by more than 90%. (c) Notwithstanding anything in the Plan to the contrary, the Company and the Investors agree that the number of shares of Holdco Common Stock and principal amount of IntermediateCo Notes that the Investors or their Affiliates may elect to receive pursuant to the Rights Offering shall not be subject to the Minimum Ownership Cutback under Section 7 of the Plan. (d) If the transactions contemplated by this Equity Commitment Agreement are consummated, the Company shall pay to the Oaktree Manager and the Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) on the Closing Date a fee (the “Structuring and Arrangement Fee”) equal to 3.5% of the Maximum Rights Offering Amount. If this Equity Commitment Agreement is terminated pursuant to Section 19(b)(ii), Section 19(b)(iv), Section 19(b)(v), Section 19(b)(vi), Section 19(c)(iii), Section 19(c)(iv), Section 19(c)(v) or Section 19(d) hereof, or if the Plan is not consummated by the Termination Date and on or prior to the Voting Deadline there was made and not withdrawn prior to the Voting Deadline (or there was made prior to the Voting Deadline a public announcement indicating an intention to make) a proposal or offer from (or by, in the case of a public announcement) a third party as to which the Board of Directors of the Company made no determination (by the Voting Deadline) that could reasonably be considered (or could reasonably be expected to lead to) a Superior Proposal, the Company shall pay to the Oaktree Manager and any Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) concurrently with or promptly after such termination a fee (the “Termination Fee”) equal to the Structuring and Arrangement Fee minus $5,000,000. The percentage of the Structuring and Arrangement Fee or Termination Fee allocated to such Persons is set forth on Schedule 2(d) hereto. The Structuring and Arrangement Fee and Termination Fee shall be nonrefundable when paid. (e) Subject to the consummation of the transactions contemplated by this Equity Commitment Agreement, each Investor (or such other Affiliates or third parties as such Investor may designate) agrees to purchase from IntermediateCo on the Closing Date, at a purchase price equal to $1,000.00 per share, shares of IntermediateCo Preferred Stock calculated by multiplying (i) 5,000, which amount represents the aggregate shares of IntermediateCo Preferred Stock, times (ii) such Investor’s percentage set forth on Schedule 1(f) hereto. (f) Within two (2) Business Days after the completion of the calculations determined in accordance with the procedures set forth in Section 7.1.1 of the Plan, the Company hereby agrees and undertakes to give each Investor by electronic facsimile transmission the certification by an executive officer of the Company of (i) the number of such Investor’s Subscription Units as of such Date and the aggregate purchase price therefor, (ii) such Investor’s Residual Units as of such date and the aggregate purchase price therefor, and (iii) the percentage of Holdco Common Stock to be issued under the Plan that such Units represent (after giving effect to the Rights Offering and purchases under this Equity Commitment Agreement, but subject to dilution from the Specified Securities) (the “Purchase Notice”).

The Rights Offering. The Rights Offering will be conducted in accordance with the procedures agreed to between the Company and the Required Commitment Parties, including as follows: (a) The Company shall commencePursuant to the RSA and the Plan, administer and consummate each holder of record of a DIP Claim (as defined in the RSA) as of the Subscription Record Date that (i) is eligible to participate in the Rights Offering in accordance with the terms of the Plan and the related disclosure statement, which disclosure statement (as the same may be amended, supplemented or modified from time to time) shall be consistent Rights Offering Procedures filed with the Plan and reasonably acceptable (ii) has become a party to the Requisite Investors RSA (the including any Permitted Transferee that has executed a joinder thereto) as of November 3, 2020 (each such holder or Permitted Transferee, as applicable, an “Disclosure StatementEligible Holder”), it being understood that the form will receive Subscription Rights with respect to their Allowed DIP Claims held as of the draft Disclosure Statement dated February 5Subscription Record Date (such claims being, 2010, delivered “ Eligible Claims ”) to subscribe for its pro rata share (measured as the principal amount of Eligible Claims held by such Eligible Holder as compared to the Investors is acceptable aggregate principal amount of all Allowed DIP Claims, in each case, as of the Subscription Record Date) of the Eligible Holder Equity Interests, subject to themcertain customary representations and warranties. (b) As settlement Subject to the terms and conditions of this Agreement, the Company hereby undertakes to (i) offer Eligible Holder Equity Interests for certain rights described in subscription by Eligible Holders of Eligible Claims pursuant to the RSA, the Plan, based on their the Rights Offering Procedures and the additional procedures set forth herein, and (ii) sell Commitment Party Equity Interests for subscription by the applicable Commitment Parties pursuant to the RSA , the Plan, the Rights Offering Procedures, and the additional procedures set forth herein, as applicable. (c) The Company will issue or distribute the applicable Subscription Rights to the Commitment Parties and the other Eligible Holders to purchase the applicable Rights Offering Equity Interests, each at a price per equity interest equal to $1.35 (such price, the “Per Equity Interest Price”). Each Eligible Holder of Eligible Claims as of the Effective DateSubscription Record Date will receive an Eligible Holder Subscription Right to subscribe for its Pro Rata share of the Eligible Holder Equity Interests at the Per Equity Interest Price on the terms described herein. Each Commitment Party will receive a Commitment Party Direct Subscription Right to subscribe, subject to this Section 2(b)the t erms and conditions contained herein, for its Pro Rata share of the shares Commitment Party Equity Interests at the Per Equity Interest Price. (1) The Company will provide, or cause to be provided, to each Eligible Holder of Holdco Common Stock issued to Oaktree and Apollo or any Affiliates thereof that own Eligible Claims under the Plan shall in the aggregate represent, after giving effect to the Rights Offering but subject to dilution from the Specified Securities, a percentage of the Holdco Common Stock issued under the Plan that is not less than the Minimum Oaktree/Apollo Equity Threshold. If the Minimum Oaktree/Apollo Equity Threshold is not met, the Company shall reduce, subscription form in accordance with the PlanRights Offering Procedures (the “Rights Offering Subscription Form”), whereby each Eligible Holder may exercise its Subscription Rights in whole or in part, provided that such Eligible Holder (i) timely and properly executes and delivers its Rights Offering Subscription Form (with accompanying (x) IRS Form W-9 or appropriate IRS Form W-8, as applicable and (y) Joinder to the Units issuable to holders of Eligible Claims Operating Agreement (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan as defined in the amount necessary Rights Offering Procedures)) to allow the Minimum Oaktree/Apollo subscription agent for the Rights Offering selected by the Debtors (the “Subscription Agent”) in advance of the Subscription Expiration Deadline (as defined below) and (ii) (A) if such Eligible Holder is not a Commitment Party, such Eligible Holder timely pays the aggregate purchase price of the Eligible Holder Equity Threshold Interests elected to be reachedpurchased by the Eligible Holder by wire transfer of immediately available funds prior to the Subscription Expiration Deadline to an account established by the Subscription Agent for the Rights Offering or (B) if such Eligible Holder is a Commitment Party, and such Units Commitment Party pays the aggregate purchase price of its New Equity Interests in accordance with Section 1(g). (allocated as among 2) At least seven (7) days prior to the Investors as may be determined by Oaktree and ApolloSubscription Expiration Deadline, (A) shall be deemed “Residual Units” hereunder; provided, that, the Company shall not reduce deliver to each Commitment Party a written (which may be by email) notice setting forth such Commitment Party’s allocation of (i) Eligible Holder Equity Interests for which it may exercise its Subscription Rights and (ii) the Units issuable Commitment Party Equity Interests and (B) each Commitment Party shall timely and properly exercise its rights to holders purchase its allocated portion of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan by more than 90%. (c) Notwithstanding anything in the Plan to the contrary, the Company and the Investors agree that the number of shares of Holdco Common Stock and principal amount of IntermediateCo Notes that the Investors or their Affiliates may elect to receive pursuant to the Rights Offering shall not be subject to the Minimum Ownership Cutback under Section 7 of the Plan. (d) If the transactions contemplated by this Equity Commitment Agreement are consummatedInterests, the Company shall pay to the Oaktree Manager and the Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) on the Closing Date a fee (the “Structuring and Arrangement Fee”) equal to 3.5% of the Maximum Rights Offering Amount. If this Equity Commitment Agreement is terminated pursuant to Section 19(b)(ii), Section 19(b)(iv), Section 19(b)(v), Section 19(b)(vi), Section 19(c)(iii), Section 19(c)(iv), Section 19(c)(v) or Section 19(d) hereof, or if the Plan is not consummated by the Termination Date and on or prior to the Voting Deadline there was made and not withdrawn prior to the Voting Deadline (or there was made prior to the Voting Deadline a public announcement indicating an intention to make) a proposal or offer from (or by, in the case of a public announcement) a third party as to which the Board of Directors of the Company made no determination (by the Voting Deadline) that could reasonably be considered (or could reasonably be expected to lead to) a Superior Proposal, the Company shall pay to the Oaktree Manager and any Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) concurrently with or promptly after such termination a fee (the “Termination Fee”) equal to the Structuring and Arrangement Fee minus $5,000,000. The percentage of the Structuring and Arrangement Fee or Termination Fee allocated to such Persons is set forth on Schedule 2(d) hereto. The Structuring and Arrangement Fee and Termination Fee shall be nonrefundable when paid. (e) Subject to the consummation of the transactions contemplated by this Equity Commitment Agreement, each Investor (or such other Affiliates or third parties as such Investor may designate) agrees to purchase from IntermediateCo on the Closing Date, at a purchase price equal to $1,000.00 per share, shares of IntermediateCo Preferred Stock calculated by multiplying (i) 5,000, which amount represents the aggregate shares of IntermediateCo Preferred Stock, times (ii) such Investor’s percentage set forth on Schedule 1(f) hereto. (f) Within two (2) Business Days after the completion of the calculations determined in accordance with the procedures set forth in clause (d)(1) of this Section 7.1.1 of the Plan, the Company hereby agrees 1 and undertakes to give each Investor by electronic facsimile transmission the certification by an executive officer of the Company of (i) the number of such Investor’s Subscription Units as of such Date and the aggregate purchase price therefor, (ii) such Investor’s Residual Units as of such date and the aggregate purchase price therefor, and (iii) the percentage of Holdco Common Stock to be issued under the Plan that such Units represent (after giving effect to the Rights Offering Procedures, subject to payment in accordance with Section 1(g). For the avoidance of doubt, each Commitment Party shall, subject to the terms and purchases under conditions contained herein, fully exercise all Subscription Rights allotted to it for the purchase of the Rights Offering Equity Interests. (3) For purposes of this Equity Commitment Agreement, but the “Subscription Expiration Deadline” means 5:00 p.m. New York City time on such date that is specified in the Rights Offering Procedures or such other date as the Company, subject to dilution from the Specified Securitiesapproval of the Required Commitment Parties, may specify in a written (which may be by email) (notice provided to the “Purchase Notice”)Eligible Holders of Eligible Claims before 9:00 a.m. New York City time on the Business Day before the then-effective Subscription Expiration Deadline. For purposes of this Agreement, “ Business Day” means any day of the year on which national banking institutions in New York City are open to the public for conducting business and are not required or authorized to close.

The Rights Offering. (a) The As promptly as practicable after the date of this Agreement, the Company shall commenceuse its reasonable best efforts to commence and complete the Rights Offering, administer including by preparing and consummate filing the Registration Statement with the SEC and seeking to cause the Registration Statement to be declared effective by the SEC as soon as reasonably practicable. The Registration Statement and any amendment or supplement to the thereto in connection with the Rights Offering in accordance shall be provided to the Investor and its counsel prior to its filing with the Plan SEC, and the related disclosure statement, which disclosure statement (as the same may be amended, supplemented or modified from time to time) Investor and its counsel shall be consistent with the Plan given a reasonable opportunity to review and reasonably acceptable to the Requisite Investors (the “Disclosure Statement”), it being understood that the form of the draft Disclosure Statement dated February 5, 2010, delivered to the Investors is acceptable to themcomment thereon. (b) As settlement for certain rights described in soon as practicable after the Plan, based on their Eligible Claims as of Registration Statement is declared effective by the Effective SEC and following the Record Date, subject to this Section 2(b), the shares of Holdco Common Stock issued to Oaktree and Apollo or any Affiliates thereof that own Eligible Claims under the Plan shall in the aggregate represent, after giving effect to the Rights Offering but subject to dilution from the Specified Securities, a percentage of the Holdco Common Stock issued under the Plan that is not less than the Minimum Oaktree/Apollo Equity Threshold. If the Minimum Oaktree/Apollo Equity Threshold is not met, the Company shall reduce, in accordance file with the PlanSEC and print the Prospectus, distribute copies of the Prospectus to the holders of record of Common Stock as of the Record Date, and thereafter, promptly commence a rights offering on the following terms: (i) the Company shall distribute, one transferable right (“Rights”) to each holder of record of Common Stock for each share of Common Stock held by such holder as of the Record Date; (ii) for every 1,105 Rights held, the holder thereof shall be entitled to purchase, at the election of such holder, one Unit at the Subscription Price (the “Basic Subscription Privilege”); (iii) the offering shall remain open for the period set forth in the Registration Statement, which shall be at least the minimum time period required by applicable Law (the “Subscription Period”); and (iv) the Investor shall subscribe for additional Units issuable at the Subscription Price pursuant to the instructions set forth in the Prospectus and related materials to the extent that other holders of Eligible Claims (other than the Investors and their Affiliates) that elect not to exercise all of their respective Rights under the Plan in Basic Subscription Privilege (the amount necessary to allow the Minimum Oaktree/Apollo Equity Threshold to be reached, and “Oversubscription Privilege”) (such Units (allocated as among the Investors as may be determined by Oaktree and Apollo) shall be deemed “Residual Units” hereunder; provided, thatrights offering, the “Rights Offering”). The Company shall not reduce use reasonable best efforts to engage in and complete the Units issuable to holders of Eligible Claims (other than the Investors transactions contemplated in Sections 2.1(a) and their Affiliates2.1(b) that elect to exercise Rights under the Plan by more than 90%as promptly as practicable. (c) Notwithstanding anything in The Investor hereby agrees that it will exercise all of its Rights under its Basic Subscription Privilege. The Investor agrees to purchase and the Plan Company agrees to issue and sell to the contrary, the Company and the Investors agree that the number of shares of Holdco Common Stock and principal amount of IntermediateCo Notes that the Investors or their Affiliates may elect to receive Investor such Units pursuant to this Section 2.1 at the Rights Offering shall not be subject to the Minimum Ownership Cutback under Section 7 of the PlanSubscription Price. (d) If The Company shall not amend any of the terms of the Rights Offering described in Section 2.1(b) or waive any conditions to the closing of the Rights Offering without the prior written consent of the Investor and the Board. Subject to the terms and conditions of the Rights Offering, the Company shall effect the closing of the Rights Offering as promptly as practicable following the end of the Subscription Period. (e) The Company shall pay all of its expenses associated with the Registration Statement, the Prospectus, the Rights Offering and the other transactions contemplated hereby, including filing and printing fees, the fees and expenses of any subscription and information agents, the fees and expenses of its counsel, accounting fees and expenses and costs associated with clearing the Common Stock offered for sale under applicable state securities Laws. (f) The Investor shall provide to the Company such information as the Company may reasonably require in connection with the preparation and filing of the Registration Statement, the Prospectus and any amendment or supplement to the Registration Statement or the Prospectus. No such information provided by the Investor shall contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (i) at the time the Registration Statement becomes effective under the Securities Act, and (ii) as of the date of the Prospectus and the closing date of the Rights Offering and the Closing Date. (g) On the Closing Date, the Company shall deliver to the Investor evidence of the issuance of the Acquired Shares, reflecting the Units purchased by such Investor, in the name of the Investor against payment by or on behalf of the Investor of the purchase price therefore by wire transfer of immediately available funds to the account designated by the Company in writing. (h) In the event that this Agreement is terminated or the Rights Offering does not close, then, subject to Section 6.2 of this Agreement, neither the Investor nor the Company shall be required to consummate the transactions contemplated by this Equity Commitment Agreement are consummated, the Company shall pay to the Oaktree Manager and the Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) on the Closing Date a fee (the “Structuring and Arrangement Fee”) equal to 3.5% of the Maximum Rights Offering Amount. If this Equity Commitment Agreement is terminated pursuant to Section 19(b)(ii), Section 19(b)(iv), Section 19(b)(v), Section 19(b)(vi), Section 19(c)(iii), Section 19(c)(iv), Section 19(c)(v) or Section 19(d) hereof, or if the Plan is not consummated by the Termination Date and on or prior to the Voting Deadline there was made and not withdrawn prior to the Voting Deadline (or there was made prior to the Voting Deadline a public announcement indicating an intention to make) a proposal or offer from (or by, in the case of a public announcement) a third party as to which the Board of Directors of the Company made no determination (by the Voting Deadline) that could reasonably be considered (or could reasonably be expected to lead to) a Superior Proposal, the Company shall pay to the Oaktree Manager and any Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) concurrently with or promptly after such termination a fee (the “Termination Fee”) equal to the Structuring and Arrangement Fee minus $5,000,000. The percentage of the Structuring and Arrangement Fee or Termination Fee allocated to such Persons is set forth on Schedule 2(d) hereto. The Structuring and Arrangement Fee and Termination Fee shall be nonrefundable when paidAgreement. (e) Subject to the consummation of the transactions contemplated by this Equity Commitment Agreement, each Investor (or such other Affiliates or third parties as such Investor may designate) agrees to purchase from IntermediateCo on the Closing Date, at a purchase price equal to $1,000.00 per share, shares of IntermediateCo Preferred Stock calculated by multiplying (i) 5,000, which amount represents the aggregate shares of IntermediateCo Preferred Stock, times (ii) such Investor’s percentage set forth on Schedule 1(f) hereto. (f) Within two (2) Business Days after the completion of the calculations determined in accordance with the procedures set forth in Section 7.1.1 of the Plan, the Company hereby agrees and undertakes to give each Investor by electronic facsimile transmission the certification by an executive officer of the Company of (i) the number of such Investor’s Subscription Units as of such Date and the aggregate purchase price therefor, (ii) such Investor’s Residual Units as of such date and the aggregate purchase price therefor, and (iii) the percentage of Holdco Common Stock to be issued under the Plan that such Units represent (after giving effect to the Rights Offering and purchases under this Equity Commitment Agreement, but subject to dilution from the Specified Securities) (the “Purchase Notice”).

The Rights Offering. (a) The Company is contemplating commencing a rights offering on the following terms: (i) the Company shall commencedistribute, administer at no charge to its stockholders, one Right to each holder of record of Common Stock for each share of Common Stock held by such holder as of the Record Date, (ii) each Right shall entitle the holder thereof to purchase, at the election of such holder, such number of shares of Common Stock at the Rights Subscription Price thereby entitling such holders of rights, in the aggregate, to subscribe for Common Stock worth an aggregate of up to $35.3 million, provided that no fractional shares of Common Stock shall be issued, (iii) each such Right shall be non-transferable, (iv) the rights offering shall remain open as set forth in the Registration Statement (the “Subscription Period”) and consummate (v) each holder who fully exercises all Rights held by him shall be entitled to subscribe for additional shares of Common Stock that were not subscribed for in the Rights Offering in accordance with the Plan and the related disclosure statement(such exercising holders, which disclosure statement (as the same may be amended, supplemented or modified from time to time) shall be consistent with the Plan and reasonably acceptable to the Requisite Investors (the “Disclosure StatementExercising Holders”), it being understood that provided if an insufficient number of unsubscribed shares of Common Stock are available, all such over-subscription requests shall be honored proportionately among the form of the draft Disclosure Statement dated February 5, 2010, delivered to the Investors is acceptable to them. (b) As settlement for certain rights described in the Plan, Exercising Holders based on their Eligible Claims as of the Effective Date, subject to this Section 2(b), the shares of Holdco Common Stock issued to Oaktree and Apollo or any Affiliates thereof that own Eligible Claims under the Plan shall in the aggregate represent, after giving effect to the Rights Offering but subject to dilution from the Specified Securities, a percentage of the Holdco Common Stock issued under the Plan that is not less than the Minimum Oaktree/Apollo Equity Threshold. If the Minimum Oaktree/Apollo Equity Threshold is not met, the Company shall reduce, in accordance with the Plan, the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan in the amount necessary to allow the Minimum Oaktree/Apollo Equity Threshold to be reached, and such Units (allocated as among the Investors as may be determined by Oaktree and Apollo) shall be deemed “Residual Units” hereunder; provided, that, the Company shall not reduce the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan by more than 90%. (c) Notwithstanding anything in the Plan to the contrary, the Company and the Investors agree that the number of shares of Holdco Common Stock and principal amount of IntermediateCo Notes that each such holder subscribed for in accordance with clause (ii) (such rights offering, the Investors or their Affiliates may elect “Rights Offering”). The Company hereby agrees to receive pursuant use commercially reasonable efforts to complete the Rights Offering shall not be as soon as reasonably practicable, subject to the Minimum Ownership Cutback under Section 7 of the Plan. (d) If the transactions contemplated by this Equity Commitment Agreement are consummated, the Company shall pay to the Oaktree Manager terms and the Investors conditions set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) on the Closing Date a fee (the “Structuring and Arrangement Fee”) equal to 3.5% of the Maximum Rights Offering Amountherein. If this Equity Commitment Agreement is terminated pursuant to Section 19(b)(ii), Section 19(b)(iv), Section 19(b)(v), Section 19(b)(vi), Section 19(c)(iii), Section 19(c)(iv), Section 19(c)(v) or Section 19(d) hereof, or if the Plan is not consummated by the Termination Date and on or prior to the Voting Deadline there was made and not withdrawn prior to the Voting Deadline (or there was made prior to the Voting Deadline a public announcement indicating an intention to make) a proposal or offer from (or by, in the case of a public announcement) a third party as to which the Board of Directors of the Company made no determination (by the Voting Deadline) that could reasonably be considered (or could reasonably be expected to lead to) a Superior Proposal, the Company shall pay to the Oaktree Manager and any Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) concurrently with or promptly after such termination a fee (the “Termination Fee”) equal to the Structuring and Arrangement Fee minus $5,000,000. The percentage of the Structuring and Arrangement Fee or Termination Fee allocated to such Persons is set forth on Schedule 2(d) hereto. The Structuring and Arrangement Fee and Termination Fee shall be nonrefundable when paid. (e) Subject to the consummation of the transactions contemplated by this Equity Commitment Agreement, each Investor (or such other Affiliates or third parties as such Investor may designate) agrees to purchase from IntermediateCo on the Closing Date, at a purchase price equal to $1,000.00 per share, shares of IntermediateCo Preferred Stock calculated by multiplying (i) 5,000, which amount represents the aggregate shares of IntermediateCo Preferred Stock, times (ii) such Investor’s percentage set forth on Schedule 1(f) hereto. (f) Within two (2) Business Days after the completion of the calculations determined in accordance with the procedures set forth in Section 7.1.1 of the PlanSpecifically, the Company hereby agrees agrees, subject to the terms and undertakes conditions set forth herein, to give each Investor by electronic facsimile transmission use commercially reasonable efforts to complete its Registration Statement on Form S-1, as initially filed with the certification by an executive officer of the Company of (i) the number of such Investor’s Subscription Units SEC on May 6, 2016 and as of such Date and the aggregate purchase price thereforamended on August 22, (ii) such Investor’s Residual Units as of such date and the aggregate purchase price therefor2016, and (iii) the percentage of Holdco Common Stock as may be subsequently amended from time to be issued under the Plan that such Units represent (after giving effect to the Rights Offering and purchases under this Equity Commitment Agreement, but subject to dilution from the Specified Securities) time (the “Purchase NoticeRegistration Statement”), and use commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable.

The Rights Offering. (a) The On the terms and subject to the conditions set forth herein, the Company shall commence, administer and consummate will commence the Rights Offering contemporaneously with, and as part of, the solicitation process for the Plan, and in any event no later than five (5) days after entry of an order of the Bankruptcy Court approving the Disclosure Statement. The Rights Offering shall be conducted by the Company and consummated on the terms, subject to the conditions and in accordance with the Plan and the related disclosure statement, which disclosure statement (as the same may be amended, supplemented or modified from time to time) shall be consistent procedures filed with the Plan Bankruptcy Court related to the Rights Offering, in connection with the solicitation of the Disclosure Statement or otherwise, in each case, in form and substance reasonably acceptable satisfactory to the Requisite Investors Backstop Providers (the “Disclosure StatementRights Offering Procedures”), it being understood that ) and otherwise on the form of the draft Disclosure Statement dated February 5, 2010, delivered terms and subject to the Investors is acceptable to themconditions set forth in this Agreement. (b) As settlement Following the Rights Offering Deadline and prior to the issuance of New Common Stock to the Rights Offering Participants that have validly exercised their Subscription Rights and prior to the allocation of Available Shares to the Backstop Providers, the Backstop Commitment Amounts for certain rights described each Backstop Provider shall be adjusted in the Planfollowing amounts: (i) First, based an amount equal to the Rights Offering Proceeds shall be allocated as a reduction of the Backstop Oversubscription Amount listed on Schedule 1 on a pro rata basis for each Backstop Provider in accordance with their Eligible Claims respective Backstop Oversubscription Amounts until all Backstop Oversubscription Amounts, as adjusted, equal $0; (ii) Second, if the Rights Offering Proceeds exceed the aggregate of the Backstop Oversubscription Amounts for all Backstop Providers as of immediately prior to the Effective Date, subject to application of this Section 2(b1.1(b) (the “Aggregate Oversubscription Amount”), the amount of such excess shall be allocated on a pro rata basis as a reduction of the Backstop Pro Rata Amount listed on Schedule 1 for each Backstop Provider in accordance with their respective Backstop Pro Rata Amounts; and (iii) Third, if, after giving effect to the adjustments in Sections (b)(i) and (ii) above, any Backstop Provider’s (x) so adjusted Backstop Commitment Amount plus (y) the amount of aggregate Exercise Price paid by it in the Rights Offering (pursuant to a valid subscription for Rights Offering Shares in the Rights Offering on or prior to the Rights Offering Deadline in accordance with the Rights Offering Procedures) would exceed its unadjusted Backstop Commitment Amount (i.e., the amount listed on Schedule 1), then such Backstop Provider’s Backstop Commitment Amount will be further reduced such that there is no excess, and the amount of such reduction will be re-allocated in accordance with Sections (b)(i) and (ii) for all other Backstop Providers that have not reached their respective Backstop Commitment Amounts. (c) Following the adjustments made pursuant to Section 1.1(b), the remaining Backstop Commitment Amounts shall be applied to the purchase of the Available Shares as described herein. Upon calculation of the Rights Offering Proceeds, the Company, in consultation with the Backstop Providers, shall prepare and deliver a notice to the Backstop Providers containing the aggregate number of shares of Holdco New Common Stock issued that the Backstop Providers will be required to Oaktree purchase hereunder (the “Aggregate Backstop Commitment Shares”). (d) As soon as practicable after the Rights Offering Deadline and, in any event, no later than seven (7) Business Days following the Rights Offering Deadline, the Company shall provide each of the Backstop Providers with written notice (the “Purchase Notice”) specifying (i) the total amount of Rights Offering Proceeds received, (ii) the updated Backstop Oversubscription Amounts, Backstop Pro Rata Amounts and Apollo or any Affiliates thereof that own Eligible Claims under the Plan shall in the aggregate represent, Backstop Commitment Amounts as updated pursuant to Section 1.1(b) hereof after giving effect to the Rights Offering but subject to dilution from the Specified SecuritiesProceeds received, a percentage of the Holdco Common Stock issued under the Plan that is not less than the Minimum Oaktree/Apollo Equity Threshold. If the Minimum Oaktree/Apollo Equity Threshold is not met, the Company shall reduce, in accordance with the Plan, the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan in the amount necessary to allow the Minimum Oaktree/Apollo Equity Threshold to be reached, and such Units (allocated as among the Investors as may be determined by Oaktree and Apollo) shall be deemed “Residual Units” hereunder; provided, that, the Company shall not reduce the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan by more than 90%. (c) Notwithstanding anything in the Plan to the contrary, the Company and the Investors agree that the number of shares of Holdco Common Stock and principal amount of IntermediateCo Notes that the Investors or their Affiliates may elect to receive pursuant to the Rights Offering shall not be subject to the Minimum Ownership Cutback under Section 7 of the Plan. (d) If the transactions contemplated by this Equity Commitment Agreement are consummated, the Company shall pay to the Oaktree Manager and the Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) on the Closing Date a fee (the “Structuring and Arrangement Fee”) equal to 3.5% of the Maximum Rights Offering Amount. If this Equity Commitment Agreement is terminated pursuant to Section 19(b)(ii), Section 19(b)(iv), Section 19(b)(v), Section 19(b)(vi), Section 19(c)(iii), Section 19(c)(iv), Section 19(c)(v) or Section 19(d) hereof, or if the Plan is not consummated by the Termination Date and on or prior to the Voting Deadline there was made and not withdrawn prior to the Voting Deadline (or there was made prior to the Voting Deadline a public announcement indicating an intention to make) a proposal or offer from (or by, in the case of a public announcement) a third party as to which the Board of Directors of the Company made no determination (by the Voting Deadline) that could reasonably be considered (or could reasonably be expected to lead to) a Superior Proposal, the Company shall pay to the Oaktree Manager and any Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) concurrently with or promptly after such termination a fee (the “Termination Fee”) equal to the Structuring and Arrangement Fee minus $5,000,000. The percentage of the Structuring and Arrangement Fee or Termination Fee allocated to such Persons is set forth on Schedule 2(d) hereto. The Structuring and Arrangement Fee and Termination Fee shall be nonrefundable when paid. (e) Subject to the consummation of the transactions contemplated by this Equity Commitment Agreement, each Investor (or such other Affiliates or third parties as such Investor may designate) agrees to purchase from IntermediateCo on the Closing Date, at a purchase price equal to $1,000.00 per share, shares of IntermediateCo Preferred Stock calculated by multiplying (i) 5,000, which amount represents the aggregate shares of IntermediateCo Preferred Stock, times (ii) such Investor’s percentage set forth on Schedule 1(f) hereto. (f) Within two (2) Business Days after the completion of the calculations determined in accordance with the procedures set forth in Section 7.1.1 of the Plan, the Company hereby agrees and undertakes to give each Investor by electronic facsimile transmission the certification by an executive officer of the Company of (iiii) the number of such Investor’s Subscription Units as of such Date and the aggregate purchase price therefor, (ii) such Investor’s Residual Units as of such date and the aggregate purchase price thereforAggregate Backstop Commitment Shares, and (iiiiv) the percentage of Holdco Common Stock to be issued under calculations supporting the Plan that such Units represent (after giving effect to the Rights Offering and purchases under this Equity Commitment Agreement, but subject to dilution from the Specified Securities) (the “Purchase Notice”)foregoing.

The Rights Offering. (a) The Company shall commence, administer and consummate will commence the Rights Offering contemporaneously with, and as part of, the solicitation process for the Plan. The Rights Offering shall be conducted and consummated on the terms, subject to the conditions and in accordance with procedures satisfactory to both the Plan Debtors and the related disclosure statement, which disclosure statement (as the same may be amended, supplemented or modified from time to time) shall be consistent with the Plan and reasonably acceptable to the Requisite Backstop Equity Investors (the “Disclosure StatementRights Offering Procedures”), it being understood that the form of the draft Disclosure Statement dated February 5, 2010, delivered to the Investors is acceptable to them. (b) As settlement for certain rights described in On the Plan, based on their Eligible Claims as of the Effective Dateterms, subject to the conditions, and in reliance on the representations and warranties set forth in this Section 2(b)Agreement, each of the shares of Holdco Common Stock issued Backstop Equity Investors hereby agrees, severally and not jointly, to Oaktree and Apollo or any Affiliates thereof that own Eligible Claims under the Plan shall exercise in the aggregate represent, after giving effect full all Rights distributed to such Backstop Equity Investor in the Rights Offering but subject to dilution from on the Specified Securities, a percentage of the Holdco Common Stock issued under terms set forth in the Plan that is not less than and the Minimum Oaktree/Apollo Equity Threshold. If the Minimum Oaktree/Apollo Equity Threshold is not met, the Company shall reduce, in accordance with the Plan, the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan in the amount necessary to allow the Minimum Oaktree/Apollo Equity Threshold to be reached, and such Units (allocated as among the Investors as may be determined by Oaktree and Apollo) shall be deemed “Residual Units” hereunder; provided, that, the Company shall not reduce the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan by more than 90%Offering Procedures. (c) Notwithstanding anything in the Plan to the contrary, the Company and the Investors agree that the number of shares of Holdco Common Stock and principal amount of IntermediateCo Notes that the Investors or their Affiliates may elect to receive pursuant to the Rights Offering shall not be subject to the Minimum Ownership Cutback under Section 7 of the Plan. (d) If the transactions contemplated by this Equity Commitment Agreement are consummated, the Company shall pay to the Oaktree Manager and the Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) on the Closing Date a fee (the “Structuring and Arrangement Fee”) equal to 3.5% of the Maximum Rights Offering Amount. If this Equity Commitment Agreement is terminated pursuant to Section 19(b)(ii), Section 19(b)(iv), Section 19(b)(v), Section 19(b)(vi), Section 19(c)(iii), Section 19(c)(iv), Section 19(c)(v) or Section 19(d) hereof, or if the Plan is not consummated by the Termination Date and on or prior to the Voting Deadline there was made and not withdrawn prior to the Voting Deadline (or there was made prior to the Voting Deadline a public announcement indicating an intention to make) a proposal or offer from (or by, in the case of a public announcement) a third party as to which the Board of Directors of the Company made no determination (by the Voting Deadline) that could reasonably be considered (or could reasonably be expected to lead to) a Superior Proposal, the Company shall pay to the Oaktree Manager and any Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) concurrently with or promptly after such termination a fee (the “Termination Fee”) equal to the Structuring and Arrangement Fee minus $5,000,000. The percentage of the Structuring and Arrangement Fee or Termination Fee allocated to such Persons is set forth on Schedule 2(d) hereto. The Structuring and Arrangement Fee and Termination Fee shall be nonrefundable when paid. (e) Subject to the consummation of the transactions contemplated by this Equity Commitment Agreement, each Investor (or such other Affiliates or third parties as such Investor may designate) agrees to purchase from IntermediateCo on the Closing Date, at a purchase price equal to $1,000.00 per share, shares of IntermediateCo Preferred Stock calculated by multiplying (i) 5,000, which amount represents the aggregate shares of IntermediateCo Preferred Stock, times (ii) such Investor’s percentage set forth on Schedule 1(f) hereto. (f) Within two (2) Business Days after the completion of the calculations determined in accordance with the procedures set forth in Section 7.1.1 of the Plan, the Company hereby agrees and undertakes to give each Investor the Backstop Equity Investors, by electronic facsimile transmission the or electronic mail, a certification by an executive officer of the Company (including any supporting information reasonably requested by the Backstop Equity Investors) of either (i) a true and accurate calculation, as determined in good faith by the Company in consultation with the official committee of unsecured creditors appointed by the Bankruptcy Court, if such an appointment occurs, of the number of such Investor’s Subscription Units as of such Date Unsubscribed Shares and the aggregate purchase price therefor, Exercise Price therefor (ii) such Investor’s Residual Units as of such date and the aggregate purchase price therefor, and (iii) the percentage of Holdco Common Stock to be issued under the Plan that such Units represent (after giving effect to the Rights Offering and purchases under this Equity Commitment Agreement, but subject to dilution from the Specified Securities) (the a “Purchase Notice”), or (ii) in the absence of any Unsubscribed Shares, the fact that there are no Unsubscribed Shares and that the Commitments are terminated (a “Satisfaction Notice”), in either case as soon as practicable after the Rights Offering Deadline and, in any event, at least five (5) Business Days prior to the Effective Date (the date of transmission of a Purchase Notice or a Satisfaction Notice, the “Determination Date”).

The Rights Offering. (a) The Company shall commenceis preparing a registration statement (including each amendment and supplement thereto, administer the “Rights Offering Registration Statement”) on Form S-1 covering the issuance of the Rights and consummate the shares of Common Stock to be issued pursuant to the Rights Offering. The Company has furnished the latest draft of the Rights Offering in accordance Registration Statement to the Investors. The Company intends to use its commercially reasonable efforts to (i) cause the Rights Offering Registration Statement to be filed with the Plan SEC as promptly as practicable after the execution and delivery of this Agreement; (ii) cause the Rights Offering Registration Statement to be declared effective by the SEC as promptly as practicable; and (iii) commence the Rights Offering as promptly as practicable following the effective date of the Rights Offering Registration Statement. The Company shall have the sole and absolute right to terminate the Rights Offering without closing on the purchase and sale of any shares of Common Stock thereunder and hereunder. Upon any such termination, the obligations of the Investors under this Agreement shall terminate without any obligation to purchase shares of Common Stock pursuant to Section 1.2 hereof, and the related disclosure statementprovisions of Section 4.3, which disclosure statement (as the same may be amendedSection 4.4, supplemented or modified from time to time) Section 4.9, Section 4.10, Section 6.3, and Section 7 hereof shall be consistent with the Plan and reasonably acceptable to the Requisite Investors (the “Disclosure Statement”), it being understood that the form of the draft Disclosure Statement dated February 5, 2010, delivered to the Investors is acceptable to themremain in effect. (b) As settlement for certain rights described in The Company shall (i) not permit any securities other than the Plan, based on their Eligible Claims as of the Effective Date, subject to this Section 2(b), Rights and the shares of Holdco Common Stock issued underlying the Rights to Oaktree and Apollo or any Affiliates thereof that own Eligible Claims under the Plan shall be included in the aggregate represent, after giving effect Rights Offering Registration Statement; (ii) furnish to the Investors each amendment or supplement to the Rights Offering Registration Statement prior to its filing with or other submission to the SEC and shall afford the Investors a reasonable opportunity (but subject to dilution from the Specified Securities, a percentage of the Holdco Common Stock issued under the Plan that is in any event not less than 48 hours after receipt by the Minimum Oaktree/Apollo Equity Threshold. If the Minimum Oaktree/Apollo Equity Threshold Investors) to review and comment upon such amendment or supplement in each instance before it is not met, the Company shall reduce, in accordance filed with the Plan, the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan in the amount necessary to allow the Minimum Oaktree/Apollo Equity Threshold to be reached, and such Units (allocated as among the Investors as may be determined by Oaktree and Apollo) shall be deemed “Residual Units” hereunderSEC; provided, thathowever, that to the extent information is contained in such Rights Offering Registration Statement with respect to the Investors, the Company shall not reduce the Units issuable to holders of Eligible Claims (other than except as may be required by law) file such Rights Offering Registration Statement if the Investors have notified the Company of an objection with respect to such information; (iii) provide the Investors with any written comments or other written communications that the Company or its counsel receives from time to time from the SEC with respect to the Rights Offering Registration Statement promptly after the receipt of such comments or other communications; and their Affiliates(iv) correct any information in the Rights Offering Registration Statement if, and to the extent, that elect such information becomes false or misleading in any material respect, and the Company will take all steps necessary to exercise cause the Rights under Offering Registration Statement, as so corrected, to be filed with the Plan SEC and, upon its effectiveness, to be disseminated to the distributees of the Rights, in each case as and to the extent required by more than 90%applicable federal securities laws. (c) Notwithstanding anything in Each of the Plan Investors shall furnish to the contrary, Company such information regarding itself as the Company or its counsel may reasonably request for disclosure as the Company and its counsel reasonably believe to be required in the Rights Offering Registration Statement pursuant to applicable law, and each Investor hereby represents and warrants that such information will be true, correct and complete in all material respects, and covenants, as long as the Rights Offering Registration Statement is in effect, to promptly provide the Company with any information that may be necessary in order to correct such information to the extent it ceases for any reason to continue to be true, correct and complete in all material respects. The Company shall have the right to include in the Rights Offering Registration Statement all such information furnished by the Investors agree that in writing expressly for use in connection with the number Rights Offering Registration Statement, as well as a description of shares of Holdco Common Stock this Agreement and principal amount of IntermediateCo Notes that the Investors or their Affiliates may elect to receive pursuant a copy hereof as an Exhibit to the Rights Offering shall not be subject to the Minimum Ownership Cutback under Section 7 of the PlanRegistration Statement. (d) If the transactions contemplated by this Equity Commitment Agreement are consummated, the Company The Investors shall pay not be obligated to the Oaktree Manager and the Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) on the Closing Date a fee (the “Structuring and Arrangement Fee”) equal to 3.5% of the Maximum Rights Offering Amount. If this Equity Commitment Agreement is terminated pursuant to Section 19(b)(ii), Section 19(b)(iv), Section 19(b)(v), Section 19(b)(vi), Section 19(c)(iii), Section 19(c)(iv), Section 19(c)(v) or Section 19(d) hereof, or if the Plan is not consummated by the Termination Date and on or prior to the Voting Deadline there was made and not withdrawn prior to the Voting Deadline (or there was made prior to the Voting Deadline a public announcement indicating an intention to make) a proposal or offer from (or by, participate in the case of a public announcement) a third party as to which the Board of Directors of the Company made no determination (by the Voting Deadline) that could reasonably be considered (or could reasonably be expected to lead to) a Superior Proposal, the Company shall pay to the Oaktree Manager and any Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) concurrently with or promptly after such termination a fee (the “Termination Fee”) equal to the Structuring and Arrangement Fee minus $5,000,000. The percentage of the Structuring and Arrangement Fee or Termination Fee allocated to such Persons is set forth on Schedule 2(d) hereto. The Structuring and Arrangement Fee and Termination Fee shall be nonrefundable when paid. (e) Subject to the consummation of the transactions contemplated by this Equity Commitment Agreement, each Investor (or such other Affiliates or third parties as such Investor may designate) agrees to purchase from IntermediateCo on the Closing Date, at a purchase price equal to $1,000.00 per share, shares of IntermediateCo Preferred Stock calculated by multiplying (i) 5,000, which amount represents the aggregate shares of IntermediateCo Preferred Stock, times (ii) such Investor’s percentage set forth on Schedule 1(f) hereto. (f) Within two (2) Business Days after the completion of the calculations determined in accordance with the procedures set forth in Section 7.1.1 of the Plan, the Company hereby agrees and undertakes to give each Investor by electronic facsimile transmission the certification by an executive officer of the Company of (i) the number of such Investor’s Subscription Units as of such Date and the aggregate purchase price therefor, (ii) such Investor’s Residual Units as of such date and the aggregate purchase price therefor, and (iii) the percentage of Holdco Common Stock to be issued under the Plan that such Units represent (after giving effect to the Rights Offering and purchases under shall have the sole right to determine the extent, if any, to which they may participate in the Rights Offering; provided, however, that nothing in this Equity Commitment Agreement, but Section 1.3(d) shall in any way limit the obligations of the Investors to consummate the purchase of the Investor Backstop Shares in the Investor Backstop Closing on and subject to dilution from the Specified Securitiesterms of this Agreement (if and to the extent the Company exercises its option under Section 1.2(a) (the “Purchase Notice”hereof).

The Rights Offering. (a) The Company shall commence, administer and consummate will commence the Rights Offering in accordance with contemporaneously with, and as part of, the Plan Restructuring. The Rights Offering shall be conducted and consummated by and among the Company, the applicable Eligible Noteholders and the related disclosure statement, which disclosure statement (as Backstop Parties on the same may be amended, supplemented or modified from time to time) shall be consistent with the Plan and reasonably acceptable to the Requisite Investors (the “Disclosure Statement”), it being understood that the form of the draft Disclosure Statement dated February 5, 2010, delivered to the Investors is acceptable to them. (b) As settlement for certain rights described in the Plan, based on their Eligible Claims as of the Effective Dateterms, subject to this Section 2(b), the shares of Holdco Common Stock issued to Oaktree conditions and Apollo or any Affiliates thereof that own Eligible Claims under the Plan shall in the aggregate represent, after giving effect to the Rights Offering but subject to dilution from the Specified Securities, a percentage of the Holdco Common Stock issued under the Plan that is not less than the Minimum Oaktree/Apollo Equity Threshold. If the Minimum Oaktree/Apollo Equity Threshold is not met, the Company shall reduce, in accordance with the Plan, the Units issuable to holders of Eligible Claims (other than the Investors limitations and their Affiliates) that elect to exercise Rights under the Plan in the amount necessary to allow the Minimum Oaktree/Apollo Equity Threshold to be reached, and such Units (allocated as among the Investors as may be determined by Oaktree and Apollo) shall be deemed “Residual Units” hereunder; provided, that, the Company shall not reduce the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan by more than 90%. (c) Notwithstanding anything in the Plan to the contrary, the Company and the Investors agree that the number of shares of Holdco Common Stock and principal amount of IntermediateCo Notes that the Investors or their Affiliates may elect to receive pursuant to the Rights Offering shall not be subject to the Minimum Ownership Cutback under Section 7 of the Plan. (d) If the transactions contemplated by this Equity Commitment Agreement are consummated, the Company shall pay to the Oaktree Manager and the Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) on the Closing Date a fee (the “Structuring and Arrangement Fee”) equal to 3.5% of the Maximum Rights Offering Amount. If this Equity Commitment Agreement is terminated pursuant to Section 19(b)(ii), Section 19(b)(iv), Section 19(b)(v), Section 19(b)(vi), Section 19(c)(iii), Section 19(c)(iv), Section 19(c)(v) or Section 19(d) hereof, or if the Plan is not consummated by the Termination Date and on or prior to the Voting Deadline there was made and not withdrawn prior to the Voting Deadline (or there was made prior to the Voting Deadline a public announcement indicating an intention to make) a proposal or offer from (or by, in the case of a public announcement) a third party as to which the Board of Directors of the Company made no determination (by the Voting Deadline) that could reasonably be considered (or could reasonably be expected to lead to) a Superior Proposal, the Company shall pay to the Oaktree Manager and any Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) concurrently with or promptly after such termination a fee (the “Termination Fee”) equal to the Structuring and Arrangement Fee minus $5,000,000. The percentage of the Structuring and Arrangement Fee or Termination Fee allocated to such Persons is set forth on Schedule 2(d) hereto. The Structuring and Arrangement Fee and Termination Fee shall be nonrefundable when paid. (e) Subject to the consummation of the transactions contemplated by this Equity Commitment Agreement, each Investor (or such other Affiliates or third parties as such Investor may designate) agrees to purchase from IntermediateCo on the Closing Date, at a purchase price equal to $1,000.00 per share, shares of IntermediateCo Preferred Stock calculated by multiplying (i) 5,000, which amount represents the aggregate shares of IntermediateCo Preferred Stock, times (ii) such Investor’s percentage set forth on Schedule 1(f) hereto. (f) Within two (2) Business Days after the completion of the calculations determined in accordance with the procedures set forth on Exhibit B hereto (the “Rights Offering Procedures”). (b) On the terms, subject to the conditions and limitations, and in Section 7.1.1 reliance on the representations and warranties set forth in this Agreement, each of the PlanBackstop Parties hereby agrees, severally and not jointly, to exercise in full all Rights distributed to such Backstop Party in the Rights Offering on the terms set forth in this Agreement, the Restructuring Support Agreement and the Rights Offering Procedures. (c) The Company hereby agrees and undertakes to give each Investor deliver to the Backstop Parties, by electronic facsimile transmission the or email, a certification by an executive officer of the Company (including any supporting information reasonably requested by the Backstop Parties) of either (i) a true and accurate calculation of the number of such Investor’s Subscription Units as of such Date Unsubscribed Units, and the aggregate purchase price therefor, Exercise Price therefor (ii) such Investor’s Residual Units as of such date and the aggregate purchase price therefor, and (iii) the percentage of Holdco Common Stock to be issued under the Plan that such Units represent (after giving effect to the Rights Offering and purchases under this Equity Commitment Agreement, but subject to dilution from the Specified Securities) (the a “Purchase Notice”), or (ii) in the absence of any Unsubscribed Units, the fact that there are no Unsubscribed Units and that the Commitments are terminated (a “Satisfaction Notice”), in either case as soon as practicable after the Rights Expiration Date or Rights Offering Funding Deadline, as applicable, and, in any event, at least five (5) Business Days prior to the Effective Date (the date of transmission of receipt of a Purchase Notice or a Satisfaction Notice, the “Determination Date”). The Purchase Notice or the Satisfaction Notice, as applicable, shall indicate the aggregate Noteholder Cash Option Amount elected in accordance with the Exchange Offer, the Restructuring Support Agreement and, if necessary, the Plan.

The Rights Offering. (a) The Company shall commence, administer and consummate the Rights Offering will be conducted in accordance with the Plan and the related disclosure statement, which disclosure statement (as the same may be amended, supplemented or modified from time Rights Offering procedures to time) shall be consistent with the Plan and reasonably provisions of this Agreement or otherwise acceptable to the Requisite Investors Required Commitment Parties and the Company (the “Disclosure StatementRights Offering Procedures”)) and as follows: (a) Pursuant to the RSA and the Plan, it each holder of a Notes Claim that is either (i) an “accredited investor” as defined in Rule 501(a) under the Securities Act (as defined below) or (ii) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and makes certain other customary representations and warranties (each such holder, an “Eligible Noteholder”) during the Rights Exercise Period will receive the rights (the “Subscription Rights”) with respect to the Notes Claims held by such Eligible Holder as of such time (such claims being understood that “Eligible Claims”) to subscribe for its pro rata share (measured as the form amount of Eligible Claims held by such Eligible Noteholder (for the avoidance of doubt, after taking into account transfers of such Eligible Claims after the Subscription Commencement Date) as compared to the aggregate amount of Notes Claims held by all holders of Notes Claims) of the draft Disclosure Statement dated February 5, 2010, delivered Eligible Noteholder Initial Principal Amount of Rights Offering Securities. Pursuant to the Investors RSA and the Plan, each holder of Existing Equity Interests (as defined in the Term Sheet) that is acceptable either (i) an “accredited investor” as defined in Rule 501(a) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and makes certain other customary representations and warranties (each such holder, an “Eligible Equity Holder”, and together with an Eligible Noteholder, “Eligible Holders”) during the Rights Exercise Period will receive Subscription Rights to themsubscribe for its pro rata share (measured as the number of shares represented by the Existing Equity Interests held by such Eligible Equity Holder (for the avoidance of doubt, after taking into account transfers of such Existing Equity Interests after the Subscription Commencement Date) as compared to the aggregate number of shares represented by the Existing Equity Interests held by all holders of Existing Equity Interests) of the Eligible Equity Holder Initial Principal Amount of Rights Offering Securities. (b) As settlement for certain rights described in the Plan, based on their Eligible Claims as of the Effective Date, subject to this Section 2(b), the shares of Holdco Common Stock issued to Oaktree and Apollo or any Affiliates thereof that own Eligible Claims under the Plan shall in the aggregate represent, after giving effect Subject to the Rights Offering but subject to dilution from the Specified Securities, a percentage terms and conditions of the Holdco Common Stock issued under the Plan that is not less than the Minimum Oaktree/Apollo Equity Threshold. If the Minimum Oaktree/Apollo Equity Threshold is not metthis Agreement, the Company shall reduce, in accordance with hereby undertakes to cause the Plan, the Units issuable Issuer to holders offer Rights Offering Securities for subscription by Eligible Holders of Eligible Claims (other than pursuant to the Investors RSA and their Affiliates) that elect to exercise Rights under the Plan as set forth in the amount necessary to allow the Minimum Oaktree/Apollo Equity Threshold to be reached, and such Units (allocated as among the Investors as may be determined by Oaktree and Apollo) shall be deemed “Residual Units” hereunder; provided, that, the Company shall not reduce the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan by more than 90%this Agreement. (c) Notwithstanding anything in The Company will cause the Plan Issuer to the contrary, the Company and the Investors agree that the number of shares of Holdco Common Stock and principal amount of IntermediateCo Notes that the Investors or their Affiliates may elect issue Subscription Rights to receive pursuant to purchase the Rights Offering shall not be subject Securities. Each Eligible Noteholder holding Eligible Claims during the Rights Exercise Period will receive a Subscription Right to the Minimum Ownership Cutback under Section 7 subscribe for its pro rata share of the PlanEligible Noteholder Initial Principal Amount of Rights Offering Securities. Each Eligible Equity Holder holding Existing Equity Interests during the Rights Exercise Period will receive a Subscription Right to subscribe for its pro rata share of the Eligible Equity Holder Initial Principal Amount of Rights Offering Securities. (d) If (1) Following the transactions contemplated by this Equity Commitment Agreement are consummatedPetition Date, the Company shall pay will provide, or cause to the Oaktree Manager and the Investors set forth on Schedule 2(d) hereto (be provided, to each Eligible Holder of Eligible Claims or such Affiliates or third parties as such Persons may designate) on the Closing Date Existing Equity Interests a fee subscription form (the “Structuring and Arrangement Fee”) equal to 3.5% of the Maximum Rights Offering Amount. If this Equity Commitment Agreement is terminated pursuant to Section 19(b)(iiSubscription Form”), Section 19(b)(ivwhereby each Eligible Holder of Eligible Claims or Existing Equity Interests may exercise its Subscription Rights in whole or in part, provided that such Eligible Holder of Eligible Claims or Existing Equity Interests (i) timely and properly executes and delivers its Rights Offering Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable), Section 19(b)(v)and for transferees only, Section 19(b)(vi)a transfer notice included as an exhibit to the Rights Offering Subscription Form, Section 19(c)(iii), Section 19(c)(iv), Section 19(c)(v) or Section 19(d) hereof, or if to the Plan is not consummated subscription agent for the Rights Offering selected by the Termination Date and on or prior to the Voting Deadline there was made and not withdrawn prior to the Voting Deadline (or there was made prior to the Voting Deadline a public announcement indicating an intention to make) a proposal or offer from (or by, in the case of a public announcement) a third party as to which the Board of Directors of the Company made no determination (by the Voting Deadline) that could reasonably be considered (or could reasonably be expected to lead to) a Superior Proposal, the Company shall pay to the Oaktree Manager and any Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) concurrently with or promptly after such termination a fee (the “Termination FeeSubscription Agent”) equal to the Structuring and Arrangement Fee minus $5,000,000. The percentage in advance of the Structuring Subscription Instruction Deadline and Arrangement Fee or Termination Fee allocated to such Persons is set forth on Schedule 2(d) hereto. The Structuring and Arrangement Fee and Termination Fee shall be nonrefundable when paid. (e) Subject to the consummation of the transactions contemplated by this Equity Commitment Agreement, each Investor (or such other Affiliates or third parties as such Investor may designate) agrees to purchase from IntermediateCo on the Closing Date, at a purchase price equal to $1,000.00 per share, shares of IntermediateCo Preferred Stock calculated by multiplying (i) 5,000, which amount represents the aggregate shares of IntermediateCo Preferred Stock, times (ii) such Investor’s percentage set forth on Schedule 1(f) hereto. (f) Within two (2) Business Days after delivers the completion securities underlying its Eligible Claims or Existing Equity Interests through The Depository Trust Company Automated Tender Offer Program in advance of the calculations determined Subscription Instruction Deadline and (A) if such Eligible Holder is not a Backstop Party, the aggregate purchase price of the Rights Offering Securities elected to be purchased by the Eligible Holder of Eligible Claims shall be paid in accordance with the procedures set forth in Section 7.1.1 of the PlanRights Offering Procedures or (B) if such Eligible Holder is a Backstop Party, the Company hereby agrees and undertakes to give each Investor by electronic facsimile transmission the certification by an executive officer of the Company of (i) the number of such Investor’s Subscription Units as of such Date and Backstop Party pays the aggregate purchase price therefor, (ii) such Investor’s Residual Units as of such date and the aggregate purchase price therefor, and (iii) the percentage of Holdco Common Stock to be issued under the Plan that such Units represent (after giving effect to the its Rights Offering and purchases under this Equity Commitment Agreement, but subject to dilution from the Specified Securities) (the “Purchase Notice”Securities in accordance with Section 1(g).

The Rights Offering. Pursuant to the Rights Offering, the Company will distribute, in accordance with this Agreement and the Plan of Reorganization, to each Rights Offering Participant (aincluding each Investor that is a Rights Offering Participant) that number of rights (each, a “Right”) that will enable (i) such Rights Holder that is a Rights Offering Participant (excluding holders of Allowed TCEH First Lien Secured Claims) to purchase its pro rata portion (as specified in Section 2.2(b)(i)) of the Shares to be issued in the Rights Offering, at a purchase price per Share, which will be the same for all Rights Holders (and all Equity Commitment Parties (as defined in the Equity Commitment Letter) with respect to shares of Common Stock purchased pursuant to the Equity Commitment Letter), and shall be determined by the Company prior to the Rights Distribution Date (such per Share purchase price, the “Purchase Price”), which would result (if fully subscribed) in the receipt of aggregate gross proceeds to the Company of $5,087,250,000 and (ii) such Rights Holder that is a holder of an Allowed TCEH First Lien Secured Claim to purchase its pro rata portion (as specified in Section 2.2(b)(ii)) of the Shares to be issued in the Rights Offering, at the Purchase Price, which would result (if fully subscribed) in the receipt of aggregate gross proceeds to the Company of $700,000,000. Notwithstanding anything to the contrary herein, if any Rights issuable pursuant to Section 2.1(i) become Assigned C5 Rights (as defined in the Plan of Reorganization), the Shares issuable upon exercise of such Rights shall not be excluded from the calculation of an Investor’s Allocated Portion or the number of Unsubscribed Shares and the Backstop Commitments shall not be altered or reduced as a result of such assignment. The Company shall commence, administer and consummate will conduct the Rights Offering in accordance with this Agreement and the Plan of Reorganization. Notwithstanding the foregoing, the aggregate gross proceeds to be raised from Rights offered to Rights Offering Participants (excluding holders of Allowed TCEH First Lien Secured Claims) may be reduced in accordance with Section 2.1 of the Company Disclosure Letter at any time prior to or following the Plan Effective Date, and the related disclosure statementnumber of Shares to be offered in, which disclosure statement or sold pursuant to, such Rights Offering to Rights Offering Participants (as the same may be amended, supplemented or modified from time to timeexcluding holders of Allowed TCEH First Lien Secured Claims) shall be consistent with the Plan and reasonably acceptable reduced accordingly on a pro rata basis. Notwithstanding anything to the Requisite Investors (the “Disclosure Statement”)contrary herein, it being understood that the form of the draft Disclosure Statement dated February 5, 2010, delivered to the Investors is acceptable to them. (b) As settlement for certain rights described in the Plan, based on their Eligible Claims as of the Effective Date, subject to this Section 2(b), the shares of Holdco Common Stock issued to Oaktree and Apollo or any Affiliates thereof that own Eligible Claims under the Plan shall in the aggregate represent, after giving effect to the extent a Rights Offering but subject Participant is the holder of both Allowed TCEH First Lien Secured Claims and other Rights Offering Allowed Claims, such Rights Offering Participant shall be entitled to dilution from the Specified Securities, a percentage receive Rights pursuant to both Section 2.1(ii) in respect of the Holdco Common Stock issued under the Plan that is not less than the Minimum Oaktree/Apollo Equity Threshold. If the Minimum Oaktree/Apollo Equity Threshold is not met, the Company shall reduce, its Allowed TCEH First Lien Secured Claims and Section 2.1(i) in accordance with the Plan, the Units issuable to holders respect of Eligible Claims (its other than the Investors and their Affiliates) that elect to exercise Rights under the Plan in the amount necessary to allow the Minimum Oaktree/Apollo Equity Threshold to be reachedOffering Allowed Claims, and such Units (allocated as among the Investors as may be determined by Oaktree and Apollo) shall be deemed “Residual Units” hereunder; provided, that, the Company shall not reduce the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan by more than 90%. (c) Notwithstanding anything in the Plan to the contrary, the Company and the Investors agree that the number of shares of Holdco Common Stock and principal amount of IntermediateCo Notes that the Investors or their Affiliates may elect to receive pursuant to the Rights Offering Participant shall not be subject to the Minimum Ownership Cutback under Section 7 excluded from any group of the Plan. (d) If the transactions contemplated Rights Holders or, if applicable, Investors, solely by this Equity Commitment Agreement are consummated, the Company shall pay to the Oaktree Manager virtue of its holding both Allowed TCEH First Lien Secured Claims and the Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) on the Closing Date a fee (the “Structuring and Arrangement Fee”) equal to 3.5% of the Maximum other Rights Offering Amount. If this Equity Commitment Agreement is terminated pursuant to Section 19(b)(ii), Section 19(b)(iv), Section 19(b)(v), Section 19(b)(vi), Section 19(c)(iii), Section 19(c)(iv), Section 19(c)(v) or Section 19(d) hereof, or if the Plan is not consummated by the Termination Date and on or prior to the Voting Deadline there was made and not withdrawn prior to the Voting Deadline (or there was made prior to the Voting Deadline a public announcement indicating an intention to make) a proposal or offer from (or by, in the case of a public announcement) a third party as to which the Board of Directors of the Company made no determination (by the Voting Deadline) that could reasonably be considered (or could reasonably be expected to lead to) a Superior Proposal, the Company shall pay to the Oaktree Manager and any Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) concurrently with or promptly after such termination a fee (the “Termination Fee”) equal to the Structuring and Arrangement Fee minus $5,000,000. The percentage of the Structuring and Arrangement Fee or Termination Fee allocated to such Persons is set forth on Schedule 2(d) hereto. The Structuring and Arrangement Fee and Termination Fee shall be nonrefundable when paid. (e) Subject to the consummation of the transactions contemplated by this Equity Commitment Agreement, each Investor (or such other Affiliates or third parties as such Investor may designate) agrees to purchase from IntermediateCo on the Closing Date, at a purchase price equal to $1,000.00 per share, shares of IntermediateCo Preferred Stock calculated by multiplying (i) 5,000, which amount represents the aggregate shares of IntermediateCo Preferred Stock, times (ii) such Investor’s percentage set forth on Schedule 1(f) hereto. (f) Within two (2) Business Days after the completion of the calculations determined in accordance with the procedures set forth in Section 7.1.1 of the Plan, the Company hereby agrees and undertakes to give each Investor by electronic facsimile transmission the certification by an executive officer of the Company of (i) the number of such Investor’s Subscription Units as of such Date and the aggregate purchase price therefor, (ii) such Investor’s Residual Units as of such date and the aggregate purchase price therefor, and (iii) the percentage of Holdco Common Stock to be issued under the Plan that such Units represent (after giving effect to the Rights Offering and purchases under this Equity Commitment Agreement, but subject to dilution from the Specified Securities) (the “Purchase Notice”).Allowed Claims,

The Rights Offering. (a) The Company is contemplating commencing a rights offering on the following terms: (i) the Company shall commencedistribute, administer at no charge to its stockholders, one Right to each holder of record of Common Stock for each share of Common Stock held by such holder as of the Record Date, (ii) each Right shall entitle the holder thereof to purchase, at the election of such holder, such number of shares of Common Stock at the Rights Subscription Price thereby entitling such holders of rights, in the aggregate, to subscribe for an aggregate of sixty six million six hundred sixty-six thousand and consummate six-hundred and sixty-seven (66,666,667) shares of Common Stock, provided that no fractional shares of Common Stock shall be issued and the Rights Subscription Price multiplied by the aggregate number of shares of Common Stock offered shall not exceed the aggregate offering amount described in the Registration Statement, (iii) each such Right shall be non-transferable, (iv) the rights offering shall remain open for twenty (20) days or such longer period as required by Law (the "Subscription Period") and (v) each holder who fully exercises all Rights held by him shall be entitled to subscribe for additional shares of Common Stock that were not subscribed for in the Rights Offering (such exercising holders, the "Exercising Holders"), provided if an insufficient number of unsubscribed shares of Common Stock are available, all such over-subscription requests shall be honored proportionately among the Exercising Holders based on the number of shares of Common Stock each such holder subscribed for in accordance with clause (ii) (such rights offering, the Plan "Rights Offering"). In the event the Company commences the Rights Offering, the Company shall prepare and file with the SEC a registration statement (including each amendment and supplement thereto, the "Registration Statement") on Form S-3, covering the issuance of the Registered Rights and the related disclosure statementRegistered Common Stock. In the event such a Registration Statement is filed and not otherwise withdrawn, which disclosure statement the Company shall print and file with the SEC a final prospectus relating to the Rights Offering filed pursuant to Rule 424 of the Securities Act (as amended or supplemented, the same may be amended, supplemented or modified from time to time"Prospectus") shall be consistent with and distribute the Plan and reasonably acceptable Prospectus to the Requisite Investors Company's stockholders of record as of the Record Date as promptly as practicable following the date on which the Registration Statement is declared effective by the SEC (the “Disclosure Statement”"Registration Effective Date"), it being understood that the form of the draft Disclosure Statement dated February 5, 2010, delivered . Any Rights issued to the Investors is acceptable to themin the Rights Offering and shares of Common Stock issued in respect of the Investors participation in the Rights Offering shall be issued in reliance on an exemption from the registration requirements of the Securities Act and shall not be covered by the Registration Statement. (b) As settlement for certain rights described in the Plan, based on their Eligible Claims as of the Effective Date, subject to this Section 2(b), the shares of Holdco Common Stock issued to Oaktree and Apollo or any Affiliates thereof that own Eligible Claims under the Plan shall in the aggregate represent, after giving effect to the Rights Offering but subject to dilution from the Specified Securities, a percentage of the Holdco Common Stock issued under the Plan that is not less than the Minimum Oaktree/Apollo Equity Threshold. If the Minimum Oaktree/Apollo Equity Threshold is not met, the Company shall reduce, in accordance with the Plan, the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan in the amount necessary to allow the Minimum Oaktree/Apollo Equity Threshold to be reached, and such Units (allocated as among the Investors as may be determined by Oaktree and Apollo) shall be deemed “Residual Units” hereunder; provided, that, the Company shall not reduce the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan by more than 90%[Intentionally Omitted]. (c) Notwithstanding anything in the Plan to the contrary, the Company and the Investors agree that the number of shares of Holdco Common Stock and principal amount of IntermediateCo Notes that the Investors or their Affiliates may elect to receive pursuant to the Rights Offering shall not be subject to the Minimum Ownership Cutback under Section 7 of the Plan. (d) If the transactions contemplated by this Equity Commitment Agreement are consummated, the The Company shall pay to all of its expenses associated with the Oaktree Manager and the Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) on the Closing Date a fee (the “Structuring and Arrangement Fee”) equal to 3.5% of the Maximum Rights Offering Amount. If this Equity Commitment Agreement is terminated pursuant to Section 19(b)(ii), Section 19(b)(iv), Section 19(b)(v), Section 19(b)(vi), Section 19(c)(iii), Section 19(c)(iv), Section 19(c)(v) or Section 19(d) hereof, or if the Plan is not consummated by the Termination Date and on or prior to the Voting Deadline there was made and not withdrawn prior to the Voting Deadline (or there was made prior to the Voting Deadline a public announcement indicating an intention to make) a proposal or offer from (or by, in the case of a public announcement) a third party as to which the Board of Directors of the Company made no determination (by the Voting Deadline) that could reasonably be considered (or could reasonably be expected to lead to) a Superior ProposalRegistration Statement, the Company shall pay to the Oaktree Manager and any Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) concurrently with or promptly after such termination a fee (the “Termination Fee”) equal to the Structuring and Arrangement Fee minus $5,000,000. The percentage of the Structuring and Arrangement Fee or Termination Fee allocated to such Persons is set forth on Schedule 2(d) hereto. The Structuring and Arrangement Fee and Termination Fee shall be nonrefundable when paid. (e) Subject to the consummation of the transactions contemplated by this Equity Commitment AgreementProspectus, each Investor (or such other Affiliates or third parties as such Investor may designate) agrees to purchase from IntermediateCo on the Closing Date, at a purchase price equal to $1,000.00 per share, shares of IntermediateCo Preferred Stock calculated by multiplying (i) 5,000, which amount represents the aggregate shares of IntermediateCo Preferred Stock, times (ii) such Investor’s percentage set forth on Schedule 1(f) hereto. (f) Within two (2) Business Days after the completion of the calculations determined in accordance with the procedures set forth in Section 7.1.1 of the Plan, the Company hereby agrees and undertakes to give each Investor by electronic facsimile transmission the certification by an executive officer of the Company of (i) the number of such Investor’s Subscription Units as of such Date and the aggregate purchase price therefor, (ii) such Investor’s Residual Units as of such date and the aggregate purchase price therefor, and (iii) the percentage of Holdco Common Stock to be issued under the Plan that such Units represent (after giving effect to the Rights Offering and purchases the other transactions contemplated hereby, including filing and printing fees, fees and expenses of any subscription and information agents, its counsel and accounting fees and expenses and costs associated with clearing the Common Stock offered thereby for sale under this Equity Commitment Agreement, but subject to dilution from the Specified Securities) (the “Purchase Notice”)applicable state securities Laws.

The Rights Offering. (a) The Subject to the terms and conditions of this Agreement, the Company shall commencehereby undertakes to offer the Offered Shares for subscription by Eligible Holders holding Rights as set forth in this Agreement, administer and consummate including pursuant to the procedures governing the Rights Offering in accordance set forth on Exhibit C attached hereto, with the Plan and the related disclosure statement, which disclosure statement (such changes therein as the same may be amended, supplemented or modified from time to time) shall be consistent with the Plan and reasonably acceptable to the Requisite Investors Company, the Creditors’ Committee and the Required Backstop Parties (the “Disclosure StatementRights Procedures”), it being understood that the form of the draft Disclosure Statement dated February 5, 2010, delivered to the Investors is acceptable to them. (b) As settlement for certain rights described in the Plan, based on their Eligible Claims as of the Effective Date, subject to this Section 2(b), the shares of Holdco Common Stock issued to Oaktree and Apollo or any Affiliates thereof that own Eligible Claims under the Plan shall in the aggregate represent, after giving effect to the Rights Offering but subject to dilution from the Specified Securities, a percentage of the Holdco Common Stock issued under the Plan that is not less than the Minimum Oaktree/Apollo Equity Threshold. If the Minimum Oaktree/Apollo Equity Threshold is not met, the Company shall reduce, in accordance In connection with the Plan, the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan in the amount necessary to allow the Minimum Oaktree/Apollo Equity Threshold to be reached, and such Units (allocated as among the Investors as may be determined by Oaktree and Apollo) shall be deemed “Residual Units” hereunder; provided, that, the Company shall not reduce the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan by more than 90%. (c) Notwithstanding anything in the Plan to the contrary, the Company and the Investors agree that the number of shares of Holdco Common Stock and principal amount of IntermediateCo Notes that the Investors or their Affiliates may elect to receive pursuant to the Rights Offering shall not be subject to the Minimum Ownership Cutback under Section 7 of the Plan. (d) If the transactions contemplated by this Equity Commitment Agreement are consummated, the Company shall pay to the Oaktree Manager and the Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) on the Closing Date a fee (the “Structuring and Arrangement Fee”) equal to 3.5% of the Maximum Rights Offering Amount. If this Equity Commitment Agreement is terminated pursuant to Section 19(b)(ii), Section 19(b)(iv), Section 19(b)(v), Section 19(b)(vi), Section 19(c)(iii), Section 19(c)(iv), Section 19(c)(v) or Section 19(d) hereof, or if the Plan is not consummated by the Termination Date and on or prior to the Voting Deadline there was made and not withdrawn prior to the Voting Deadline (or there was made prior to the Voting Deadline a public announcement indicating an intention to make) a proposal or offer from (or by, in the case of a public announcement) a third party as to which the Board of Directors of the Company made no determination (by the Voting Deadline) that could reasonably be considered (or could reasonably be expected to lead to) a Superior Proposal, the Company shall pay to the Oaktree Manager and any Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) concurrently with or promptly after such termination a fee (the “Termination Fee”) equal to the Structuring and Arrangement Fee minus $5,000,000. The percentage of the Structuring and Arrangement Fee or Termination Fee allocated to such Persons is set forth on Schedule 2(d) hereto. The Structuring and Arrangement Fee and Termination Fee shall be nonrefundable when paid. (e) Subject to the consummation of the transactions contemplated by this Equity Commitment Agreementthe First Amended Plan, each Investor (or such other Affiliates or third parties as such Investor may designate) agrees the Company shall issue to all Eligible Holders, Rights to purchase from IntermediateCo an aggregate of 11,756,570 Offered Shares. Each Eligible Holder as of the Record Date will receive a Right to purchase up to its Holder Pro Rata Share of the Offered Shares at the Purchase Price per Offered Share. The rights subscription form, substantially in the form of Exhibit D attached hereto, with such changes therein as shall be reasonably acceptable to the Creditors’ Committee and the Required Backstop Parties (the “Rights Subscription Form”), will be distributed to Eligible Holders in connection with the solicitation of acceptances of the First Amended Plan and shall provide a means whereby each Eligible Holder may exercise its Rights. The Rights may be exercised during the period specified in the Rights Procedures (the “Rights Exercise Period”). The Rights Subscription Form and other documentation setting forth the procedures for the Rights Offering shall provide that each Backstop Party shall have the right to pay the aggregate Purchase Price for the Shares acquired by such Backstop Party to the Company on the Closing Effective Date, at a purchase price equal to $1,000.00 per share, shares of IntermediateCo Preferred Stock calculated by multiplying (i) 5,000, which amount represents the aggregate shares of IntermediateCo Preferred Stock, times (ii) such Investor’s percentage set forth on Schedule 1(f) hereto. (fc) Within two The Rights shall not be transferrable (2) Business Days after the completion other than in connection with a transfer of the calculations determined underlying General Unsecured Claim or Indirect Environmental Claim against the Debtors to which such Rights relate) and may be exercised in accordance with the procedures part or in full as set forth in Section 7.1.1 the Rights Procedures. (d) Subject to the provisions set forth in Sections 3, 8 and 13, each Backstop Party hereby agrees, severally (and not jointly or jointly and severally), to subscribe for and purchase, and the Company hereby agrees to sell and issue, on the Effective Date, for the Purchase Price per Offered Share, the number of Unsubscribed Shares that is equal to the aggregate number of the PlanUnsubscribed Shares multiplied by such Backstop Party’s Rights Offering Commitment Percentage (the Backstop Parties’ commitment to acquire the Unsubscribed Shares pursuant to this Agreement, the “Backstop Commitment”). (e) The Company hereby agrees and undertakes to give each Investor give, or instruct the Subscription Agent to give, the Backstop Parties, by electronic facsimile transmission or by electronic mail, a notice conforming to the certification by an executive officer requirements specified herein of the Company of either (i) the number of such Investor’s Subscription Units Unsubscribed Shares, as of such Date determined in good faith by the Company, and the aggregate purchase price thereforPurchase Price therefor (each, (ii) such Investor’s Residual Units as of such date and the aggregate purchase price therefor, and (iii) the percentage of Holdco Common Stock to be issued under the Plan that such Units represent (after giving effect to the Rights Offering and purchases under this Equity Commitment Agreement, but subject to dilution from the Specified Securities) (the a “Purchase Notice”) or (ii) in the absence of any Unsubscribed Shares, the fact that there are no Unsubscribed Shares and that the Backstop Commitment is terminated (each, a “Satisfaction Notice”), in either case as soon as practicable after the Voting Deadline and, in any event, not less than seven (7) Business Days prior to the Effective Date (the date of transmission of confirmation of a Purchase Notice or a Satisfaction Notice, as the case may be, the “Determination Date”). The Company shall provide to the Backstop Parties such written supplemental information regarding the determination of the number of Unsubscribed Shares as any Backstop Party may reasonably request. On the Effective Date, the Backstop Parties shall purchase, and the Company shall sell, only such number of Unsubscribed Shares as are listed in the Purchase Notice, without prejudice to the rights of the Backstop Parties to seek later an upward or downward adjustment if the number of Unsubscribed Shares set forth in such Purchase Notice is determined to be inaccurate. (f) Delivery of the certificates representing the shares of Unsubscribed Shares will be made by the Company to the Backstop Parties at 9:00 a.m., New York City time, at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the Effective Date against payment of the aggregate Purchase Price for the Unsubscribed Shares by wire transfer on or prior to the Effective Date of federal (same day) funds to the account specified by the Company to the Backstop Parties at least five (5) Business Days in advance. (g) All Unsubscribed Shares will be delivered with any and all issue, stamp, transfer or similar taxes or duties payable in connection with such delivery duly paid by the Company to the extent required under the Confirmation Order or applicable Law. (h) Notwithstanding anything to the contrary in this Agreement, the Backstop Parties, in their sole discretion, may designate in writing at least five (5) Business Days prior to the Effective Date that some or all of the Offered Shares be issued in the name of, and delivered to, one or more of their Affiliates, and shall provide all information reasonably requested by the Company in connection therewith. (i) No Backstop Party shall have any liability for the Backstop Commitment of any other Backstop Party. (j) The Rights and the Offered Shares will be issued to the Eligible Holders without registration under the Securities Act in reliance upon the exemption from registration provided by Section 1145 of the Bankruptcy Code. The Unsubscribed Shares will be issued to the Backstop Parties without registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act.